Common use of Rights and Remedies Cumulative; Non-Waiver; etc Clause in Contracts

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, neither the Administrative Agent nor any Lender shall exercise at any time during which no Event of Default shall have occurred and be continuing any right or remedy with respect to any of the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtors.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and and/or the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 12.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender shall exercise from exercising setoff rights in accordance with Section 14.4 (subject to the terms of Section 5.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 12.2 and be continuing any right or remedy with respect (ii) in addition to any the matters set forth in clauses (b), (c) and (d) of the Collateral, including, but not limited topreceding proviso and subject to Section 5.6, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtorsit and as authorized by the Required Lenders.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent Agents and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent Agents and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative any Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent Agents and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to In addition, any election of remedies which results in the contrary set forth herein denial or in any other Loan Document, neither impairment of the right of the Administrative Agent nor to seek a deficiency judgment against any Lender Borrower referred to in Section 11.1 shall exercise at any time during which no Event of Default shall have occurred and be continuing any right or remedy with respect not impair the Guarantor's obligation to any pay the full amount of the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtorsGuaranteed Obligations.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the Lender's rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders Lender of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or hereunder, under the Loan Documents or that under any other agreement between Borrower or Lender or which may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent Borrower and the Lenders Lender or their respective its agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth herein Lender shall not, under any circumstances or in any other Loan Documentevent whatsoever, neither have any liability for any error, omission or delay of any kind occurring in the Administrative Agent nor any Lender shall exercise at any time during which no Event of Default shall have occurred and be continuing any right or remedy with respect to any liquidation of the CollateralCollateral or the Realty or for any damages resulting therefrom, including, but not limited to, any right granted in any Security Document to collect accounts receivable except for liability resulting from Lender's gross negligence or to notify account debtorswillful misconduct.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders Lender set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders Lender, of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder under this Agreement, under any Related Documents or under any other agreement between the Loan Documents Borrower and the Lender or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No express or implied waiver by the Lender of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default. No course of dealing between the Borrowers, the Administrative Agent Borrower and the Lenders Lender or their respective its agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Related Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to In case the contrary set forth herein or in any other Loan Document, neither the Administrative Agent nor any Lender shall exercise at proceed to invoke any time during which no Event of Default right, remedy or recourse permitted hereunder or under the Related Documents and shall thereafter elect to discontinue or abandon the same for any reason, the Lender shall have occurred the unqualified right so to do and, in such event, the Borrower and the Lender shall be continuing any right or remedy restored to their former positions with respect to any the Obligations, the Related Documents and otherwise, and the rights, remedies, recourse and powers of the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtorsLender hereunder shall continue as if the same had never been invoked.

Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 9.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender shall exercise at any time during which no Event from exercising setoff rights in accordance with Section 11.4 (subject to the terms of Default shall have occurred and be continuing any right or remedy with respect to any of the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtors.103 142128979_6 170630523_7

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowersany Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 11.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Issuing Lender or Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender shall exercise from exercising setoff rights in accordance with Section 13.4 (subject to the terms of Section 4.6), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Borrower under any bankruptcy, solvency or other debtor relief law; and provided, further, that if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 11.2 and be continuing any right or remedy with respect (B) in addition to any the matters set forth in clauses (ii), (iii) and (iv) of the Collateral, including, but not limited topreceding proviso and subject to Section 4.6, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtorsit and as authorized by the Required Lenders.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration ----------------------------------------------- of the Lender's rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders Lender of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or hereunder, under the Loan Documents or that under any other agreement between the Borrower and the Lender or which may now or hereafter exist in law or in equity or by suit or otherwise; provided, if the Lender exercises its rights and remedies under subparagraph (b) of Section 10.1, it will take and obtain all rights, title and interest to the entire Collateral in full satisfaction of Borrower's Obligations, and will seek no further remedies as to the Borrower's Obligations. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege privilege, except as limited by the proviso in the first sentence of this Section 10.2 relating to taking the Collateral in full satisfaction of the Borrower's Obligations, or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent Borrower and the Lenders Lender or their respective agents or the Lender's employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth herein The Lender shall not, under any circumstances or in any other Loan Documentevent whatsoever, neither have any liability for any error, omission or delay of any kind occurring in the Administrative Agent nor any Lender shall exercise at any time during which no Event of Default shall have occurred and be continuing any right or remedy with respect to any liquidation of the Collateral, including, but not limited to, Collateral or for any right granted in any Security Document damages resulting therefrom except damages directly attributable to collect accounts receivable the Lender's gross negligence or to notify account debtorswillful misconduct.

