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(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 /> 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 payment under the Agreement is rescinded or must be otherwise 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 insolvency, <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 /> WMI represents the Beneficiary as of the date hereof that: <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 /> (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 /> (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 /> 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 /> 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 /> Neither this Guarantee nor the Agreement may be amended <br /> without the advance written consent of WMI and the Beneficiary. No <br />