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4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed by Contractor, and Guarantors shall remain fully responsible under this Guaranty without regard . to the acceptance by the Authority of any performance bond or other collateral to assure the performance of Contractor's obligations under the Agreement. Guarantors shall not be released of their obligations hereunder so long as there is any claim by the Authority against Contractor arising out of the Agreement qased on Contractor's failure to perform which has not been settled or discharged. 5. No Waivers bv Authoritv. No delay on the part of the Authority in exercising any rights under this Guaranty or failure to exercise such rights shall operate asa waiver of such rights. No notice to or demand on Guarantors shall be a waiver of any obligation of Guarantors or right of the Authority to take other or further action without notice or demand. No modification or waiver by the Authority of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the Authority and by Guarantors, nor shall any waiver by the Authority be effective except in the specific instance or matter for which it is given. 6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, Guarantors agree to pay actual attorney's fees and all other costs and expenses incurred by the Authority in enforcing this Guaranty, or in any 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. 7. Governina Law; Jurisdiction. 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. Guarantors agree that any action brought by the Authority to enforce this Guaranty may be brought in any court of the State of California and Guarantors consent to personal jurisdiction over them by such courts. Guarantors appoint the following person as their agent for service of process in California: r"i' I I - \ ,"*0"""/\ ~ t'f. t"~ q 1 g, (:)~ ~A~Mo AI.6. .sc....,.J 0~e.~ . t::A <<1 , 3 S 2. - IO~' 8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect. 9. Bindina on Successors. This Guaranty shall inure to the benefit of the Authority and its successors and shall be binding upon Guarantors and their successors, including a successor entity formed by a merger or consolidation of the two Guarantors, a transferee of substantially all of their assets, and the shareholders of a Guarantor in the event of its dissolution or insolvency. 10. Authoritv. Guarantors represent and warrant that each has the corporate power to give this guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and by-laws, and that the Person signing this Guaranty on its behalf has the authority to do so., 11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows: 3 1944685. )