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and protest or notice, except as provided for in the Agreement with respect to anounts payable by the Contractor. If at any time payment tinder the Agreement is rescinded or must be otherwise restored or returned by the Beneficiary upon the insolvency, banknTptcy, or reorganization of the Contractor or WMH or otherwise, WMH's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by the Beneficiary. WMH represents the Beneficiary as of the date hereof that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has fall corporate power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery, and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by -laws or any law, regulation, or contractual restriction binding on it or its assets; and (3) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, the Beneficiary agrees that WMH shall be subrogated to rights of the Beneficiary against the Contractor in respect of any amounts paid by WMH pursuant to the Guarantee. WMH acknowledges that the Contractor is a direct or indirect subsidiary of WMH and that WMH will receive substantial benefit from the performance of the Agreement. Neither this Guarantee nor the Agreement may be amended without the advance written consent of WMH and the Beneficiary. No amendment shall be effective unless set forth in a written instrument so executed. If WMH shall default in the performance of its obligations hereunder, WMH shall pay to the Beneficiary all costs incurred by the Beneficiary in enforcing its rights hereunder against WMH, including reasonable attorney fees and court costs. Any notice or other communication required or permitted by the terms hereof shall be in writing and shall be given in a commercially reasonable manner to WMH at 1001 Fannin, 40u' Floor, Houston TX 77002, Attention: General Counsel, or to such other address as WMH shall specify in writing to the Beneficiary at its above - specified address or such other address as the Beneficiary shall notify to WMH as provided herein. This Guarantee shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made to be performed therein. The Beneficiary's receipt and acceptance of this Guarantee shall constitute the Beneficiary's acceptance of and agreement to each and every tern hereof. 254 41