Common use of Acknowledgment of Default Clause in Contracts

Acknowledgment of Default. Borrower hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Agent to exercise its rights and remedies under the Credit Agreement and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that as of the date hereof, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law in respect of or arising out of the Existing Defaults and the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that upon the expiration or termination of the Forbearance Period, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited to, accelerating all of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kind.

Acknowledgment of Default. Borrower To induce the Agent and the Lenders to execute this Agreement, each Loan Party hereby acknowledges acknowledges, stipulates, represents, warrants, covenants and agrees that the Existing Defaults have occurred and are continuing, each of which as follows: (a) Each Specified Default constitutes an Event of Default that (i) has occurred, remains uncured, has not been waived and entitles Agent to exercise its rights and remedies under is continuing as of the Credit date of this Agreement and cannot be cured or (ii) is expected to occur during the Loan DocumentsForbearance Period and will not be able to be cured. Except for the Specified Defaults, applicable law, no other Defaults or otherwise. Borrower represents Events of Default have occurred and warrants that are continuing as of the date hereof, no Events or to the best of Default exist other than its knowledge are expected to occur. Except as expressly set forth in this Agreement, the Existing Defaults. Borrower hereby acknowledges agreements of the Agent and agrees that when the Anticipatory Defaults occurLender hereunder to forbear in the exercise of their respective rights, each shall constitute an Event of Default remedies, powers, privileges and defenses under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms Documents in respect of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear Specified Defaults during the Forbearance Period from exercising their rights do not in any manner whatsoever limit any right of any of the Agent and remedies the Lenders to insist upon strict compliance with this Agreement or any Loan Document during the Forbearance Period. (b) Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect, any rights, remedies, powers, privileges and defenses any of the Lenders or the Agent have or may have arising as the result of any Event of Default (including any Specified Default) that has occurred or that may occur under the Credit Agreement and Financing Agreement, the other Loan Documents or applicable law law. The Agent’s and the Lender’s actions in respect entering into this Agreement are without prejudice to the rights of or arising out any of the Existing Defaults Agent and the Anticipatory Defaults. Borrower acknowledges Lenders to pursue any and agrees that all remedies under the Loan Documents pursuant to applicable law or in equity available to each of them in each such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that Person’s sole discretion upon the termination (whether upon expiration thereof, upon acceleration or termination otherwise) of the Forbearance Period. (c) The aggregate outstanding principal amount of the Loans as of February 26, 2020 (the Forbearance Agreement shall automatically “Balance Date”) (including loans made on the Closing Date and without further action terminate interest paid in kind pursuant to Section 2.7(b) of the Financing Agreement) was equal to $25,376,908.87 and be accrued and unpaid interest thereon (excluding interest paid “in kind”) as of no further force the Balance Date was equal to $219,933.21. The foregoing amounts do not include interest from the Balance Date through the Term Loan Maturity Date and effectthe fees, it being expressly agreed expenses and other amounts that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies are chargeable or otherwise reimbursable under the Credit Loan Documents. (d) All of the assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Agent pursuant to the Collateral Documents are (and shall continue to be) subject to valid and enforceable liens and security interests of the Agent, as collateral security for all of the Obligations, subject to no Liens other than Liens permitted by the Financing Agreement. Each Loan Party hereby reaffirms and ratifies its prior conveyance to the Agent pursuant to the Collateral Documents of a continuing security interest in and Lien on the Collateral. (e) The obligations of the Loan Parties under this Agreement and of any nature whatsoever, whether now existing or hereafter arising, constitute “Obligations” for all purposes of the Loan Documents and applicable law, including, but not limited to, accelerating the term “Obligations” when used in any Loan Document shall include all such obligations hereunder. (f) All interest accruing and/or payable during the Forbearance Period shall be paid in immediately available United States Dollars on the date when due pursuant to the Financing Agreement. (g) Each member of the Obligations under Lender has acted reasonably, in good faith, and in compliance with applicable law in connection with the Credit Agreement negotiation and enforcement of the Financing Agreement, the other Loan Documents; , and this Agreement. (h) As of the Effective Date, no Restricted Junior Payments of the type described in each case without any further notice to Borrowerclauses (a), passage (b) or (c) of time such definition have occurred, been requested, noticed, demanded or forbearance of any kindotherwise triggered, nor are otherwise due, owing and unpaid.

Acknowledgment of Default. Borrower To induce the Agent and the Lenders to execute this Agreement, each Loan Party hereby acknowledges acknowledges, stipulates, represents, warrants, covenants and agrees that the Existing Defaults have occurred and are continuing, each of which as follows: (a) Each Specified Default constitutes an Event of Default that (i) has occurred, remains uncured, has not been waived and entitles Agent to exercise its rights and remedies under is continuing as of the Credit date of this Agreement and cannot be cured or (ii) is expected to occur during the Loan DocumentsForbearance Period and will not be able to be cured. Except for the Specified Defaults, applicable law, no other Defaults or otherwise. Borrower represents Events of Default have occurred and warrants that are continuing as of the date hereof, no Events or to the best of Default exist other than its knowledge are expected to occur. (b) Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect, any rights, remedies, powers, privileges and defenses any of the Existing Defaults. Borrower hereby acknowledges and agrees that when Lenders or the Anticipatory Defaults occur, each shall constitute an Agent have or may have arising as the result of any Event of Default (including any Specified Default) that has occurred or that may occur under the Credit Agreement and Financing Agreement, the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the other Loan Documents or applicable law law. The Agent’s and the Lender’s actions in respect entering into this Agreement are without prejudice to the rights of or arising out any of the Existing Defaults Agent and the Anticipatory Defaults. Borrower acknowledges Lenders to pursue any and agrees that all remedies under the Loan Documents pursuant to applicable law or in equity available to each of them in each such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that Person’s sole discretion upon the termination (whether upon expiration thereof, upon acceleration or termination otherwise) of the Forbearance Period, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited to, accelerating all . (c) The aggregate outstanding principal amount of the Obligations under Loans as of September 30, 2020 (the Credit Agreement “Balance Date”) (including loans made on the Closing Date and pursuant to the Loan Documents; First Forbearance, and interest paid in each case without any further notice kind pursuant to Borrower, passage Section 2.7(b) of time or forbearance the Financing Agreement) was equal to $32,179,708.33 and accrued and unpaid interest thereon (excluding interest paid “in kind”) as of any kindthe Balance Date was equal to $321,797.

Acknowledgment of Default. Borrower (a) The Issuer hereby acknowledges and agrees that (i) $11,687,500 of interest on the Existing Defaults have occurred Notes due August 3, 2009 was not paid, and, as the date hereof, remains unpaid and are continuing, each of which such failure to pay constitutes an Event of Default (the “Specified Default”) pursuant to Section 501(ii) of the Indenture; and entitles Agent (ii) immediately upon the occurrence of the Specified Default, the Trustee or Holders of at least 30% of the principal amount of outstanding Notes are entitled to exercise its certain rights and remedies under the Credit Agreement Indenture, the Notes and the Loan Documents, applicable law, or otherwise. Borrower The Issuer hereby represents and warrants that except for the Specified Default, no other defaults or Events of Default under the Indenture have occurred and are continuing as of the date hereof. Except as expressly set forth in this Second Forbearance Agreement, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms agreements of the Credit Agreement Trustee and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed Holders hereunder to forbear during provisionally in the Forbearance Period from exercising exercise of their respective rights and remedies under the Credit Agreement and the Loan Documents or applicable law Indenture in respect of or arising out the Specified Default until the Second Forbearance Termination Date does not in any manner whatsoever limit any right of any of the Existing Defaults Trustee and Holders to insist upon strict compliance by the Anticipatory DefaultsIssuer with this Second Forbearance Agreement, the Indenture or the Notes. Borrower acknowledges and agrees that such agreement Holders, however, agree to forbear during have their representatives inform the Trustee of this Second Forbearance Agreement does and of their desire to have the Trustee act consistently with the forbearance arrangements provided for herein. (b) Holders have not apply waived presently, do not intend to any Event of Default that waive and may be in existence or may heretoafter occur other than never waive the Existing Defaults and the Anticipatory DefaultsSpecified Default, and that upon nothing contained herein or the expiration transactions contemplated hereby shall be construed or termination interpreted to constitute any such waiver. The Trustee’s and Holders’ actions in entering into this Second Forbearance Agreement are without prejudice to the rights of any of the Forbearance Period, the Forbearance Agreement shall automatically Trustee and without further action terminate Holders to pursue any and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and Indenture pursuant to applicable law or in equity available to it in its sole discretion upon the Loan Documents and applicable lawtermination (whether upon expiration thereof, including, but not limited to, accelerating all upon acceleration or otherwise) of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindthis Second Forbearance Agreement.

