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 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 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.