Common use of No Waivers; Reservation of Rights Clause in Contracts

No Waivers; Reservation of Rights. (a) Except as expressly set forth in this Agreement, Stockholder Representative and each Noteholder have not waived, and by this Agreement, are not waiving, the Specified Defaults, the Specified Forbearance Defaults or any other breaches by PNPL or default of any condition, covenant, term, or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC that may exist or be continuing on the date hereof or that may occur after the date hereof (whether the same or similar to the Specified Defaults, Specified Forbearance Defaults or otherwise), and Stockholder Representative and each Noteholder have not agreed to forbear with respect to any of its rights or remedies concerning any other defaults by PNPL and THC LLC under the terms of the Transaction Documents and the Forbearance Transaction Documents that may have occurred or are continuing as of the date hereof or which may occur after the date hereof. (b) Subject to Section 2.2 of this Agreement, Stockholder Representative and each Noteholder reserves the right, in their sole discretion, to exercise any or all of their rights and remedies under the Transaction Documents and the Forbearance Transaction Documents as a result of any other breaches by PNPL or default of any condition, covenant, term, or provision of by PNPL of the terms of such agreements which may be continuing on the date hereof or any breaches or defaults which may occur after the date hereof, and Stockholder Representative and each Noteholder have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

No Waivers; Reservation of Rights. (a) Except as expressly set forth in this Agreement, Stockholder Representative and each Noteholder have not No Lender has waived, and no Lender is by this Agreement, are not Agreement waiving, the Specified Defaultsand no Lender has any intention of waiving, the Specified Forbearance Defaults or any other breaches by PNPL or default Events of any condition, covenant, term, or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC that Default which may exist or be continuing on the date hereof or that on the Forbearance Effective Date or any Events of Default which may occur after the date hereof (whether or after the same or similar to the Specified Defaults, Specified Forbearance Defaults or otherwise)Effective Date, and Stockholder Representative and each Noteholder have not no Lender has agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other defaults by PNPL and THC LLC under the terms of the Transaction Documents and than, during the Forbearance Transaction Documents that may have occurred or are continuing as of Period, the date hereof or which may occur after Specified Default to the date hereofextent expressly set forth herein) occurring at any time. (b) Subject to, if the Forbearance Period is then applicable, Section 3.2 above (solely with respect to Section 2.2 of this Agreementthe Specified Default), Stockholder Representative and each Noteholder Lender reserves the right, in their sole its discretion, to exercise any or all of their its rights and remedies under the Transaction Documents Credit Agreements and the Forbearance Transaction other Loan Documents as a result of any other breaches by PNPL or default Events of Default occurring at any condition, covenant, term, or provision of by PNPL of the terms of such agreements which may be continuing on the date hereof or any breaches or defaults which may occur after the date hereof, and Stockholder Representative and each Noteholder have not time. No Lender has waived any of such rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should may or will be construed as a waiver of any such rights or remedies. (c) In the event that the Forbearance Effective Date has not occurred on or before February 28, 2020, Section 3.2 (Forbearance) shall be deemed null and void from inception and shall never become effective and the Forbearance Period shall never begin, and notwithstanding the foregoing, the remaining provisions of this Agreement (other than Section 3.2) shall remain effective and shall continue in full force and effect.