Acknowledgment of Default. Borrower hereby acknowledges and agrees that the The Existing Defaults have occurred and are continuingDefault constitutes, each of which constitutes an Event of Default and entitles Agent to exercise its rights and remedies under the Credit Agreement and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that as of the date hereofJanuary 2, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur2011, each shall constitute an Event of Default under the Credit Agreement (such Event of Default, the “Specified Event of Default”). The Borrower acknowledges that, as a result of the Specified Event of Default, (i) the conditions precedent to the obligation of each Lender to make Loans to the Borrower and to the obligation of each L/C Issuer to issue (or renew or extend the term of) any Letter of Credit set forth in Section 4.02 of the Credit Agreement are not satisfied and (ii) the Lenders are permitted and entitled under Section 8.02 of the Credit Agreement to terminate the Commitments, to accelerate the Loans, to require cash collateral for L/C Obligations, to enforce Liens granted under the Collateral Documents and to exercise any other rights or remedies that may be available under the Loan Documents or under applicable law. Each of Holdings and the Loan DocumentsBorrower represents to the Administrative Agent and the Lenders that no Default or Event of Default exists other than the Specified Event of Default. Each of Holdings and the Borrower hereby acknowledges that as a result of the Specified Event of Default, it is prohibited from taking any actions that would be otherwise permitted under the Credit Agreement that are conditioned upon no Default or Event of Default having occurred and being continuing (or words of similar import), and agrees not to take, and not to permit any of its respective Subsidiaries to take, any such actions. Furthermore (and without limiting the foregoing), each of Holdings and the Borrower acknowledges and agrees that Agent and Lenders have as a result of the exercisable right to declare Specified Event of Default: (i) in accordance with the Obligations to be immediately due and payable under the terms definition of “Eligible Assignee” contained in Section 1.01 of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 10.06(b) of the Forbearance Agreement and subject to Credit Agreement, the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law Borrower’s consent right in respect of or arising out certain assignments is no longer in effect; (ii) in accordance with clause (x) of Section 2.06(c) of the Existing Defaults and Credit Agreement, all outstanding Loans bear interest at the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be Rate; and (iii) in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that upon the expiration or termination accordance with Section 2.07(d) of the Forbearance PeriodCredit Agreement, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be Borrower is not entitled to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited convert Eurodollar Loans to, accelerating all or continue any Eurodollar Loans for additional Interest Periods as, Eurodollar Loans having an Interest Period in excess of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindone month.

Acknowledgment of Default. Borrower hereby A. Advocat, DLC, SHCM, AFI and DMSC each acknowledges and agrees that that: (i) DLC and SHCM are in material default under the Existing Defaults Master Leases; (ii) CNP is in material default under the CNP Note and CNP Mortgage, and Advocat and DLC are in material default of their obligations to Omega with respect thereto; (iii) all required notices of default under the Master Leases, the CNP Note and CNP Mortgage, and the Advocat Guaranties have occurred been given or waived by all necessary parties, (iv) all grace and are continuingcure periods relating to the aforementioned defaults under the Master Leases, each the CNP Note and CNP Mortgage, the Advocat Guaranties, or otherwise required by applicable law, have expired without the defaults having been cured, and (v) the existence of which constitutes an Event of Default the defaults now entitles Omega and entitles Agent its subsidiaries to exercise its (subject only to the terms of the Standstill Agreement) all of their respective rights and remedies under the Credit Agreement and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that as of the date hereof, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law in respect of or arising out of the Existing Defaults and the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that upon the expiration or termination of the Forbearance PeriodMaster Leases, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effectCNP Mortgage, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents Advocat Guaranties and applicable law. Advocat, includingDLC, but not limited toSHCM, accelerating AFI and DMSC further acknowledge that none of Advocat, DLC, SHCM, AFI or DMSC has any claim or cause of action against Omega, Acquisition, or any of their respective subsidiaries and affiliates, nor any defense to their respective obligations under the Master Leases or with respect to the CNP Note and CNP Mortgage or any defense to or right of set-off against the Master Lease Arrearage, the Interest Arrearage, and/or the CNP Principal (all as defined below). The parties hereto acknowledge and agree that the foregoing defaults under the Master Leases and the applicable and relevant obligations of Advocat under the Advocat Guaranties with respect thereto will be cured and/or settled upon and by virtue of the Obligations consummation of the transactions contemplated by this Agreement relating to the Master Leased Facilities. Further, the parties acknowledge and agree that the foregoing defaults under the Credit Agreement CNP Note and CNP Mortgage, and the Loan Documents; in each case without any further notice applicable and relevant obligations of Advocat under the Advocat Guaranties with respect thereto will be cured and/or settled upon consummation of the transactions contemplated by Paragraph 3 relating to Borrowerthe Florida Mortgaged Facilities. However, passage except as specifically provided herein, pending consummation of time or forbearance of any kindthose transactions, Omega retains all rights under the CNP Note and the CNP Mortgage against CNP and Counsel and all rights under the Advocat Guaranties as they relate to the CNP Note and CNP Mortgage.

