least
$2,500,000 (the "Liquid Assets Threshold") and (ii) shall not sell, pledge,
mortgage or otherwise transfer any of its assets, or any interest therein, which
would cause Guarantors' Net Worth to fall below the Net Worth Threshold or
Guarantors' Liquid Assets to fall below the Liquid Assets Threshold.
(c) No Individual Guarantor shall, at any time while a default in the payment of
the Guaranteed Obligations has occurred and is continuing, either (i) enter into
or effectuate any transaction with any Affiliate which would reduce the Net
Worth of such Individual Guarantor or (ii) sell, pledge, mortgage or otherwise
transfer to any Person any of such Individual Guarantor's assets, or any
interest therein.
7. Entire Agreement/Amendments. This instrument represents the entire agreement
between the parties with respect to the subject matter hereof. The terms of this
Guaranty shall not be waived, altered, modified, amended, supplemented or
terminated in any manner whatsoever except by written instrument signed by
Lender and Guarantors.
8
8. Successors and Assigns. This Guaranty shall be binding upon each Guarantor,
and such Guarantor's estate, heirs, personal representatives, successors and
assigns, may not be assigned or delegated by any Guarantor and shall inure to
the benefit of Lender and its successors and assigns.
9. Governing Law.
(a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK AND THE PROCEEDS OF
THE NOTE DELIVERED PURSUANT TO THE LOAN AGREEMENT WERE DISBURSED FROM THE STATE
OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND
THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS GUARANTY AND THE NOTE, AND THIS GUARANTY AND THE
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK PURSUANT TO § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR CONDOR ARISING OUT OF
OR RELATING TO THIS GUARANTY SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN NEW YORK COUNTY, NEW YORK AND CONDOR WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING,
AND CONDOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUIT, ACTION OR PROCEEDING. CONDOR DOES HEREBY DESIGNATE AND APPOINT
CORPORATION SERVICE COMPANY AT 1180 AVENUE OF THE AMERICAS, SUITE 210, NEW YORK,
NEW YORK 10036, AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF
SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH