No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by any Loan Party with any terms of the Loan Documents, or to exercise any rights or remedies or otherwise; (b) failure to satisfy any conditions precedent; or (c) acceptance by Lender of any payment or performance by a Loan Party under any Loan Documents in a manner other than that specified therein.  No delay or failure of the Lender in exercising any right, power or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege.  It is expressly acknowledged by Borrowers that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.