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e~~ voi F'a ii~,il24g1` OF'R 2F4~~ &S1 performable at the place or places where the Guaranteed Obligations are payable and performable. Section 11 Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable law. Section 12 Costs and Expenses of Enforcement. Guazantor agrees to pay to City on demand all costs and expenses incurred by City in seeking to enforce City's rights and remedies under this Guazanty, including court costs, costs of alternative dispute resolution and reasonable attorneys' fees, whether or not suit is filed or other proceedings are initiated hereon. All such costs and expenses incurred by City shall constitute a portion of the Guaranteed Obligations hereunder, shall be subject to the provisions hereof with respect to the Guaranteed Obligations and shall be payable by Guazantor on demand by City. Section 13 No Usury. It is not the intention of City or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guazantor under applicable law. Should it be determined that any portion of the Guazanteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor's capacity as guarantor, may lawfully be required to pay under applicable law, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable law. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guazantor and City. Section 14 Representations, Warranties, and Covenants of Guazantor. Until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guazanty is fully performed, Guarantor hereby represents, warrants, and covenants that: (a) Guazantor, through its one hundred percent (100%) ownership of all member interests in Hotels Development, the sole owner of all member interests in Hammons, has a financial interest in Hammons and will derive a material and substantial benefit, directly or indirectly, from Hammons entering into the Agreement and the transactions contemplated therein and from the making of this Guazanty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guazantor; (c) Guazantor is not, and the execution, delivery and performance by Guazantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guazantor is bound or affected; (d) unless Guazantor is a natural person, Guazantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and F-11 803273 4