4. No Subrogation. Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor by the Collateral Agent or any of its Affiliates, Guarantor shall not be entitled to be subrogated to any of the rights of such party against the Borrower or any collateral security or guarantee or right of offset held by the Collateral Agent for the payment of the Guaranteed Obligations, nor shall Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by Guarantor hereunder, until all amounts owing by the Borrower on account of the Guaranteed Obligations are paid and satisfied in full and the Credit Agreement is terminated. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid and satisfied in full, such amount shall be held by Guarantor in trust for the Collateral Agent, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to the Collateral Agent in the exact form received by Guarantor (duly indorsed by Guarantor to the Collateral Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.
5. Amendments, Etc. with Respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Collateral Agent may be rescinded by the Collateral Agent and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by the Collateral Agent pursuant to the terms of the Credit Agreement, and the Credit Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lenders may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. When making any demand hereunder against Guarantor, the Collateral Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Collateral Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower shall not relieve Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent against Guarantor. For the purposes hereof demand shall include the commencement and continuance of any legal proceedings.
6. Waiver of Rights. Except as otherwise expressly provided herein, Guarantor waives any and all notice of any kind including, without limitation, notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations, and notice of or proof of reliance upon this Limited Guaranty by the Collateral Agent or any Lender or acceptance of this Limited Guaranty by the Collateral Agent. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Limited Guaranty, and all dealings between the Borrower and Guarantor, on the one hand, and each Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Limited
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