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action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder. G. Governing Law: Agency. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws, rules for all purposes including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by the Agency to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to authority over it by such courts. Guarantor appoints the following Person as its agents for service of process in California: CT Corporation System 818 West 7th Street Los Angels, CA 90017 With a copy by certified mail to: Allied Waste Service San Mateo Division Attn: General Manager 225 shoreway Road San Carlos, CA 94070 H. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity will have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect. I. Binding On Successors. This Guaranty shall inure to the benefit of the Agency and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency. J. AUTHORITY. Guarantor represents and warrants that it has the corporate power to give this Guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Article of Incorporation and by-laws, and that the Person signing this Guaranty on its behalf has the authority to do so.