|
<br />1
<br />
<br />CORPORATE GUARANTY
<br />
<br />Elk River, Minnesota
<br />November __, 2024
<br />
<br />
<br />FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
<br />acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without
<br />security, given or to be given or continued at any time and from time to time by the ECONOMIC
<br />DEVELOPMENT AUTHORITY OF THE LENDER OF ELK RIVER, a body corporate and politic and
<br />political subdivision of the State of Minnesota (the “Lender”), to or for the account of MODERN
<br />CONSTRUCTION OF MINNESOTA, INC., a Minnesota corporation (the “Borrower”), MFS FOODS,
<br />INC., a Minnesota corporation, also doing business as Tipsy on Main (the “Corporate Guarantor”),
<br />absolutely and unconditionally guaranties to the Lender the full and prompt payment if and when due,
<br />whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations
<br />and liabilities of the Borrower (and any and all successors of the Borrower) to the Lender, now or hereafter
<br />existing, absolute or contingent, independent, joint, several or joint and several, secured or unsecured, due
<br />or to become due, contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise,
<br />including without limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and
<br />all successors of the Borrower) as a member of any partnership, syndicate, association or other group, and
<br />whether incurred by the Borrower (or any successor of the Borrower) as principal, surety, endorser,
<br />guarantor, accommodation party or otherwise now or hereafter existing including the that certain
<br />Promissory Note of even date herewith, in the original aggregate principal amount of $51,499.00, executed
<br />and delivered by the Borrower to the Lender, in accordance with the terms of the Loan Agreement, between
<br />the Lender and the Borrower (collectively, the “Indebtedness”); and the Corporate Guarantor agrees to pay
<br />on demand all of the Lender’s fees, costs, expenses and reasonable attorneys’ fees in connection with the
<br />Indebtedness, any security therefor, and this guaranty, plus interest on such amounts at the highest rate then
<br />applicable to any of the Indebtedness.
<br />
<br />The Lender may at any time and from time to time, without consent of or notice to the Corporate
<br />Guarantor, without incurring responsibility to the Corporate Guarantor, without releasing, impairing or
<br />affecting the liability of the Corporate Guarantor hereunder, upon or without any terms or conditions, and
<br />in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate, extend, alter,
<br />substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and in any order
<br />any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2) accept any security
<br />for, or other guarantors of, any Indebtedness; (3) fail, neglect or omit to obtain, realize upon or protect any
<br />Indebtedness or any security therefor, to exercise any lien upon or right to any money, credit or property
<br />toward the liquidation of the Indebtedness, or to exercise any other right against the Borrower, the Corporate
<br />Guarantor, any other guarantor or any other person; and (4) apply any payments and credits to the
<br />Indebtedness in any manner and in any order. No act, omission or thing, except full payment and discharge
<br />of the Indebtedness, which but for this provision could act as a release or impairment of the liability of the
<br />Corporate Guarantor hereunder, shall in any way release, impair or otherwise affect the liability of the
<br />Corporate Guarantor hereunder, and the Corporate Guarantor waives any and all defenses of the Borrower
<br />pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the defense of
<br />discharge by payment. The failure of any person or persons to sign this or any other guaranty shall not
<br />release, impair or affect the liability of the Corporate Guarantor hereunder. This guaranty is a primary
<br />obligation of the Corporate Guarantor and the Lender shall not be required to first resort for payment of the
<br />Indebtedness to the Borrower or any other person, their properties or estates, or any security or other rights
<br />or remedies whatsoever. The Corporate Guarantor shall be and remain liable for any deficiency remaining
<br />after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability
<br />Page 102 of 124
|