Acknowledgment of Default. Borrower To induce the Agent and the Lenders to execute this Agreement, each Credit Party hereby acknowledges acknowledges, stipulates, represents, warrants and agrees that the Existing Defaults have occurred and are continuing, each of which as follows: (a) Each Specified Default constitutes an Event of Default that either (i) has occurred, remains uncured, has not been waived and entitles Agent is continuing as of the date of this Agreement or (ii) is expected to exercise its rights occur and remedies under is not expected to be cured. Except for the Credit Agreement Specified Defaults, no other Defaults or Events of Default have occurred and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that are continuing as of the date hereof, no Events or to the best of Default exist other than its knowledge are expected to occur during the Existing DefaultsForbearance Period. Borrower hereby acknowledges Except as expressly set forth in this Agreement, the agreements of the Agent and agrees that when the Anticipatory Defaults occurLender Group hereunder to forbear from accelerating the Obligations and from otherwise exercising any rights, each shall constitute an Event of Default remedies, powers, privileges and defenses under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms Documents in respect of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear Specified Defaults during the Forbearance Period from exercising their rights do not in any manner whatsoever limit any right of any of the Agent and remedies the Lenders to insist upon strict compliance with this Agreement or any Loan Document during the Forbearance Period. (b) Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or, except as expressly set forth in this Agreement, otherwise to limit in any respect, any rights, remedies, powers, privileges and defenses any of the Lenders or the Agent have or may have arising as the result of any Event of Default (including any Specified Default) that has occurred or that may occur under the Credit Agreement and Agreement, the other Loan Documents or applicable law law. The Agent’s and the Lender Group’s actions in respect entering into this Agreement are without prejudice to the rights of or arising out any of the Existing Defaults Agent and the Anticipatory Defaults. Borrower acknowledges Lenders to pursue any and agrees that such agreement all remedies under the Loan Documents pursuant to forbear during the Forbearance Agreement does not apply applicable law or in equity available to any Event of Default that may be it in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that its sole discretion upon the termination (whether upon expiration thereof, upon acceleration or termination otherwise) of the Forbearance Period. (c) The aggregate outstanding principal amount of the Loans as of September 30, the Forbearance Agreement shall automatically 2022 was equal to $112,689,693.32 and without further action terminate accrued and be of no further force unpaid interest thereon (including default interest) was equal to $4,403,667.42. The foregoing amounts do not include fees, expenses and effect, it being expressly agreed other non-duplicative amounts that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies are chargeable or otherwise reimbursable under the Loan Documents. (d) All of the assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Agent pursuant to the Security Agreement, Control Agreements and other collateral documents are (and shall continue to be) subject to valid and enforceable liens and security interests of the Agent, as collateral security for all of the Obligations, subject to no Liens other than Liens permitted by Section 6.2 of the Credit Agreement. Each Credit Party hereby reaffirms and ratifies its prior conveyance to the Agent of a continuing security interest in and lien on the Collateral. (e) The obligations of the Credit Parties under this Agreement and of any nature whatsoever, whether now existing or hereafter arising, are hereby deemed to be “Obligations” for all purposes of the Loan Documents and applicable lawthe term “Obligations” when used in any Loan Document shall include all such obligations hereunder. (f) As of April 1, including2022, but not limited to, accelerating Default Interest is due and owing on the outstanding principal amount of all Loans and the Loans shall continue to accrue interest at the Default Rate provided in Section 2.4 of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindAgreement.

