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Except as set forth above, WMH hereby waives diligence, presentment, demand on the <br />Contractor for payment, filing of claims, requirement of a prior proceeding against the <br />Contractor and protest or notice, except as provided for in the Agreement with respect to <br />amounts payable by the Contractor. If at any time payment under the Agreement is rescinded or <br />must be otherwise restored or returned by the Beneficiary upon the insolvency, bankruptcy, or <br />reorganization of the Contractor or WMH or otherwise, WMH's obligations hereunder with <br />respect to such payment shall be reinstated upon such restoration or return being made by the <br />Beneficiary. <br />WMH represents the Beneficiary as of the date hereof that: <br />(1) it is duly organized and validly existing under the laws of the jurisdiction <br />of its incorporation and has full corporate power and legal right to execute and deliver this <br />Guarantee and to perform the provisions of this Guarantee on its part to be performed; <br />(2) its execution, delivery, and performance of this Guarantee have been and <br />remain duly authorized by all necessary corporate action and do not contravene any provision of <br />its certificate of incorporation or by-laws or any law, regulation, or contractual restriction <br />binding on it or its assets; and <br />(3) this Guarantee is its legal, valid and binding obligation enforceable against <br />it in accordance with its terms except as enforcement hereof may be limited by applicable <br />bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of <br />creditors' rights or by general equity principles. <br />By accepting this Guarantee and entering into the Agreement, the Beneficiary agrees that <br />WMH shall be subrogated to rights of the Beneficiary against the Contractor in respect of any <br />amounts paid by WMH pursuant to the Guarantee. <br />WMH acknowledges that the Contractor is a direct or indirect subsidiary of WMH and <br />that WMH will receive substantial benefit from the performance of the Agreement. <br />Neither this Guarantee nor the Agreement may be amended without the advance written <br />consent of WMH and the Beneficiary. No amendment shall be effective unless set forth in a <br />written instrument so executed. <br />If WMH shall default in the performance of its obligations hereunder, WMH shall pay to <br />the Beneficiary all costs incurred by the Beneficiary in enforcing its rights hereunder against <br />WMH, including reasonable attorney fees and court costs. <br />Any notice or other communication required or permitted by the terms hereof shall be in <br />writing and shall be given in a commercially reasonable manner to WMH at 1001 Fannin, 401h <br />Floor, Houston TX 77002, Attention: General Counsel, or to such other address as WMH shall <br />specify in writing to the Beneficiary at its above -specified address or such other address as the <br />Beneficiary shall notify to WMH as provided herein. <br />This Guarantee shall be governed by and construed in accordance with the internal laws <br />of the State of Delaware applicable to contracts made to be performed therein. <br />34 <br />