Contract analysis

Section 1.1 Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below: (a) "Burn-Off Date" means the date on which the Guarantor Net Worth Condition has been satisfied in accordance with, and as more fully described in, Section 6.1 and Section 6.2 of this Guaranty, and on which this Guaranty terminates in accordance with Article 6. (b) "Guaranteed Obligations" means all obli

ARTICLE 2 GUARANTY; GUARANTY CAP

Section 2.1 Guaranty of Obligations. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Landlord the full and punctual payment and performance by Tenant of all obligations of Tenant arising under the Lease (collectively, the "Guaranteed Obligations"). The Guaranteed Obligations include, without limitation: (a) all monetary obligations of Tenant under the Lease, including, without limitation,

Section 2.2 Limitation on Liability; Guaranty Cap. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor's aggregate liability under this Guaranty shall not exceed the Guaranty Cap. The Guaranty Cap is One Million Two Hundred Thousand Dollars ($1,200,000), which represents twelve (12) months of the Year 1 Annual Base Rent under the Lease (calculated as One Hundred Thousand Dollars ($100,000)

Section 2.3 [Replenishment of Guaranty Cap. [NOTE: THIS SECTION 2.3 IS BRACKETED AND REMAINS AN OPEN NEGOTIATION POINT. THE FOLLOWING REPRESENTS LANDLORD'S ANTICIPATED POSITION. CALDERWOOD & HARKNESS LLP'S POSITION ON BEHALF OF MERIDIAN CONSUMER BRANDS LLC AND HALCYON RIDGE CAPITAL PARTNERS, LP IS THAT THIS SECTION SHOULD BE DELETED IN ITS ENTIRETY AND THAT THERE SHOULD BE NO REPLENISHMENT OF THE GUARANTY CAP. IF THE

Section 2.4 Guaranty as Primary Obligation. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Landlord shall not be required to exhaust any right, remedy, or recourse against Tenant, any security deposit (including, without limitation, the Three Hundred Thousand Dollar ($300,000) irrevocable standby letter of credit issued by Harborview National Bank, N.A., as may be requ

ARTICLE 3 ABSOLUTE AND UNCONDITIONAL NATURE OF GUARANTY

Section 3.1 Unconditional Obligation. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall remain in full force and effect until the earlier of (i) the termination of this Guaranty pursuant to Section 2.2 (exhaustion of the Guaranty Cap), (ii) the termination of this Guaranty pursuant to Article 6 (satisfaction of the Guarantor Net Worth Condition), or (iii) the exp

Section 3.2 Continuation Notwithstanding Modifications to Lease. This Guaranty shall remain in full force and effect notwithstanding any amendment, modification, supplement, restatement, renewal, extension, or replacement of the Lease, whether or not made with or without Guarantor's knowledge or consent. Notwithstanding the foregoing, in the event that any amendment, modification, supplement, or restatement of the Le

Section 3.3 No Conditions Precedent. There are no conditions precedent to the enforcement of this Guaranty by Landlord other than the occurrence of a default by Tenant under the Lease. Without limiting the foregoing, Landlord shall not be required to provide any notice to Guarantor of Tenant's default as a condition to exercising Landlord's rights under this Guaranty, except to the extent that Landlord is required by

Section 4.1 Waiver of Suretyship Defenses. Guarantor hereby waives, to the fullest extent permitted by applicable law, each and every one of the following rights, defenses, and benefits: (a) diligence, presentment, demand of payment, filing of claims with any court, protest, and notice of dishonor or of any default by Tenant under the Lease; (b) notice of acceptance of this Guaranty by Landlord, it being acknowledged

Section 4.2 Waiver of Subrogation. Until such time as all Guaranteed Obligations have been fully paid, performed, and satisfied, and the Lease has expired or been terminated (and all obligations thereunder have been fully satisfied), Guarantor hereby waives any and all rights of subrogation, reimbursement, indemnification, exoneration, or contribution that Guarantor may now or hereafter have against Tenant, any co-gu

Section 5.1 Direct Proceeding Against Guarantor. Landlord may, in its sole and absolute discretion, proceed directly and immediately against Guarantor under this Guaranty upon or at any time after the occurrence of a default by Tenant under the Lease, without first pursuing any remedy or right against Tenant, without first making any demand upon Tenant, without first applying any security deposit or letter of credit

Section 5.2 No Obligation to Enforce Against Tenant First. Landlord shall have no obligation to make any demand upon, or pursue any claim, right, or remedy against, Tenant or any other person or entity, or to exhaust any security or collateral, before, concurrently with, or as a condition precedent to, making any demand upon or pursuing any claim, right, or remedy against Guarantor under this Guaranty. Landlord may p