Acknowledgment of Default. Borrower The Company hereby acknowledges and agrees that each of the Specified Existing Defaults have occurred has occurred, is continuing, and are is expected to be continuing, each of which independently constitutes an Event of Default and entitles Agent the Lender to exercise its rights and remedies under the Credit Agreement and the Loan DocumentsNote, applicable law, or otherwise. Borrower The Company hereby acknowledges and agrees that if and when the Specified Anticipated Default occurs, the Lender shall become further entitled (to the extent not already entitled) to exercise its respective rights and remedies under the Note, applicable law, or otherwise. The Company represents and warrants that as of the date hereof, no Events it is not aware of (a) any existing Default or Event of Default exist other than the Specified Existing Defaults, and (b) any prospective Event of Default other than the Specified Anticipated Default or the continuance of the Specified Existing Defaults. Borrower The Company hereby acknowledges and agrees that when the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have Lender has the exercisable right to declare the Obligations Event of Default US-DOCS\113928462.15 Acceleration Amount to be immediately due and payable under the terms of the Credit Exchange Agreement and the Loan Documents. Borrower acknowledges Note based on any of the Specified Existing Defaults, and that Lenders are the applicable portion of the Principal Amount under the Note shall in any event irrevocably become due no longer obligated to make any Advances. Pursuant to and subject later than the applicable Amortization Date pursuant to the terms of the Note, without any need for any further notice, action, or demand and notwithstanding Section 3.2 4.2 of the Forbearance this Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law in respect of or arising out of the Existing Defaults and the Anticipatory Defaultsotherwise. Borrower The Company hereby acknowledges and agrees that such agreement Lender now holds the exercisable right to forbear during declare the Forbearance Agreement does not apply to any Event of Default that may Acceleration Amount to be in existence or may heretoafter occur other than immediately due and payable under the Existing Defaults terms of the Exchange Agreement and the Anticipatory Note based on the occurrence of the Specified Existing Defaults. The Company hereby further acknowledges and agrees that if a Conversion Date for the conversion of the Note occurs during the Event of Default Conversion Period resulting from the occurrence of the Specified Existing Default, and subject to Section 8(J)(ii) of the Note, the Conversion Rate applicable to such conversion would be increased by a number of shares equal to the Event of Default/Equity Triggering Event Additional Shares; provided however, that upon for purposes of determining the expiration or termination number of Event of Default/Equity Triggering Event Additional Shares with respect to such Conversion Rate if such Conversion Date occurs during the Forbearance Period, the Forbearance Agreement Event of Default/Equity Triggering Event Conversion Price shall automatically and without further action terminate and be equal to Three Dollars ($3.00). For the avoidance of no further force and effectdoubt, it being expressly agreed that the effect $3.00 Event of such termination will be Default/Equity Triggering Event Conversion Price referred to permit Agent and Lenders in the prior sentence shall not apply to exercise immediately all rights and remedies under the Credit Agreement Stock Payment Dates and the Loan Documents and applicable lawAmortization Stock Payment Price for Stock Payment Dates, includingsubject to Section 8.9 hereof, but not limited to, accelerating all shall continue to be determined in accordance with the terms of the Obligations under Note in existence as of the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kinddate hereof.

Acknowledgment of Default. Borrower hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which The Financial Covenant Default constitutes an Event of Default and entitles Agent to exercise its rights and remedies under the Credit Agreement and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that as of the date hereofJanuary 2, no Events 2011, and each Cross-Default will constitute as of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occurMarch 3, each shall constitute 2011, an Event of Default under the Credit Agreement (such Events of Default, the “Specified Events of Default”). The Borrower acknowledges that, as a result of the Specified Events of Default, (i) the conditions precedent to the obligation of each Lender to make Loans to the Borrower and to the obligation of each L/C Issuer to issue (or renew or extend the term of) any Letter of Credit set forth in Section 4.02 of the Credit Agreement are not satisfied and (ii) the Lenders are permitted and entitled under Section 8.02 of the Credit Agreement to terminate the Commitments, to accelerate the Loans, to require cash collateral for L/C Obligations, to enforce Liens granted under the Collateral Documents and to exercise any other rights or remedies that may be available under the Loan Documents or under applicable law. Each of Holdings and the Loan DocumentsBorrower represents to the Administrative Agent and the Lenders that no Default or Event of Default exists other than the Specified Events of Default. Each of Holdings and the Borrower hereby acknowledges that as a result of the Specified Events of Default, it is prohibited from taking any actions that would be otherwise permitted under the Credit Agreement that are conditioned upon no Default or Event of Default having occurred and being continuing (or words of similar import), and agrees not to take, and not to permit any of its respective Subsidiaries to take, any such actions. Furthermore (and without limiting the foregoing), each of Holdings and the Borrower acknowledges and agrees that Agent and Lenders have as a result of the exercisable right to declare Specified Events of Default: (i) in accordance with the Obligations to be immediately due and payable under the terms definition of “Eligible Assignee” contained in Section 1.01 of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 10.06(b) of the Forbearance Agreement and subject to Credit Agreement, the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law Borrower’s consent right in respect of or arising out certain assignments is no longer in effect; (ii) in accordance with clause (x) of Section 2.06(c) of the Existing Defaults and Credit Agreement, all outstanding Loans bear interest at the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be Rate; and (iii) in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that upon the expiration or termination accordance with Section 2.07(d) of the Forbearance PeriodCredit Agreement, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be Borrower is not entitled to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited convert Eurodollar Loans to, accelerating all or continue any Eurodollar Loans for additional Interest Periods as, Eurodollar Loans having an Interest Period in excess of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindone month.