No Waivers; Reservation of Rights. (ai) Except as expressly set forth in Section 3(b)(i) of this Agreement, Stockholder Representative (A) the Owner Participant and each Noteholder the Facility Owner have not waived, and by this Agreement, are not waiving, by the Specified Defaultsexecution of this Agreement, the Specified Forbearance Defaults any current or any other breaches by PNPL or default subsequent obligation of any condition, covenant, term, or provision ODEC to replace a surety bond under Section 7.8 of the Transaction Documents Participation Agreement, any Event of Default or the Forbearance Transaction Documents by PNPL and THC LLC that Operating Agreements Default which has occurred or may exist or be continuing on the date hereof or that may hereafter occur after the date hereof (whether the same or similar to the Specified Defaults, Specified Forbearance Defaults Replacement Event or otherwise), ) and Stockholder Representative (B) the Owner Participant and each Noteholder the Facility Owner have not agreed to forbear with respect to any of its their respective rights or remedies concerning any other defaults by PNPL and THC LLC current or subsequent obligation of ODEC to replace a surety bond under the terms Section 7.8 of the Transaction Documents and the Forbearance Transaction Documents that Participation Agreement, any Event of Default or Operating Agreements Default, which may have occurred or are is continuing as of the date hereof or which may occur after the date hereof. (bii) Subject to Section 2.2 ODEC has not acknowledged and agreed, and is not acknowledging and agreeing by the execution of this Agreement, Stockholder Representative that Section 7.8 of the Participation Agreement requires ODEC to replace the Surety Bond with Replacement Credit Enhancement or that the Replacement Event has occurred. (iii) Each of the Owner Participant and the Facility Owner each Noteholder reserves the right, in their its sole discretion, to exercise, or cause the exercise of, any or all of their its rights and remedies under the Transaction Operative Documents and the Forbearance Transaction Documents applicable law as a result of (A) (subject to Section 3(b) hereof) the Replacement Event and any related default or (B) any other breaches Event of Default or Operating Agreements Default which has occurred or may hereafter occur. (iv) Without limiting the generality of the foregoing, ODEC will not claim that any prior action or course of conduct by PNPL the Owner Participant or default the Facility Owner with respect to any subsequent obligation of any condition, covenant, termODEC to replace a surety bond under Section 7.8 of the Participation Agreement, or provision any related Event of by PNPL Default or Operating Agreements Default which has occurred or may hereafter occur (whether the same or similar to the Replacement Event or otherwise) constitutes an agreement or obligation to continue such action or course of conduct in the future. ODEC acknowledges that the Owner Participant and the Facility Owner have not made any commitment as to extend or renew the Waiver Period or as to how or whether the Replacement Event and any related default or any other Event of Default or Operating Agreements Default will be resolved upon termination or expiration of the terms of such agreements which may be continuing on the date hereof or any breaches or defaults which may occur after the date hereof, and Stockholder Representative and each Noteholder have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesWaiver Period.

No Waivers; Reservation of Rights. (a) Except as expressly set forth in this Agreement, Stockholder Representative The Agent and each Noteholder the Lenders have not waived, and by this Agreement, are not by the execution of this Agreement waiving, the Specified Defaults, any Events of Default (including any of the Specified Forbearance Defaults or any other breaches by PNPL or default of any condition, covenant, term, or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC that Items) which may exist or be continuing on the date hereof or that any Events of Default which may hereafter occur after the date hereof (whether such Events of Default are the same as or similar to any of the Specified Defaults, Specified Forbearance Defaults Items or otherwise), and Stockholder Representative and each Noteholder neither the Agent nor the Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default (other defaults by PNPL and THC LLC under the terms of the Transaction Documents and than, during the Forbearance Transaction Documents that Period, solely with respect to the Specified Forbearance Items to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. (b) Subject to Section 2.2 of this Agreement3.2 above (solely with respect to the Specified Forbearance Items), Stockholder Representative the Agent and each Noteholder reserves the Lenders reserve the right, in their sole discretion, to exercise, or cause the exercise of, any or all of their rights and remedies under the Transaction Credit Agreement, the other Loan Documents and the Forbearance Transaction Documents applicable law as a result of any other breaches by PNPL or default Events of any condition, covenant, term, or provision of by PNPL of the terms of such agreements Default which may be continuing on the date hereof or any breaches or defaults Event of Default which may occur after hereafter occur. (c) Without limiting the date hereofgenerality of the foregoing, the Borrower and Stockholder Representative the Guarantors will not claim that any prior action or course of conduct by the Agent or the Lenders, including, without limitation the execution and each Noteholder delivery of this Agreement or any Prior Forbearance Agreement, constitutes an agreement or obligation to continue such action or course of conduct in the future. Each of the Borrower and the Guarantors acknowledges that the Agent and the Lenders have not waived made any commitment as to how or whether the Financial Reporting Defaults will be resolved upon termination or expiration of such rights or remediesthe Forbearance Period. (d) Except as set forth in Section 4 of this Agreement, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should Agreement shall be construed as a waiver of an amendment to the Credit Agreement or any other Loan Document. The Credit Agreement and the other Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying the Credit Agreement or another Loan Document is executed and delivered by the applicable parties, and then only to the extent such rights or remediesagreement actually modifies such documents.