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive exhaustive, and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Loan Documents or that may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersCompany, the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Company and/or the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 7.02 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) [reserved], (c) Lender from exercising setoff rights in accordance with Section 9.04 (subject to the terms of Section 2.16), or (d) any Lender shall exercise from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Company and/or the Borrower under any Debtor Relief Law; and provided, further, that if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 7.02 and be continuing any right or remedy with respect (ii) in addition to any the matters set forth in clauses (c) and (d) of the Collateral, including, but not limited topreceding proviso and subject to Section 2.16, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtorsit and as authorized by the Required Lenders.

Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 8.2 and Section 8.3 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender shall exercise from exercising setoff rights in accordance with Section 10.4 (subject to the terms of Section 11.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided, further, that (i) if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and be continuing any right or remedy with respect Section 8.3 and (ii) in addition to any the matters set forth in clauses (b) and (c) of the Collateral, including, but not limited topreceding proviso and subject to Section 11.13, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtors.it and as authorized by the Required Lenders. -89-

Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 9.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender shall exercise from exercising setoff rights in accordance with Section 11.4 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.2 and be continuing any right or remedy with respect (ii) in addition to any the matters set forth in clauses (b), (c) and (d) of the Collateral, including, but not limited topreceding proviso and subject to Section 4.6, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtors.it and as authorized by the Required Lenders. SECTION 9.4

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or 139 in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersCredit Parties, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. Notwithstanding anything to No Lender (including, without limitation, any Lender which acts as the contrary set forth herein or in agent under any other Additional Facility Loan Document, neither the Administrative Agent nor any Lender ) shall exercise at any time during which no rights or remedies following a Default or Event of Default shall have occurred or default or event of default under any Additional Facility Loan Document except pursuant to the terms of Section 12.2, this Section 12.3, and be continuing any right or remedy with respect to any of the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtorsSection 14.4.

Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 10.2 for the benefit of all the Lenders and any Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender shall exercise at any time during which no Event of Default shall have occurred or the Swingline Lender from exercising the rights and be continuing any right remedies that inure to its benefit (solely in its capacity as an Issuing Lender or remedy with respect to any of Swingline Lender, as the Collateral, including, but not limited to, any right granted in any Security Document to collect accounts receivable or to notify account debtors.case may be) hereunder and under the

Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the Lender's rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement Guaranty is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders Lender of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or hereunder, under the Loan Documents or that under any other agreement between Guarantor and Lender or which may now or hereafter exist in law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, the Administrative Agent Guarantor and the Lenders Lender or their respective agents or Lender's employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents Guaranty or to constitute a waiver of any Event of Default. Notwithstanding anything to the contrary set forth herein Lender shall not, under any circumstances or in any other Loan Documentevent whatsoever, neither have any liability for any error, omission or delay of any kind occurring in the Administrative Agent nor any Lender shall exercise at any time during which no Event of Default shall have occurred and be continuing any right or remedy with respect to any liquidation of the Collateral, including, but not limited to, Collateral or for any right granted in any Security Document damages resulting therefrom except damages directly attributable to collect accounts receivable Lender's gross negligence or to notify account debtorswillful misconduct.

Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist in at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the BorrowersBorrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary set forth contained herein or in any other Loan Document, neither the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent nor in accordance with Section 9.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender shall exercise from exercising setoff rights in accordance with Section 11.4 (subject to the terms of Section 4.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time during which there is no Event of Default Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have occurred the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.2 and be continuing any right or remedy with respect (ii) in addition to any the matters set forth in clauses (b), (c) and (d) of the Collateral, including, but not limited topreceding proviso and subject to Section 4.6, any right granted in Lender may, with the consent of the Required Lenders, enforce any Security Document rights and remedies available to collect accounts receivable or to notify account debtors.it and as authorized by the Required Lenders. SECTION 9.4