Acknowledgment of Default. Borrower To induce the Agent and the Lenders to execute this Agreement, each Loan Party hereby acknowledges acknowledges, stipulates, represents, warrants, covenants and agrees that the Existing Defaults have occurred and are continuing, each of which as follows: (a) Each Specified Default constitutes an Event of Default that (i) has occurred, remains uncured, has not been waived and entitles Agent to exercise its rights and remedies under is continuing as of the Credit date of this Agreement and cannot be cured or (ii) is expected to occur during the Loan DocumentsForbearance Period and will not be able to be cured. Except for the Specified Defaults, applicable law, no other Defaults or otherwise. Borrower represents Events of Default have occurred and warrants that are continuing as of the date hereof, no Events or to the best of Default exist other than its knowledge are expected to occur. (b) Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect, any rights, remedies, powers, privileges and defenses any of the Existing Defaults. Borrower hereby acknowledges and agrees that when Lenders or the Anticipatory Defaults occur, each shall constitute an Agent have or may have arising as the result of any Event of Default (including any Specified Default) that has occurred or that may occur under the Credit Financing Agreement, the other Loan Documents or applicable law. The Agent’s and the Lender’s actions in entering into this Agreement are without prejudice to the rights of any of the Agent and the Lenders to pursue any and all remedies under the Loan Documents pursuant to applicable law or in equity available to each of them in each such Person’s sole discretion upon the termination (whether upon expiration thereof, upon acceleration or otherwise) of the Forbearance Period. (c) The aggregate outstanding principal amount of the Loans as of March 23, 2020 (the “Balance Date”) (including loans made on the Closing Date and pursuant to the First Forbearance, and interest paid in kind pursuant to Section 2.7(b) of the Financing Agreement) was equal to $28,591,194.58 and accrued and unpaid interest thereon (excluding interest paid “in kind”) as of the Balance Date was equal to $228,729.56. The foregoing amounts do not include interest from the Balance Date through the Term Loan Maturity Date and the fees, expenses and other amounts that are chargeable or otherwise reimbursable under the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms . (d) All of the Credit assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Agent pursuant to the Collateral Documents are (and shall continue to be) subject to valid and enforceable liens and security interests of the Agent, as collateral security for all of the Obligations, subject to no Liens other than Liens permitted by the Financing Agreement. Each Loan Party hereby reaffirms and ratifies its prior conveyance to the Agent pursuant to the Collateral Documents of a continuing security interest in and Lien on the Collateral. (e) The obligations of the Loan Parties under this Agreement of any nature whatsoever, whether now existing or hereafter arising, constitute “Obligations” for all purposes of the Loan Documents and the term “Obligations” when used in any Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear Document shall include all such obligations hereunder. (f) All interest accruing and/or payable during the Forbearance Period from exercising their rights shall be paid in immediately available United States Dollars on the date when due pursuant to the Financing Agreement. (g) Each member of the Lender has acted reasonably, in good faith, and remedies under the Credit Agreement and the Loan Documents or in compliance with applicable law in respect of or arising out connection with the negotiation and enforcement of the Existing Defaults and Financing Agreement, the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory DefaultsLoan Documents, and that upon the expiration or termination this Agreement. (h) As of the Forbearance PeriodEffective Date, no Restricted Junior Payments of the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effecttype described in clause (a), it being expressly agreed that the effect (b) or (c) of such termination will be to permit Agent definition have occurred, been requested, noticed, demanded or otherwise triggered, nor are otherwise due, owing and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited to, accelerating all of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindunpaid.

Acknowledgment of Default. Borrower (a) The Issuer hereby acknowledges and agrees that (i) $11,687,500 of interest on the Existing Defaults have occurred Notes due August 3, 2009 was not paid, and are continuingthat 30 days thereafter, each of which constitutes if such interest remains unpaid, it would constitute an Event of Default Default, (the “Specified Default”) and entitles Agent (ii) immediately upon the occurrence of the Specified Default, the Trustee or Holders of at least 30% of the principal amount of outstanding Notes would be entitled to exercise its certain rights and remedies under the Credit Agreement Indenture, the Notes and the Loan Documents, applicable law, or otherwise. Borrower The Issuer hereby represents and warrants that except for the Specified Default, no other defaults or Events of Default under the Indenture have occurred and are continuing as of the date hereof. Except as expressly set forth in this Forbearance Agreement, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms agreements of the Credit Agreement Trustee and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed Holders hereunder to forbear during provisionally in the Forbearance Period from exercising exercise of their respective rights and remedies under the Credit Agreement and the Loan Documents or applicable law Indenture in respect of or arising out the Specified Default until the Forbearance Termination Date does not in any manner whatsoever limit any right of any of the Existing Defaults Trustee and Holders to insist upon strict compliance by the Issuer with this Forbearance Agreement, the Indenture or the Notes. The Holders, however, agree to have their representatives inform the Trustee of this Forbearance Agreement and of their desire to have the Trustee act consistently with the forbearance arrangements provided for herein. (b) Holders have not waived presently, do not intend to waive and may never waive the Specified Default, and nothing contained herein or the transactions contemplated hereby shall be construed or interpreted to constitute any such waiver. The Trustee’s and the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Holders’ actions in entering into this Forbearance Agreement does not apply are without prejudice to the rights of any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults Trustee and the Anticipatory Defaults, Holders to pursue any and that upon the expiration or termination of the Forbearance Period, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and Indenture pursuant to applicable law or in equity available to it in its sole discretion upon the Loan Documents and applicable lawtermination (whether upon expiration thereof, including, but not limited to, accelerating all upon acceleration or otherwise) of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindthis Forbearance Agreement.

