Exhibit
10.2
LIMITED
GUARANTY
This Limited Guaranty
(“Guaranty”) dated as of the 13th day of July, 2006, is
executed by the undersigned, MFC Development Corp., a Delaware
corporation whose address for notice hereunder is 11872 LaGrange
Ave., 1 st Floor, Los Angeles, CA 90025
(“Guarantor”) in favor of MARQUETTE COMMERCIAL
FINANCE, INC., a Minnesota corporation, authorized to do
business in Texas, whose address for notice hereunder is 801 Cherry
Street, Suite 3400, Fort Worth, Texas 76102
(“MCF”)
A.
MCF has
contemporaneously herewith entered into that certain Account
Transfer and Purchase Agreement of even date herewith (such
agreement, and all amendments and modifications thereof,
collectively, the “Purchase Agreement”), to which
reference is made for all purposes, with Adsouth Marketing, LLC
(referred to herein as the “Seller”), pursuant to which
MCF has purchased or will purchase all right, title and interest in
certain accounts receivable of the Seller (the
“Accounts”), on those terms and conditions set forth in
the Purchase Agreement.
B.
MCF is willing to enter
into the Purchase Agreement only if the Guarantor executes and
delivers this Guaranty to MCF.
NOW, THEREFORE, in
consideration of the aforesaid premises and other good and valuable
consideration, and for the purpose of inducing MCF to enter into
the Purchase Agreement and to purchase accounts receivable from the
Seller pursuant to the terms thereof, the sufficiency of which is
hereby acknowledged, the Guarantor hereby covenants and agrees as
follows:
1.
The Guarantor hereby
unconditionally and irrevocably guarantees the payment in full of
any losses incurred by MCF under the Purchase Agreement
(collectively the “Obligations”) to the extent that
such losses are related to or attributable to any of the following
limited circumstances only:
(a)
In the event any of the
representations and warranties set forth in Section 9 of the
Purchase Agreement was not true when made or ceases to be true for
any reason.
(b)
In the event that the
Seller, the Guarantor, or any other person, without receiving prior
written consent from MCF, shall cash, deposit, or retain, any
checks, drafts, monies or proceeds of the Accounts purchased by
MCF, and the Seller shall fail to immediately tender the entire
amount of the same to MCF.
2.
MCF shall not be
required, as a condition precedent to making a demand upon the
Guarantor or to bringing an action against the Guarantor under this
Guaranty, to make demand upon, or to institute any action or
proceeding, at law or in equity against the Seller or anyone else,
or to exhaust its remedies against the Seller, or anyone else, or
against any collateral security. All remedies afforded to MCF
by reason of this Guaranty are separate and cumulative remedies and
it is agreed that not one of such remedies, whether exercised by
MCF or not, shall be deemed to be exclusive of any of the other
remedies available to MCF and shall not limit or prejudice any
other remedy which MCF may have against any party, including the
Guarantor.
3.
The Guarantor shall
remain liable on this Guaranty notwithstanding any change or
changes in the terms, covenants or conditions of the Purchase
Agreement, or any amendment thereto, hereafter made or granted, or
any delay on the part of
