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Exhibit
10.68
UNCONDITIONAL
GUARANTY
For and in consideration of
the loan made by LONGVIEW FUND, LP (“Lender”) to IRVINE
SENSORS CORPORATION (“Borrower”), which loan is made
pursuant to a Secured Promissory Note issued by Borrower in favor
of Lender dated as of July 19, 2007, as amended from time to
time (the “Agreement”), and acknowledging that Lender
would not enter into the Agreement without the benefit of this
Guaranty, the undersigned guarantor (“Guarantor”)
hereby unconditionally and irrevocably guarantees the prompt and
complete payment of all amounts that Borrower owes to Lender under
the Agreement or the Loan Agreement (as defined in the Agreement)
and performance by Borrower of the Agreement and Loan Agreement
between Borrower and Lender, as amended from time to time, as well
any other amounts or obligations by Borrower to Lender for any
reason whatsoever, direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising (all such
amounts due or to be due and obligations to be performed and any
and all documentation executed in connection therewith,
collectively referred to as the “Agreements”). All
terms used without definition in this Guaranty shall have the
meaning assigned to them in the Agreement.
1. If Borrower does not pay
any amount or perform its obligations in strict accordance with the
Agreements, Guarantor shall immediately pay all amounts due
thereunder (including, without limitation, all principal, interest,
and fees) and otherwise to proceed to complete the same and satisfy
all of Borrower’s obligations under the
Agreements.
2. If there is more than one
guarantor, the obligations hereunder are joint and several, and
whether or not there is more than one guarantor, the obligations
hereunder are independent of the obligations of Borrower and any
other person or entity, and a separate action or actions may be
brought and prosecuted against Guarantor whether action is brought
against Borrower or whether Borrower be joined in any such action
or actions. Guarantor waives the benefit of any statute of
limitations affecting its liability hereunder or the enforcement
thereof, to the extent permitted by law. Guarantor’s
liability under this Guaranty is not conditioned or contingent upon
the genuineness, validity, regularity or enforceability of the
Agreements.
3. Guarantor authorizes
Lender, without notice or demand and without affecting its
liability hereunder, from time to time to (a) renew, extend, or
otherwise change the terms of the Agreements or any part thereof;
(b) take and hold security for the payment of this Guaranty or the
Agreements, and exchange, enforce, waive and release any such
security; and (c) apply such security and direct the order or
manner of sale thereof as Lender in its sole discretion may
determine.
4. Guarantor waives any right
to require Lender to (a) proceed against Borrower , any guarantor
or any other person; (b) proceed against or exhaust any security
held from Borrower; or (c) pursue any other remedy in
Lender’s power whatsoever. Lender may, at its election,
exercise or decline or fail to exercise any right or remedy it may
have against Borrower or any security held by Lender, including
without limitation the right to foreclose upon any such security by
judicial or nonjudicial sale, without affecting or impairing in any
way the liability of Guarantor hereunder. Guarantor waives any
defense arising by reason of any disability or other defense of
Borrower or by reason of the cessation from any cause whatsoever of
the liability of Borrower. Guarantor waives any setoff, defense or
counterclaim that Borrower may have against Lender. Guarantor
waives any defense arising out of the absence, impairment or loss
of any right of reimbursement or subrogation or any other rights
against Borrower. Until all of the amounts that Borrower owes to
Lender have been paid in full, Guarantor shall have no right of
subrogation or reimbursement, contribution or other rights against
Borrower, and Guarantor waives any right to enforce any remedy that
Lender now has or may hereafter have against Borrower. Guarantor
waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor,
and notices of acceptance of this Guaranty and of the existence,
creation, or incurring of new or additional indebtedness. Guarantor
assumes the responsibility for being and keeping itself informed of
the financial condition of Borrower and of all other circumstances
bearing upon the risk of nonpayment of any indebtedness or
nonperformance of any obligation of Borrower, warrants to Lender
that it will keep so informed, and agrees that absent a request for
particular information by Guarantor, Lender shall not have any duty
to advise Guarantor of information known to Lender regarding such
condition or any such circumstances. Guarantor acknowledges that,
to the extent Gua
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