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to represent the Commission in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this Guaranty, or (c) one or more attorneys is retained to represent the Commission in any other proceedings whatsoever in connection with this Guaranty, then Guarantor shall pay to the Commission upon demand all fees, costs and expenses incurred by the Commission in connection therewith, including, without limitation, reasonable attorneys' fees, court costs and filing fees (all of which are referred to herein as "Enforcement Costs'), in addition to all other amounts due hereunder. 10. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty: (a) Amendments. This Guaranty, together with any related documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law. This Guaranty shall be governed by and construed in accordance with the laws of Indiana. (c) Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be personally delivered or sent by electronic mail or tele facsimile (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. For notice purposes, Guarantor agrees to keep Commission informed at all times of Guarantor's current address. (d) Successors and Assigns. This Guaranty shall inure to the benefit of the Commission and its successors and assigns. This Guaranty shall be binding on Guarantor and the respective successors and assigns of Guarantor. It is agreed that the liability of Guarantor hereunder is independent of any other guarantees or other obligations at any time in effect with respect to Guarantor's obligations, and that liability of Guarantor may be enforced regardless of the existence, validity, enforcement or non-enforcement of any other guarantees or other obligations. (e) Waiver. Commission shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Commission. No delay or omission on the part of Commission in exercising any right shall operate as a waiver of such right or any other right. A waiver by Commission of a provision of this Guaranty shall not prejudice or constitute a waiver of Commission's right otherwise to demand strict compliance with that provision or any other provisions of this Guaranty. No prior waiver by Commission, nor any course of dealing between Commission and Guarantor, shall constitute a waiver of any of Commission's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Commission is required under this Guaranty, the granting of such consent by Commission in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Commission. US.54897021.03