Acknowledgment of Default. Borrower hereby acknowledges and agrees that the The Existing Defaults have occurred and are continuingDefault constitutes, each of which constitutes an Event of Default and entitles Agent to exercise its rights and remedies under the Credit Agreement and the Loan Documents, applicable law, or otherwise. Borrower represents and warrants that as of the date hereofJanuary 2, no Events of Default exist other than the Existing Defaults. Borrower hereby acknowledges and agrees that when the Anticipatory Defaults occur2011, each shall constitute an Event of Default under the Credit Agreement (such Event of Default, the “Specified Event of Default”). The Borrower acknowledges that, as a result of the Specified Event of Default, (i) the conditions precedent to the obligation of each Lender to make Loans to the Borrower and to the obligation of each L/C Issuer to issue (or renew or extend the term of) any Letter of Credit set forth in Section 4.02 of the Credit Agreement are not satisfied and (ii) the Lenders are permitted and entitled under Section 8.02 of the Credit Agreement to terminate the Commitments, to accelerate the Loans, to require cash collateral for L/C Obligations, to enforce Liens granted under the Collateral Documents and to exercise any other rights or remedies that may be available under the Loan Documents or under applicable law. Each of Holdings and the Loan DocumentsBorrower represents to the Administrative Agent and Lenders that no Default or Event of Default exists other than the Specified Event of Default. Each of Holdings and the Borrower hereby acknowledges that as a result of the Specified Event of Default, it is prohibited from taking any actions that would be otherwise permitted under the Credit Agreement that are conditioned upon no Default or Event of Default having occurred and being continuing (or words of similar import), and agrees not to take, and not to permit any of its respective Subsidiaries to take, any such actions. Furthermore (and without limiting the foregoing), each of Holdings and the Borrower acknowledges and agrees that Agent and Lenders have as a result of the exercisable right to declare Specified Event of Default: (i) in accordance with the Obligations to be immediately due and payable under the terms definition of “Eligible Assignee” contained in Section 1.01 of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 10.06(b) of the Forbearance Agreement and subject to Credit Agreement, the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law Borrower’s consent right in respect of or arising out certain assignments is no longer in effect; (ii) in accordance with clause (x) of Section 2.06(c) of the Existing Defaults and Credit Agreement, all outstanding Loans bear interest at the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be Rate; and (iii) in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that upon the expiration or termination accordance with Section 2.07(d) of the Forbearance PeriodCredit Agreement, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be Borrower is not entitled to permit Agent and Lenders to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited convert Eurodollar Loans to, accelerating all or continue any Eurodollar Loans for additional Interest Periods as, Eurodollar Loans having an Interest Period in excess of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance of any kindone month.

