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<br />(other than by operation of Bankruptcy law) of the amounts due <br />under the Agreement, irrespective of any claim as to the lack of <br />authority of the Contractor to execute or deliver the Agreement, <br />the absence of any action to enforce the Agreement, the failure to <br />obtain any judgment against the contractor, the failure to commence <br />any action to enforce a judgment against the Contractor under the <br />Agreement or any similar circumstance which might otherwise <br />constitute a legal or equitable discharge or defense of a guarantor <br />generally. <br /> <br />Except as set forth above, WMI hereby waives diligence, <br />presentment, demand on the Contractor for payment, filing of <br />claims, requirement of a prior proceeding against the Contractor <br />and protest or notice, except as provided for in the Agreement with <br />respect to amounts payable by the Contractor. If at any time <br />payment under the Agreement is rescinded or must be otherwise <br />restored or returned by the Beneficiary upon the insol vency, <br />bankruptcy, or reorganization of the Contractor or WMI or <br />otherwise, WMI's obligations hereunder with respect to such payment <br />shall be reinstated upon such restoration or return being made by <br />the Beneficiary. <br /> <br />WMI represents the Beneficiary as of the date hereof that: <br /> <br />(1) 'it is duly organized and validly existing under the laws <br />of the jurisdiction of its incorporation and has full corporate <br />power and legal right to execute and deliver this Guarantee and to <br />perform the provisions of this Guarantee on its part to be <br />performed; <br /> <br />(2) its execution, delivery, and performance of this <br />Guarantee have been and remain duly authorized by all necessary <br />corporate action and do not contravene any provision of its <br />certificate of incorporation or by-laws or any law, regulation, or <br />contractual restriction binding on it or its assets; and <br /> <br />(3) this Guarantee is its legal, valid and binding obligation <br />enforceable against it in accordance with its terms except as <br />enforcement hereof may be limited by applicable bankruptcy, <br />insolvency, reorganization, or other similar laws affecting the <br />enforcement of creditors' rights or by general equity principles. <br /> <br />By accepting this Guarantee and entering into the Agreement, <br />the Beneficiary agrees that WMI shall be subrogated to rights of <br />the Beneficiary against the Contractor in respect of any amounts <br />paid by WMI pursuant to the Guarantee. <br /> <br />WMI acknowledges that the Contractor is a direct or indirect <br />subsidiary of WMI and that WMI will receive substantial benefit <br />from the performance of the Agreement. <br /> <br />Neither this Guarantee nor the Agreement may be amended <br />without the advance written consent of WMI and the Beneficiary. No <br />