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• <br /> ATTACHMENT G <br /> GUARANTY <br /> THIS GUARANTY (the "Guaranty ") is given as of the day of , 2009, <br /> by RECOLOGY, INC., formerly NORCAL WASTE SYSTEMS, INC., ( "Guarantor "), to <br /> , a public agency ( "Agency "). <br /> THIS GUARANTY is made with reference to the following facts and circumstances: <br /> A. Recology San Mateo County ( "Contractor ") is a corporation organized under the <br /> laws of the State of California, all of the issued and outstanding stock of which is owned by <br /> Guarantor. <br /> B. Guarantor is a corporation organized under the laws of the State of California. <br /> C. Contractor and Agency have negotiated an Agreement for Solid Waste, <br /> Recyclable Materials, and Organic Materials Collection ( "Agreement "), under which Contractor <br /> is to provide specified services to Agency. A copy of this Agreement is attached hereto and <br /> incorporated herein by this reference. <br /> D. It is a requirement of the Agreement, and a condition to Agency's entering into <br /> the Agreement, that Guarantor guaranty Contractor's performance of the Agreement. <br /> E. Guarantor is providing this Guaranty to induce Agency to enter into the <br /> Agreement. <br /> NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: <br /> 1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally <br /> guarantees to Agency the complete and timely performance, satisfaction and observation by <br /> Contractor of each and every term and condition of the Agreement which Contractor is required <br /> to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe <br /> any of the terms or conditions of the Agreement, Guarantor will promptly and fully perform, <br /> satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees prompt <br /> payment to Agency of each and every sum due from Contractor to Agency under the <br /> Agreement, as and when due from time to time, and the prompt performance of every other task <br /> and duty to be performed by the Contractor under the Agreement. <br /> 2. Guarantor's Obligations Are Absolute. The obligations of the Guarantor <br /> hereunder are direct, immediate, absolute, continuing, unconditional and unlimited and, with <br /> respect to any payment obligation of Contractor under the Agreement, shall constitute a <br /> guarantee of payment and not of collection, and are not conditional upon the genuineness, <br /> validity, regularity or enforceability of the Agreement. <br /> 3. Waivers and Subordination. The Guarantor shall have no right to terminate <br /> this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it <br /> for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, <br /> reorganization or cessation of existence of the Contractor; (2) any amendment, modification or <br /> waiver of any provision of the Agreement or the extension of its Term; (3) the actual or <br /> purported rejection of the Agreement by a trustee in bankruptcy, or any limitation on any claim in <br /> bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, <br /> extension, release or modification with respect to any of the obligations of the Agreement <br /> guaranteed hereunder or the impairment or suspension of any of Agency's rights or remedies <br /> Franchise Agreement for Collection Services with Recology San Mateo Attachment G <br /> Redwood City Guaranty 1 of 4 <br />