Section 5.3 Landlord's Right to Deal with Lease. Landlord may, at any time and from time to time, without notice to or the consent of Guarantor, and without in any way releasing, diminishing, impairing, or otherwise affecting the obligations of Guarantor hereunder: (a) grant to Tenant one or more extensions of time for the payment or performance of any of the Guaranteed Obligations; (b) accept partial payments from T

ARTICLE 6 BURN-OFF / RELEASE OF GUARANTY

Section 6.1 Guarantor Net Worth Condition. This Guaranty shall automatically terminate and be of no further force or effect (except as provided in Section 6.4 below) upon the satisfaction of all of the following conditions (collectively, the "Guarantor Net Worth Condition"): (a) Tenant (Meridian Consumer Brands LLC) shall have achieved and maintained a net worth (defined as total assets minus total liabilities, in ea

Section 6.2 Delivery of Certification; Landlord Review Period. Tenant or Guarantor shall deliver to Landlord a written certification from the Independent Auditor confirming the satisfaction of the Guarantor Net Worth Condition (the Net Worth Certification), together with copies of the relevant quarterly financial statements of Tenant for the applicable two (2) consecutive fiscal quarters and such other supporting doc

Section 6.3 Return of Guaranty. Upon termination of this Guaranty pursuant to this Article 6, Landlord shall execute and deliver to Guarantor a written release and termination of this Guaranty, in form and substance reasonably satisfactory to Guarantor, within fifteen (15) business days following the effective date of termination (the Burn-Off Date). Landlord's failure to execute and deliver such release and terminat

Section 6.4 Survival of Pre-Termination Obligations. The termination of this Guaranty pursuant to this Article 6 shall not release, diminish, impair, or otherwise affect Guarantor's liability for any Guaranteed Obligations that arose prior to the effective date of termination (the Burn-Off Date), subject in all cases to the Guaranty Cap. For the avoidance of doubt, Guarantor shall remain liable for any Guaranteed Obl

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Landlord as of the date hereof as follows:

Section 7.1 Organization and Good Standing. Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted.

Section 7.2 Authority. Guarantor has full corporate power and authority to execute, deliver, and perform its obligations under this Guaranty. The execution and delivery of this Guaranty and the performance by Guarantor of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Guarantor, including, without limitation, any required approval of Guarantor's board of directors

Section 7.3 Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights and remedies generally, and (b) general principles of equity (regardl

Section 7.4 No Conflicts. The execution, delivery, and performance by Guarantor of this Guaranty do not and will not (a) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of Guarantor, (b) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, decree, or injunction of any court or governmental authority to which Guarantor is subject,

Section 7.5 No Litigation. No litigation, arbitration, investigation, or governmental proceeding is pending or, to Guarantor's knowledge after reasonable inquiry, threatened against Guarantor that would reasonably be expected to materially adversely affect Guarantor's ability to perform its obligations under this Guaranty or that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated

Section 7.6 Financial Condition. Guarantor has received adequate and sufficient consideration for the execution and delivery of this Guaranty. Guarantor is not insolvent (as defined under applicable federal or state law) and will not be rendered insolvent by the execution and delivery of this Guaranty or the performance of Guarantor's obligations hereunder. Guarantor is not engaged or about to engage in any business

ARTICLE 8 COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Landlord as follows:

Section 8.1 Maintenance of Existence. During the term of this Guaranty, Guarantor shall maintain its corporate existence and good standing under the laws of the State of Delaware, and shall maintain all qualifications, licenses, and permits necessary for the conduct of its business, except where the failure to maintain such qualifications, licenses, or permits would not reasonably be expected to have a material adver

Section 8.2 Notice of Material Adverse Change. Guarantor shall notify Landlord in writing within thirty (30) days of the occurrence of any material adverse change in Guarantor's financial condition. For purposes of this Section 8.2, a "material adverse change" shall include, without limitation, (a) any decrease in Guarantor's net worth by more than twenty-five percent (25%) from the net worth reflected in the most re

Section 8.3 Financial Reporting. Upon Landlord's reasonable written request (which request shall not be made more than once per fiscal year of Guarantor), Guarantor shall deliver to Landlord financial statements of Guarantor (including, at a minimum, a balance sheet and statement of income and expenses, prepared in accordance with GAAP, consistently applied) within ninety (90) days after the end of each fiscal year o

Section 8.4 Merger/Dissolution Restrictions. Guarantor shall not dissolve, liquidate, or wind up its affairs, or merge with or consolidate into any other entity (whether or not Guarantor is the surviving entity), unless the following conditions are satisfied: (a) the surviving or successor entity (if other than Guarantor) shall expressly assume all of Guarantor's obligations under this Guaranty pursuant to a written

Section 9.1 Cumulative Remedies. The rights and remedies of Landlord under this Guaranty are cumulative and are in addition to, and not in substitution for, all other rights and remedies available to Landlord under the Lease, at law, in equity, or otherwise. Without limiting the generality of the foregoing, Landlord's exercise of any right or remedy under the Lease shall not preclude Landlord from exercising any righ

