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GUARANTY In consideration of KATH FUEL OIL SERVICE CO. ("Kath") entering into certain agreements with and extending credit to ____________________ (referred to in this Guaranty and the "Debtor"), and in order to induce Kath to do so, the undersigned hereby jointly, severally, and unconditionally guaranty to Kath the full and prompt payment and performance of all obligations and indebtedness incurred by the Debtor to Kath under the terms of any such agreements and extensions of credit, whether created before or after the date of this Guaranty (all of which shall be referred to in this Guaranty as the "Obligations").
This Guaranty is an absolute, unconditional and continuing guaranty and is in no way conditioned upon and requirement that Kath first attempt to collect the Obligations from the Debtor or resort to any collateral security or other means of obtaining payment. The undersigned agree the Kath may, without notifying the undersigned, compromise or extend or modify the Obligations, and the undersigned hereby agree that no such act shall operate to release or diminish their liability under this Guaranty.
The undersigned hereby express waive notice of the acceptance of this Guaranty by Kath, waive notice of all Obligations created and credit extended to Debtor, waive presentment, demand for payment, notice of dishonor or non-payment and protest, waive notice of the taking of notes or other security for such indebtedness as may be incurred by the Debtor of Kath and waives notice of default by the Debtor. The undersigned agrees that Kath may release any security for the Obligations without notice to the undersigned and without affecting this Guaranty. The undersigned agree to pay on demand all costs, expenses and reasonable attorneys' fees paid or incurred by Kath in connection with the enforcement of the Obligations of this Guaranty.
No release or discharge of any one or more of the undersigned shall release or discharge any of the other undersigned, unless and until all of the Obligations have been fully paid and discharged. The undersigned will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to the undersigned against any other person or entity liable for the Obligations unless and until the Obligations have been paid in full and discharged.
The undersigned waive any and all surety defense of discharge by payment in full. The liability of the undersigned shall not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting the Debtor or any of its assets.
This Guaranty shall be the joint and several obligation of the undersigned, and shall be binding upon the respective heirs, legal representatives, successors and assigns of the undersigned, and shall inure to the benefit of successors and assigns of Kath. The Guaranty shall be construed and interpreted in accordance with and governed by the laws of the State of Minnesota.
Dated this________ day of________________, _________
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1052480.1 |