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EXHIBIT 10.15
FTC
COMMERCIAL CORP.
GUARANTY
Los Angeles, California
For good and valuable consideration, the receipt and sufficiency
of which is
hereby acknowledged, TAVERNITI SO JEANS, LLC (hereinafter
referred to as
"Guarantor") hereby unconditionally and irrevocably delivers
this Guaranty to
FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and
hereby
unconditionally and irrevocably guarantees to FTC, and any
transferee of this
Guaranty or of any liability guaranteed hereby, the full and
prompt payment and
performance of all present and future liabilities, obligations
and indebtedness
of BLUE HOLDINGS, INC. (hereinafter referred to as the
"Principal") to FTC
irrespective of their nature, the time they arise, when due,
whether absolute or
contingent, liquidated or unliquidated, legal or equitable,
whether the
Principal is liable individually or jointly or with others, and
whether recovery
thereof is or becomes barred by a statute of limitations or
otherwise becomes
unenforceable (individually a "liability" and collectively the
"liabilities").
This Guaranty is a guaranty of prompt payment and performance
(and not merely a
guaranty of collection). If any liability guaranteed hereby is
not paid or
performed when due, Guarantor hereby agrees to and will
immediately pay or
perform same, without resort by the holder thereof to any other
person or party.
The liabilities include all renewals or extensions in whole or
in part of any of
liabilities and include all present and future obligations and
liabilities of
the Principal to FTC under the Factoring Agreement dated July
25, 2005, the
Inventory Facility Agreement dated July 25, 2005 and various
related
instruments, documents and agreements, as amended, modified or
supplemented from
time to time (hereinafter collectively and separately referred
to as the
"Factoring Agreements") between FTC and the Principal and the
full performance
by Principal of all things to be done by Principal pursuant to
the Factoring
Agreements and shall further include any and all damages,
losses, costs,
interest, charges, attorney's fees and expenses of every kind,
nature and
description suffered or incurred by FTC, arising in any manner
out of or in any
way connected with, or growing out of, the liabilities. As used
herein, the term
person includes natural persons, partnerships, limited liability
companies,
trusts, and incorporated and unincorporated entities and
associations of every
kind.
The obligation of Guarantor to FTC hereunder is primary,
unlimited, absolute and
unconditional. Any payment of Guarantor hereunder may be applied
to any of the
liabilities which FTC may choose. The obligation of Guarantor
hereunder is in
addition to and shall not prejudice or be prejudiced by any
other agreement,
instrument, surety, security or guaranty (including any
agreement, instrument,
surety or guaranty signed by Guarantor) which FTC may now or
hereafter hold
relative to any of the liabilities. Guarantor, if more than one,
shall be
jointly and severally liable hereunder and the term "Guarantor"
wherever used
herein shall mean Guarantor or any one or more of them. Any
entity signing this
Guaranty shall be bound hereby, whether or not any other entity
signs this
Guaranty at any time.
FTC and Guarantor acknowledge that there may be future advances
by FTC to the
Principal (although FTC may be under no obligation to make such
advances) and
that the number and amount of the liabilities are unlimited and
may fluctuate
from time to time hereafter. Guarantor expressly agrees that
Guarantor's
obligation hereunder shall remain absolute, primary and
unconditional
notwithstanding such future advances and fluctuations, if any,
and agree that,
in any event, this Guaranty is a continuing guaranty and shall
remain in force
at all times hereafter, whether there are any liabilities
outstanding or not,
until all originals hereof are returned to Guarantor by FTC or
until a written
notice from Guarantor terminating this Guaranty has been
received and
acknowledged by FTC, but such termination shall not release
Guarantor from
liability for payment of (i) any and all liabilities (as
hereinbefore defined)
then in existence, (ii) any renewals or extensions thereof, in
whole or in part,
whether such renewals or extensions are made before or after
such termination,
and (iii) any damages, losses, costs, interest, charges,
attorney's fees or
expenses then or thereafter incurred in connection with said
liabilities or any
renewals or extensions thereof.
As security for the payment of the liabilities and the
obligations of Guarantor
hereunder, Guarantor hereby assigns and grants a security
interest to FTC in (i)
any existing or hereafter created lien or security interest in
favor of
Guarantor in any property of the Principal; and (ii) all
property of Guarantor
in or coming into the possession, control, or custody of FTC, or
in which FTC
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has or hereafter acquires a lien, security interest, or other
right. Guarantor
hereby agrees that any rights Guarantor may now or hereafter
have in any
collateral securing any of the liabilities or against the
Principal or any
property of the Principal, including rights arising by virtue of
subrogation or
otherwise, shall be subordinate and junior to FTC's rights to
said collateral or
property and to FTC's indefeasible right to the prior payment of
the
liabilities. Guarantor further authorizes FTC, without notice or
demand, to
apply any indebtedness due or to become due to Guarantor from
FTC in
satisfaction of any of the liabilities and Guarantor's
obligations hereunder,
including, but not limited to, the right to set-off against any
deposits of
Guarantor with FTC.
Guarantor hereby consents and agrees that, at any time or times,
without notice
to or further approval of Guarantor or the Principal, and
without in any way
affecting the obligations of Guarantor hereunder, FTC may, with
or without
consideration, (i) release, compromise, or agree not to sue, in
whole or in
part, the Principal, Guarantor or any other obligor, guarantor,
endorser or
surety of the Factoring Agreements any of the liabilities; (ii)
waive, rescind,
renew, extend, modify, increase, decrease, delete, terminate,
amend; or
accelerate in accordance with its terms, either in whole or in
part, the
Factoring Agreements or any of the terms thereof, any of the
liabilities, or any
agreement, covenant, condition, or obligation of or with the
Principal,
Guarantor, or any other obligor, guarantor, endorser or surety
upon the
Factoring Agreements and any of the liabilities; and (iii) apply
any payment
received from the Principal, Guarantor or any other obligor,
guarantor, endorser
or surety upon any of the liabilities to any of the liabilities
which FTC may
choose.
Guarantor hereby consents and agrees that FTC may at any time,
either with or
without consideration, surrender, release or receive any
property or other
security of any kind or nature whatsoever held by FTC or any
person on its
behalf or for its account securing any indebtedness of the
Principal or any
liability, or substitute any collateral so held by FTC for other
collateral of
like kind, or of any kind, without notice to or further consent
from Guarantor,
and such surrender, receipt, release or substitution shall not
in any way affect
the obligation of Guarantor hereunder. FTC shall have full
authority to adjust,
compromise and receive less than the amount due upon any such
collateral, and
may enter into any accord and satisfaction agreement with
respect to the same as
may seem advisable to FTC without affecting the obligation of
Guarantor
hereunder, which shall remain absolute, primary and
unconditional. FTC shall be
under no duty to undertake to collect upon such collateral or
any part thereof,
and shall not be liable for any negligence or mistake in
judgment in handling,
disposing of, obtaining, or failing to collect upon, or
perfecting a security
interest in, any such collateral. The obligation of Guarantor to
FTC hereunder
shall re
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