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3. Nature of Guaranty. Guarantor intends to guarantee at all times the performance and prompt payment when due of the Faithful Performance Amount within the limits set forth in the preceding section of this Guaranty. 4. Duration of Guaranty. This Guaranty will take effect when received by the Commission and the Commission resolves to sell the Property to the Bidder, without any notice to Guarantor, and will continue in full force until the later of the Agreement is executed by the Bidder and the sale of the Property to the Bidder is completed pursuant to the terms of the Agreement or the Faithful Performance Amount is paid in full by the Bidder. 5. Guarantor's Representations and Warranties. Guarantor represents and warrants to Commission that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) Guarantor has full power, right and authority to enter into this Guaranty; and (c)the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor. Guarantor agrees to keep the Commission adequately informed of any facts, events, or circumstances which might in any way affect the Commission's risks under this Guaranty. 6. Guarantor's Financial Records. Upon request by the Commission (or its directors, officers, employees, agents or representatives), Guarantor shall provide the Commission (or its directors, officers, employees, agents or representatives) any requested financial statements, books or records (collectively, the "Financial Records") for the sole purpose of permitting the Commission to determine whether or not the Commission will accept this Guaranty as part of the Proposal submitted by the Bidder. The Commission (or its directors, officers, employees, agents or representatives) shall not disclose to any person or entity such Financial Records except as and to the extent required by law, including but not limited to the Indiana Access to Public Records law at Indiana Code 5-14-3, or pursuant to an order of a court of competent jurisdiction. 7. Insolvency. If Guarantor shall become insolvent (however defined), Commission shall have the right to declare all obligations payable under this Guaranty immediately due and payable, and the Guarantor shall forthwith pay to Commission the full amount due hereunder, whether due and payable or unmatured. If Guarantor voluntarily commences or there is commenced involuntarily against the Guarantor a case under the United States Bankruptcy Code, the full amount due by Guarantor hereunder, whether due and payable or unmatured, shall become immediately due and payable without demand or notice thereof. 8. Guarantor's Waivers. Guarantor unconditionally waives all notices which may be required by statute, rule of law or otherwise, including, without limitation, any demand, presentment and protest, proof of notice of non-payment or non-performance under the Guaranty, and any failure on the part of Guarantor to perform or comply with any covenant, agreement,term or condition of the sale of the Property. Guarantor waives any and all defenses, claims and discharges of the Bidder pertaining to the Faithful Performance Amount, except the defense of discharge of payment in full. 9. Enforcement Costs. If(a) this Guaranty is placed in the hands of one or more attorneys for collection or is collected through any legal proceeding; (b) one or more attorneys is retained US.54897021.03