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Guarantor agrees in the event of Guaranty's breach of its obligations to pay reasonable <br />attorney's fees and all other reasonable costs and expenses incurred by the City in <br />enforcing this Guaranty, or in any action or proceeding arising out of or relating to this <br />Guaranty, including any action instituted to determine the respective rights and <br />obligations of the parties hereunder. <br />7. Governing Law: Jurisdiction. This Guaranty is and shall be deemed to be a <br />contract entered into in and pursuant to the laws of the State of California and shall be <br />governed and construed in accordance with the laws of California without regard to its <br />conflicts of laws, rules for all purposes including, but not limited to, matters of <br />construction, validity and performance. Guarantor agrees that any action brought by <br />the City to enforce this Guaranty may be brought in any court of the State of California <br />and Guarantor consents to personal jurisdiction over it by such courts. Guarantor <br />appoints the following person as its agents for service of process in California: <br />With a copy by certified mail to: <br />8. Severabiliv. If any portion of this Guaranty is held to be invalid or <br />unenforceable, such invalidity will have not have an effect upon the remaining portions <br />of this Guaranty, which shall be severable and continue in full force and effect. <br />9. Binding On Successors. This Guaranty shall inure to the benefit of the City and <br />its successors and shall be binding upon Guarantor and its successors, including <br />transferee(s) of substantially all of its assets and its shareholder(s) in the event of its <br />dissolution or insolvency. <br />10. Authori . Guarantor represents and warrants that it has the corporate power <br />and authority to give this Guaranty, that its execution of this Guaranty has been <br />authorized by all necessary action under its Article of Incorporation and By -Laws, and <br />August 17, 2021 3-4 City of Santa Ana <br />