CREDIT AGREEMENT. THE GUARANTOR SHALL TAKE SUCH ACTIONS
AS ARE REASONABLE, INCLUDING THE EXECUTION AND FILING OF ANY AND ALL FURTHER
AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY, TO FULLY
IMPLEMENT AND EFFECT SUCH APPOINTMENTS AND TO CONTINUE THEM IN FULL FORCE AND
EFFECT. THE GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID.
NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY TO THIS GUARANTY TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE GUARANTOR IRREVOCABLY
AGREES AND UNDERTAKES TO ENTER ITS UNCONDITIONAL APPEARANCE WITHIN FORTY-FIVE
(45) DAYS AFTER THE COMPLETION OF SERVICE ON THE AUTHORIZED AGENT AS PROVIDED IN
THIS SECTION.
SECTION 5.15.
NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER
TO AGENT SHALL BE IN WRITING AND SHALL BE MAILED, SENT OR DELIVERED IN
ACCORDANCE WITH THE CREDIT AGREEMENT. ALL NOTICES AND OTHER COMMUNICATIONS
HEREUNDER TO THE GUARANTOR SHALL BE IN WRITING AND SHALL BE (A) PERSONALLY
DELIVERED, (B) SENT BY OVERNIGHT COURIER OF INTERNATIONAL REPUTATION,
(C) TRANSMITTED BY TELECOPY, OR (D) SENT AS ELECTRONIC MAIL, TO THE FOLLOWING
(OR AT SUCH OTHER BUSINESS ADDRESS, TELECOPIER NUMBER, OR E-MAIL ADDRESS AS THE
GUARANTOR MAY HEREAFTER DESIGNATE IN WRITING TO THE OTHER PARTIES HERETO):
CXR Anderson Jacobson SAS
Rue de l'Ornette
28410-Abondant
France
With a copy to:
Emrise Corporation
9485 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Attn: D. John Donovan
Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
15
Attn: Larry A. Cerutti, Esq.
Fax No.: (714) 546-9035
SECTION 5.16.
SEVERABILITY. ANY PROVISION OF THIS GUARANTY WHICH IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PORTIONS HEREOF OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
16
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the date
first set forth above.
GUARANTOR:
CXR ANDERSON JACOBSON SAS
By:
/S/ Carmine Thomas Oliva
Name:
Carmine Thomas Oliva
Title
President
17
Acknowledged and agreed:
AGENT AND ARRANGER:
GVEC RESOURCE IV INC.
By:
/S/ ROBERT J. ANDERSON
Name:
Robert J. Anderson
Title:
Authorized Signatory
By:
/S/ PETER PAUL MENDEL
Name:
Peter Paul Mendel
Title:
Authorized Signatory