Acknowledgment of Default. Borrower (a) Each of Borrowers and Guarantors hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Agent Lender to exercise its rights and remedies under the Credit Agreement and the Loan DocumentsFinancing Agreements, applicable law, law or otherwise. Borrower represents Lender has not waived, presently does not intend to waive and warrants that as may never waive such Existing Defaults and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute any such waiver. Each of the date hereof, no Events of Default exist other than the Existing Defaults. Borrower Borrowers and Guarantors hereby acknowledges and agrees that when Lender has the Anticipatory Defaults occur, each shall constitute an Event of Default under the Credit Agreement and the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement Financing Agreements and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 demand for payment of the Forbearance Agreement Obligations is hereby deemed to have been made against Borrowers and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies Guarantors under the Credit Agreement and the Loan Documents Financing Agreements. (b) Borrowers have advised Lender that there are or applicable law in respect of or arising out of the Existing Defaults and the Anticipatory Defaults. Borrower acknowledges and agrees that such agreement to forbear during the Forbearance Agreement does not apply to any Event may be existing Events of Default that may be in existence or may heretoafter occur other than the Existing Defaults and that Borrowers will after the Anticipatory Defaults, and that upon date hereof be seeking the expiration agreement of Lender to waive such Events of Default or termination forbear from the exercise of the Forbearance Period, the Forbearance Agreement shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all Lender's rights and remedies under as a result of such Events of Default. Each of Borrowers agrees that by no later than May 7, 1996, Borrower shall provide Lender with a complete and correct list of such Events of Default, in a form and substance satisfactory to Lender. Upon receipt of such list, Lender will consider Borrowers' request. Nothing contained herein shall be construed to require Lender to waive such Events of Default or to forbear from the Credit Agreement and the Loan Documents and applicable law, including, but not limited to, accelerating all exercise of the Obligations under the Credit Agreement and the Loan Documents; in each case without any further notice its rights or remedies as a result of such Events of Default or to Borrower, passage of time entitle Borrowers or forbearance of any kindGuarantors to such waiver or forbearance.

Acknowledgment of Default. Borrower To induce the Agent and the Lenders to execute this Agreement, each Loan Party hereby acknowledges acknowledges, stipulates, represents, warrants, covenants and agrees that the Existing Defaults have occurred and are continuing, each of which as follows: (a) Each Specified Default constitutes an Event of Default that (i) has occurred, remains uncured, has not been waived and entitles Agent to exercise its rights and remedies under is continuing as of the Credit date of this Agreement and cannot be cured or (ii) is expected to occur during the Loan DocumentsForbearance Period and will not be able to be cured. Except for the Specified Defaults, applicable law, no other Defaults or otherwise. Borrower represents Events of Default have occurred and warrants that are continuing as of the date hereof, no Events or to the best of Default exist other than its knowledge are expected to occur. (b) Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect, any rights, remedies, powers, privileges and defenses any of the Existing Defaults. Borrower hereby acknowledges and agrees that when Lenders or the Anticipatory Defaults occur, each shall constitute an Agent have or may have arising as the result of any Event of Default (including any Specified Default) that has occurred or that may occur under the Credit Agreement and Financing Agreement, the Loan Documents. Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the Loan Documents. Borrower acknowledges that Lenders are no longer obligated to make any Advances. Pursuant to and subject to the terms of Section 3.2 of the Forbearance Agreement and subject to the terms and conditions therein and in this Amendment, Agent and Lenders have agreed to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the other Loan Documents or applicable law law. The Agent’s and the Lender’s actions in respect entering into this Agreement are without prejudice to the rights of or arising out any of the Existing Defaults Agent and the Anticipatory Defaults. Borrower acknowledges Lenders to pursue any and agrees that all remedies under the Loan Documents pursuant to applicable law or in equity available to each of them in each such agreement to forbear during the Forbearance Agreement does not apply to any Event of Default that may be in existence or may heretoafter occur other than the Existing Defaults and the Anticipatory Defaults, and that Person’s sole discretion upon the termination (whether upon expiration thereof, upon acceleration or termination otherwise) of the Forbearance Period. (c) The aggregate outstanding principal amount of the Loans as of March 23, 2020 (the Forbearance Agreement shall automatically “Balance Date”) (including loans made on the Closing Date and without further action terminate pursuant to the First Forbearance, and be interest paid in kind pursuant to Section 2.7(b) of no further force the Financing Agreement) was equal to $28,591,194.58 and effectaccrued and unpaid interest thereon (excluding interest paid “in kind”) as of the Balance Date was equal to $228,729.56. The foregoing amounts do not include interest from the Balance Date through the Term Loan Maturity Date and the fees, it being expressly agreed expenses and other amounts that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies are chargeable or otherwise reimbursable under the Credit Agreement Loan Documents. (d) All of the assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Agent pursuant to the Collateral Documents are (and shall continue to be) subject to valid and enforceable liens and security interests of the Loan Documents and applicable lawAgent, including, but not limited to, accelerating as collateral security for all of the Obligations under Obligations, subject to no Liens other than Liens permitted by the Credit Agreement Financing Agreement. Each Loan Party hereby reaffirms and ratifies its prior conveyance to the Agent pursuant to the Collateral Documents of a continuing security interest in and Lien on the Collateral. (e) The obligations of the Loan Documents; in each case without any further notice to Borrower, passage of time or forbearance Parties under this Agreement of any kind.nature whatsoever, whether now existing or hereafter arising, constitute