any such proceeding.
12.4
Independent Obligation.
The obligations of Holdings hereunder are
independent of the obligations of any other guarantor or the Borrower, and a
separate action or actions may be brought and prosecuted against Holdings
whether or not action is brought against any other guarantor or the Borrower and
whether or not any other guarantor or the Borrower be joined in any such action
or actions.
Holdings waives, to the fullest extent permitted by law, the
benefit of any statute of limitations affecting its liability hereunder or the
enforcement thereof.
Any payment by the Borrower or other circumstance which
operates to toll any statute of limitations as to the Borrower shall, to the
fullest extent permitted by law, operate to toll the statute of limitations as
to Holdings.
12.5
Authorization.
Holdings authorizes each Guaranteed Creditor
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:
(A)
SUBJECT TO THE PRIOR AGREEMENT OF THE BORROWER (TO THE EXTENT
REQUIRED BY THE CREDIT AGREEMENT), CHANGE THE MANNER, PLACE OR TERMS OF PAYMENT
OF, AND/OR CHANGE OR EXTEND THE TIME OF PAYMENT OF, RENEW, INCREASE, ACCELERATE
OR ALTER, ANY OF THE GUARANTEED OBLIGATIONS (INCLUDING ANY INCREASE OR DECREASE
IN THE RATE OF INTEREST THEREON), ANY SECURITY THEREFOR, OR ANY LIABILITY
INCURRED DIRECTLY OR INDIRECTLY IN RESPECT THEREOF, AND THE HOLDINGS SECURED
GUARANTY HEREIN MADE SHALL APPLY TO THE GUARANTEED OBLIGATIONS AS SO CHANGED,
EXTENDED, RENEWED OR ALTERED;
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(B)
TAKE AND HOLD SECURITY FOR THE PAYMENT OF ANY OF THE GUARANTEED
OBLIGATIONS AND SELL, EXCHANGE, RELEASE, SURRENDER, REALIZE UPON OR OTHERWISE
DEAL WITH IN ANY MANNER AND IN ANY ORDER ANY PROPERTY BY WHOMSOEVER AT ANY TIME
PLEDGED OR MORTGAGED TO SECURE, OR HOWSOEVER SECURING, ANY OF THE GUARANTEED
OBLIGATIONS OR ANY LIABILITIES (INCLUDING ANY OF THOSE HEREUNDER) INCURRED
DIRECTLY OR INDIRECTLY IN RESPECT THEREOF OR HEREOF, AND/OR ANY OFFSET
THEREAGAINST;
(C)
EXERCISE OR REFRAIN FROM EXERCISING ANY RIGHTS AGAINST THE
BORROWER OR OTHERS OR OTHERWISE ACT OR REFRAIN FROM ACTING;
(D)
RELEASE OR SUBSTITUTE ANY ONE OR MORE ENDORSERS, GUARANTORS, THE
BORROWER OR OTHER OBLIGORS;
(E)
SETTLE OR COMPROMISE ANY OF THE GUARANTEED OBLIGATIONS, ANY
SECURITY THEREFOR OR ANY LIABILITY (INCLUDING ANY OF THOSE HEREUNDER) INCURRED
DIRECTLY OR INDIRECTLY IN RESPECT THEREOF OR HEREOF, AND MAY SUBORDINATE THE
PAYMENT OF ALL OR ANY PART THEREOF TO THE PAYMENT OF ANY LIABILITY (WHETHER DUE
OR NOT) OF THE BORROWER TO ITS CREDITORS OTHER THAN THE GUARANTEED CREDITORS;
(F)
APPLY ANY SUMS BY WHOMSOEVER PAID OR HOWSOEVER REALIZED TO ANY
LIABILITY OR LIABILITIES OF THE BORROWER TO THE GUARANTEED CREDITORS REGARDLESS
OF WHAT LIABILITY OR LIABILITIES OF HOLDINGS OR THE BORROWER REMAIN UNPAID;
AND/OR
(G)
CONSENT TO OR WAIVE ANY BREACH OF, OR ANY ACT, OMISSION OR DEFAULT
UNDER, THIS CREDIT AGREEMENT OR ANY OF THE INSTRUMENTS OR AGREEMENTS REFERRED TO
HEREIN, OR, WITH THE AGREEMENT OF THE BORROWER, AMEND, MODIFY OR SUPPLEMENT