No Waivers; Reservation of Rights. (ai) Except as expressly set forth in this Agreement, Stockholder Representative and each Noteholder have Lender Group has not waived, and is not waiving, by the execution of this Agreement, are not waivingthe funding of Additional Term Loans B, or the acceptance of any payments hereunder or under the Credit Agreement, the Specified Existing Defaults, the Specified Forbearance Defaults or any other breaches by PNPL Default, Event of Default or default of any condition, covenant, term, Termination Event which has occurred or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC that may exist or be continuing on the date hereof or that may hereafter occur after the date hereof (whether the same or similar to the Specified Existing Defaults, the Specified Forbearance Defaults or otherwise), and Stockholder Representative and each Noteholder have Lender Group has not agreed to forbear with respect to any of its rights or remedies concerning any Default or Event of Default (other defaults by PNPL and THC LLC under the terms of the Transaction Documents and than, during the Forbearance Transaction Documents that Period, the Existing Defaults and any other Default or Event of Default (other than any Specified Defaults) to the extent expressly set forth herein), which may have occurred or are is continuing as of the date hereof or which may occur after the date hereof. (bii) Subject to Section 2.2 3(b) above (solely with respect to the Existing Defaults and any other Default or Event of this AgreementDefault other than any Specified Defaults), Stockholder Representative Lender Group and each Noteholder Agent reserves the right, in their sole its discretion, to exercise, or cause the exercise of, any or all of their rights and remedies under the Transaction Credit Agreement, the other Loan Documents and the Forbearance Transaction Documents applicable law as a result of the Existing Defaults, or any other breaches by PNPL Default or default Event of Default (other than any condition, covenant, term, Specified Defaults) which has occurred or provision of by PNPL may hereafter occur. (iii) Without limiting the generality of the terms foregoing, Borrowers will not claim that any prior action or course of such agreements which may be continuing on the date hereof conduct by Lender Group or any breaches Agent constitutes an agreement or defaults which may occur after obligation to continue such action or course of conduct in the date hereoffuture. Each of Borrowers acknowledges that Lender Group or any Agent has made no commitment as to: (i) future funding of the Revolving Credit Loan or Additional Term Loans B, and Stockholder Representative and each Noteholder have not waived (ii) how or whether the Existing Defaults or any other Default or Event of such rights Default will be resolved upon termination or remediesexpiration of the Forbearance Period. (iv) Except as expressly provided herein, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should Agreement shall be construed as an amendment to the Credit Agreement, or any other Loan Document. The Credit Agreement and the other Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying the Credit Agreement or such other Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents. The parties hereto further acknowledge and agree that this Agreement shall constitute a waiver of any such rights or remediesLoan Document for all purposes.