Section 9.2 No Waiver. No failure or delay by Landlord in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Guaranty shall be effective unless made in a writing si

Section 9.3 Costs of Enforcement. In the event that Landlord prevails in any action, suit, or proceeding to enforce this Guaranty or any provision hereof (including, without limitation, any action to collect any amount due hereunder), Guarantor shall pay to Landlord all of Landlord's reasonable and documented attorneys' fees, costs, and expenses incurred in connection with such action, suit, or proceeding, including,

Section 10.1 Notice Provisions. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered personally (with written confirmation of receipt), (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data System

Section 10.2 Change of Address. Either party may change its address for notices and other communications under this Guaranty by giving written notice of such change to the other party in accordance with the provisions of this Section 10.1. Any such change of address shall be effective upon receipt of such notice by the other party.

Section 11.1 Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 11.2 Jurisdiction and Venue. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York located in the County of New York (Borough of Manhattan) and (b) the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty or any transaction c

Section 11.3 Waiver of Jury Trial. GUARANTOR AND LANDLORD EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, THE LEASE, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY A

Section 11.4 Entire Agreement. This Guaranty constitutes the entire agreement between Guarantor and Landlord with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to the subject matter hereof. No representation, warranty, promise, inducement, or statement of intention has b

Section 11.5 Amendments. This Guaranty may not be amended, modified, supplemented, or restated except by a written instrument executed by both Guarantor and Landlord. No oral agreement, course of dealing, or trade usage shall serve to amend, modify, or waive any provision of this Guaranty.

Section 11.6 Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Landlord and its successors and assigns. Landlord may freely assign this Guaranty, without the consent of Guarantor, in connection with any sale, transfer, or other disposition of Landlord's interest in the Lease, the Premises, or the property of which the Premises form a

Section 11.7 Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties agree that any

Section 11.8 Counterparts. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or electronic transmission (including portable document format (.pdf)) shal

Section 11.9 Interpretation. The headings and captions used in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. Unless the context otherwise requires, (a) references to "Sections" and "Articles" refer to Sections and Articles of this Guaranty, (b) references to the Lease shall include all amendments, modifications, supplements, and restateme

Section 11.10 Confidentiality. Landlord shall maintain the confidentiality of all financial statements, financial information, and other non-public information of Guarantor delivered to Landlord pursuant to this Guaranty (collectively, "Guarantor Confidential Information"), and shall not disclose any Guarantor Confidential Information to any person or entity, except to (a) Landlord's lender(s) and prospective lender(

Section 11.11 Relationship to Lease. This Guaranty is an ancillary document to the Lease and is being executed and delivered in connection with the Lease. In the event of any conflict or inconsistency between the terms and provisions of this Guaranty and the terms and provisions of the Lease with respect to Guarantor's obligations hereunder, the terms and provisions of this Guaranty shall control and govern. Nothing

1. The net worth of Tenant (calculated as total assets minus total liabilities) as of the end of the fiscal quarter ending [___] was $[___], which is not less than Seventy-Five Million Dollars ($75,000,000).

2. The net worth of Tenant (calculated as total assets minus total liabilities) as of the end of the fiscal quarter ending [___] was $[___], which is not less than Seventy-Five Million Dollars ($75,000,000).

3. Such net worth has been calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied throughout the Review Periods, using the same accounting methods, policies, practices, and procedures (with consistent classifications, judgments, and estimation methodologies) as those used in the preparation of Tenant's most recent audited annual financial statements.

4. Accordingly, the Guarantor Net Worth Condition, as defined in Section 6.1 of the Guaranty, has been satisfied. This certification is issued solely for the benefit of Stonebridge Industrial Realty Trust, LP, in its capacity as Landlord under the Guaranty, and may not be relied upon by any other person or entity without our prior written consent. Very truly yours, ASHFORD & WHITMORE CPAs LLP By: ________ Name: [____

1. Section 2.3 — Replenishment of Guaranty Cap. The MCB/Halcyon Ridge position is that there should be no replenishment of the Guaranty Cap under any circumstances. Once the $1,200,000 cap is exhausted through payments made by Guarantor, the Guaranty should terminate permanently. We anticipate significant landlord push-back on this point. Landlord's counsel (Whitfield, Barr & Calloway) will likely argue for at least

2. Guaranty Cap Amount ($1,200,000). Landlord's initial draft lease sought an unlimited parent guaranty. The MCB/Halcyon Ridge position is a limited guaranty capped at twelve (12) months of Year 1 Annual Base Rent ($100,000/month × 12 = $1,200,000). This remains a key open business point. Landlord may counter with a cap equal to twenty-four (24) months of base rent or a cap that encompasses additional rent and operat