EXHIBIT 10.19.1
GUARANTY
SUBLEASE GUARANTY (the
“Guaranty”) dated as of April 4, 2006 made by HUDSON
HOLDING CORP., a Delaware corporation (“Guarantor”),
having an address at 111 Pavonia Avenue, Jersey City, New Jersey
07310, to and in favor of CHARLES SCHWAB & CO., INC., 101
Montgomery Street, San Francisco, California 94104
(“Sublandlord”).
R
E C I
T A L S :
A. Unless the context otherwise
requires, all capitalized terms used herein without definition
shall have the meanings provided in the Sublease by and between
Sublandlord, as sublandlord, and HUDSON SECURITIES, INC., as
subtenant (together with its successors, transferees and assigns,
“Subtenant”), dated as of the date hereof, pursuant to
which Sublandlord leased certain premises (the
“Premises”) to Subtenant (as it may be amended, the
“Sublease”).
B. Guarantor, as sole shareholder of
Subtenant, has a financial interest in Subtenant.
C. Sublandlord is unwilling to enter
into the Sublease of the Premises unless Guarantor executes and
delivers this Guaranty.
NOW, THEREFORE, in consideration of
the benefits expected to accrue, directly or indirectly, to
Guarantor by reason thereof, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Guarantor, intending to be legally bound, hereby
represents and warrants to, and covenants and agrees with,
Sublandlord, and its successors and assigns as follows:
1. Guarantor hereby irrevocably and
unconditionally guarantees to Sublandlord, its successors and
assigns full and punctual payment and performance of all the terms,
covenants and conditions (monetary or nonmonetary) to be paid or
performed by Subtenant under the Sublease (the “Guaranteed
Obligations”). Guarantor confirms that this Guaranty
constitutes an absolute, unconditional, present and continuing
guaranty of payment and not collection.
2. All payments made by Guarantor
under this Guaranty shall be made in lawful money of the United
States of America in funds immediately available to Sublandlord at
its address above, or at such other place as Sublandlord may
hereafter designate in writing. The provisions of this paragraph
shall survive the termination of the Sublease.
3. Guarantor hereby waives notice of
acceptance of this Guaranty by Sublandlord and of any liability to
which it may apply, and notice or proof of reliance by Sublandlord
upon this Guaranty. Guarantor waives presentment, demand of
payment, protest, notice of dishonor or nonpayment of the
Guaranteed Obligations, suit or taking other action or making any
demand against, and any other notice to, any party liable thereon
(including Guarantor).
4. The obligations and liability of
Guarantor for the Guaranteed Obligations and otherwise under this
Guaranty shall not be released, impaired, diminished, modified or
otherwise affected by any event, condition, circumstance, action or
failure to act, with or without notice to, or the knowledge or
consent of, Guarantor, including but not limited to (a) any
amendment,
renewal, extension, compromise, settlement,
adjustment or modification of or addition or supplement to the
Sublease, or any obligation or liability under the Sublease, it
being agreed that this Guaranty shall extend to the Guaranteed
Obligations as they may be so amended, renewed, extended,
diminished, reduced or otherwise changed; (b) any extension of
time granted by Sublandlord to Subtenant, or any dealings or
transactions occurring between them, whether or not notice thereof
is given to Guarantor; (c) any sublease, assignment,
conveyance, merger or other transfer, voluntarily or involuntarily
(whether by operation of law or otherwise), of all or any part of
Subtenant’s interest in the Sublease or any assumption by any
party of any obligation or liability of Subtenant under the
Sublease; (d) any waiver, consent, forbearance, failure to
make any claim, action or inaction of Sublandlord in enforcing any
obligations of Subtenant, Guarantor or any other person or entity
in connection with the Sublease; (e) any bankruptcy,
insolvency, reorganization, arrangement, liquidation or similar or
dissimilar proceeding involving Subtenant or the Sublease,
including, without limitation, any termination or rejection of the
Sublease in connection with any such proceedings, or discharge of
any of Subtenant’s liabilities or obligations thereunder; it
being agreed, without limiting the generality hereof, that any
limitation on the liabilities or obligations of Subtenant in any
such proceeding, whether or not arising out of any statutory
limitation, such as contained in Section 502(b)(6) of the
Bankruptcy Code, or any equitable considerations shall not diminish
or limit the liability of Guarantor; (f) any disability or
other defense of Subtenant; or (g) any other circumstance
which may give rise to a discharge, limitation or reduction of
liability of a guarantor, other than actual payment and performance
to the extent the same results in a reduction of
liability.
5. Guarantor acknowledges and
confirms to Sublandlord that it has not been induced to execute and
deliver this Guaranty as a result of, and is not relying upon, any
representations, warranties, agreements or conditions, whether
express, implied, written or oral, by Sublandlord.
6. The validity of this Guaranty and
the obligations of Guarantor hereunder shall not be terminated,
diminished or impaired by reason of the assertion or failure to
assert by Sublandlord against Subtenant, any guarantor, or their
successors and assigns, of any of the rights or remedies of
Sublandlord pursuant to the provisions of the Sublease or
hereunder.
7. For the benefit of Sublandlord
and Subtenant and to the fullest extent permitted by law, Guarantor
irrevocably and unconditionally waives all rights of subrogation,
reimbursement, indemnification, contribution or similar rights
against Subtenant or its assets (arising by contract, by law or
otherwise) as a result of this Guaranty, including, without
limitation, payment or performance of the Guaranteed Obligations.
Guarantor shall not assert any such right at any time in respect of
the Sublease or any other obligation that is secured by collateral
securing the Sublease until the Guaranteed Obligations are
satisfied in full. Sublandlord’s rights hereunder are such
that the remedy of law for breach would be inadequate, and
Sublandlord shall be entitled to specific performance and
enforcement thereof, including, without limitation, imposition of a
restraining order or injunction. Nothing herein shall diminish or
relieve any of Subtenant’s liabilities to Sublandlord.
Sublandlord, Subtenant and their respective successors and assigns
are intended third party beneficiaries of the waivers and
agreements made herein and their rights hereunder shall survive
payment and performance of Subtenant’s obligations under the
Sublease.
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