No Waivers; Reservation of Rights. (a) Except as expressly set forth in this Agreement, Stockholder Representative The Administrative Agent and each Noteholder the other Secured Parties party hereto have not waived, and are not by this Agreement, are not Forbearance waiving, the Specified Defaultsand have no intention of waiving, the Specified Forbearance Defaults or any other breaches by PNPL or default Events of any condition, covenant, term, or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC that Default which may exist or be continuing on the date hereof or that any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults, Specified Forbearance Existing Defaults or otherwise), and Stockholder Representative the Administrative Agent and each Noteholder the other Secured Parties party hereto have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default (other defaults by PNPL and THC LLC under the terms of the Transaction Documents and than, during the Forbearance Transaction Documents that may have occurred or are continuing as of Period, the date hereof or which may occur after Existing Defaults to the date hereofextent expressly set forth herein) occurring at any time. (b) Subject to Section 2.2 3.02 above (solely with respect to the Existing Defaults), the Administrative Agent and the other Secured Parties party hereto hereby expressly reserve all rights, remedies and claims available to them in their entirety, any of this which may be exercised or otherwise pursued at any time, and from time to time, in the sole and absolute discretion of the Administrative Agent and the other Secured Parties party hereto, as the case may be, in accordance with the Loan Agreement, Stockholder Representative the other Loan Documents, or at law and each Noteholder reserves the right, in their sole discretion, to exercise any or all of their rights and remedies under the Transaction Documents and the Forbearance Transaction Documents equity as a result of the occurrence and continuance of the Existing Defaults and any other breaches by PNPL Events of Default occurring at any time, including, without limitation, any and all rights under the Credit Agreement to charge interest at the Default Rate. (c) This Forbearance shall not, and shall not be deemed to, establish a custom or default course of dealing (including, without limitation, the establishment of a custom or course of dealing requiring the Administrative Agent or any other Secured Parties to notify the Borrowers of (i) any Default or Event of Default, (ii) its obligations under the Credit Agreement, or (iii) the exercise of any conditionrights of the Administrative Agent or any other Secured Party under the Credit Agreement, covenant, termany of the other Loan Documents, or at law and in equity) and does not, and shall not be deemed to, waive, limit or postpone any Borrower’s or any other Loan Party’s obligations under the Credit Agreement, the other Loan Documents or otherwise, or any other Person obligated thereunder, or any past, present or future violations of any Loan Document or any Default or Event of Default (including the Existing Defaults), and any discussions (whether written or oral) that have occurred or may occur are not, and any actions taken or not taken by the Administrative Agent or any other Secured Party, shall not be deemed to be, a waiver, limitation or postponement of any provision of, or of by PNPL any rights and remedies of the terms of such agreements which may be continuing on the date hereof Administrative Agent or any breaches or defaults which may occur after other Secured Party under the date hereofCredit Agreement, and Stockholder Representative and each Noteholder have not waived any of such the other Loan Documents or at law and in equity, all of which rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies hereby are expressly reserved.

No Waivers; Reservation of Rights. (a) Except as expressly set forth in this Agreement, Stockholder Representative and each Noteholder have Lender has not waived, and is not by this Agreement, are not Agreement waiving, the Specified Defaultsand has no intention of waiving, the Specified Forbearance any Defaults or any other breaches by PNPL or default Events of any condition, covenant, term, or provision of the Transaction Documents or the Forbearance Transaction Documents by PNPL and THC LLC Default that may exist or be continuing on the date hereof (including the Existing Default) or any Defaults or Events of Default that may occur after the date hereof (whether the same or similar to the Specified Defaults, Specified Forbearance Defaults Existing Default or otherwise), and Stockholder Representative and each Noteholder have Lender has not agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default (other defaults by PNPL and THC LLC under the terms of the Transaction Documents and than, during the Forbearance Transaction Documents Term, the Existing Default to the extent expressly set forth herein), that may have occurred or are continuing as of the date hereof or which that may occur after the date hereof. (b) Subject to Section 2.2 of this Agreementabove (solely with respect to the Existing Default), Stockholder Representative and each Noteholder Lender reserves the right, in their its sole discretion, to exercise any or all of their its rights and remedies under the Transaction Documents Loan Agreement and the Forbearance Transaction Documents Other Agreements as a result of any other breaches by PNPL Defaults or default Events of any condition, covenant, term, or provision of by PNPL of the terms of such agreements which Default that may be continuing on the date hereof or any breaches Defaults or defaults which Event of Default that may occur after the date hereof, and Stockholder Representative and each Noteholder have Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on their its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. (c) Notwithstanding anything herein to the contrary, Lender hereby waives its right to collect interest at the default rate provided under the Loan Agreement for the period commencing on date of the acceleration notice, February 2, 2009, through the date hereof.