t a l s Clause Samples

t a l s. A. The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of August 31, 2018 (as amended by that certain Forbearance Agreement and First Amendment to Credit Agreement and Guaranty dated as of August 27, 2019, and that certain Forbearance Agreement and Second Amendment to Credit Agreement and Guaranty dated as of January 13, 2020, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”). B. The Loan Parties are not in compliance with the financial covenant set forth in Section 10.01 of the Existing Credit Agreement and the affirmative covenants set forth in Sections 8.01(a) and (d) and Section 8.24 of the Existing Credit Agreement, resulting in Events of Default under Sections 11.01(d) and (e), respectively, of the Existing Credit Agreement (collectively with all other Events of Default existing and continuing on the date hereof the “Existing Defaults”). C. The Lenders are not willing to waive the Existing Defaults, but during and only during the period (the “Standstill Period”) beginning on the date of this Agreement and ending on the date of the Standstill Termination (as defined below), the Lenders are willing to temporarily forbear from exercising certain rights and remedies available solely by reason of the Existing Defaults on the terms and conditions set forth in this Agreement and the Credit Agreement. D. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.

t a l s. Borrower has heretofore executed and delivered to Lender the following security documents, each of which has been recorded with the circuit court clerk of Chesterfield County, Virginia (the "Recording Office"): (a) Credit Line Deed of Trust and Security Agreement dated as of December 29, 1999, as recorded in the Recording Office in Book 3739 at Page 870 (the "Security Instrument"); and (b) Assignment of Leases and Rents and Leases dated as of December 29, 1999, as recorded in the Recording Office in Book 3739, Page 903 (the "Assignment").

t a l s. A. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), comprised of various open-end funds (each, a “Fund,” and, collectively, the “Funds”) set forth on Exhibit A attached hereto, which may be amended from time to time. Each Fund constitutes a separate open-end fund with its own investment objectives and policies. B. DFC is the investment adviser to the Funds and is paid an annual management fee by the Funds. C. DFC has voluntarily agreed to waive management fees and reimburse certain expenses to prevent a Fund’s Expense Ratio from exceeding a particular Expense Cap (as such terms are hereinafter defined) for a term provided herein; provided, however, DFC has reserved the right to seek restitution of any fees waived and expenses reimbursed within a rolling three year period from the date the fee or expense was incurred to the extent that such restitution would not cause a Fund to exceed the current expense limitations. D. DFC and the Trust desire to more fully describe and document the above-described fee waivers, expense reimbursements and recovery all in accordance with the terms and provisions hereinafter set forth. Now, Therefore, IN CONSIDERATION of the foregoing facts and other good and valuable consideration, the parties hereto hereby agree as follows:

t a l s. On April 14, 2004, Borrower, the other obligors named therein, Fleet and the other financial institutions named therein (the "Existing Lenders") entered into that certain Amended and Restated Loan and Security Agreement, which agreement amended and restated that certain Loan and Security Agreement dated May 14, 2002 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the "Existing Loan Agreement"), pursuant to which Fleet and the Existing Lenders made certain revolving credit loans, term loans and letter of credit accommodations to Borrower. After the execution of the Existing Loan Agreement, Fleet (i) assigned all of its interests in the loans under the Existing Loan Agreement to Bank of America, N.A., (ii) resigned as Agent under the Existing Loan Agreement, and (iii) Agent was appointed as successor agent by the Existing Lenders party to the Existing Loan Agreement. Borrower and Guarantors have requested that Agent and the Existing Lenders amend and restate the Existing Loan Agreement and continue to make available revolving credit, letter of credit and term loan facilities to Borrower, which shall be used by Borrower to finance its business of manufacturing and supplying carpet and rug products. Guarantors have agreed to reaffirm their guarantee of the obligations of Borrower under the Existing Loan Agreement and to reaffirm and continue to guarantee the obligations of Borrower under this Agreement and each of the other Loan Documents. Agent and the Existing Lenders are willing to amend and restate the Existing Loan Agreement on the terms set forth herein, and Agent and Lenders are willing to make available to Borrower the loans and other financial accommodations described herein, subject to the terms and conditions contained herein.

t a l s. A. The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of February 10, 2020 (as amended by that certain Waiver and First Amendment to Credit Agreement and Guaranty dated as of February 26, 2021, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”). B. Pursuant to Section 8.01(b) of the Credit Agreement, the Borrower is required to deliver annual financial statements that are not subject to any “‘going concern’ or like qualification or exception” (the “Going Concern Requirement”). C. The Borrower has advised the Administrative Agent that it will not be able to deliver financial statements for the year-ending December 31, 2021 that satisfy the Going Concern Requirement (the “Specified Obligation”). D. The Borrower has requested that the Administrative Agent and the Lenders agree to waive the Specified Obligation. E. The Administrative Agent and the Lenders are willing to grant such waiver in accordance with and subject to the terms and conditions of this Agreement. F. The Borrower has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Existing Credit Agreement. G. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.

t a l s. As of the original date of this Loan Agreement, B▇▇▇▇▇▇▇ had applied to Lender for a loan in the principal amount of $40,000,000. On or around June 8, 2021, Borrower applied to Lender to increase such loan to the principal amount of $60,000,000; as of July 8, 2021, Borrower applied to Lender to further increase such loan to the principal amount of $85,000,000; as of December 13, 2021, Borrower applied to Lender to further increase such loan on an interim basis to the principal amount of $150,000,000; as of December 28, 2021, the principal loan amount was reduced to $120,900,000; following the sale of each Third Amendment Date Property, the principal amount of the Loan was reduced back to $85,000,000; and as of December 22, 2023, the principal loan amount was reduced to $80,000,000. B▇▇▇▇▇▇▇ and L▇▇▇▇▇ have entered into this Loan Agreement to establish the terms and conditions of the disbursement of the Loan and the rights and obligations of Borrower with respect to the Loan and the Properties (as defined herein).

t a l s. A. The Purchasers have purchased shares of the Company’s Common Stock (as defined below) pursuant to Subscription Agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) by and between the Company and each Purchaser. B. The Company has issued a warrant (the “Warrant”) to purchase shares of the Company’s Common Stock to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., a Texas corporation (“SMH”).

t a l s. Landlord and Tenant entered into the Lease dated July 30, 2010 (the "Original Lease"), as amended by the First Amendment to Lease dated September 30, 2011 (the "First Amendment"), and the Second Amendment to Lease dated March 4, 2016 (the “Second Amendment”), pursuant to which Tenant currently leases approximately 44,200 rentable square feet of space comprised of (i) the space containing approximately 19,600 rentable square feet of space comprising the entire building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "400 Building") and (ii) the space containing approximately 24,600 rentable square feet of space comprising the entire building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "600 Building"). The Original Lease, the First Amendment and the Second Amendment are collectively, the "Lease."

t a l s. A. The Lessor and the Lessee have entered into a Lease Agreement, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Lease”), pursuant to which the Lessor leases to the Lessee, and the Lessee leases from the Lessor, (i) the land more particularly described on Schedule I hereto (the “Land”), (ii) the Improvements (as hereinafter defined) and (iii) the Appurtenances (as hereinafter defined). The Land, the Improvements and the Appurtenances being hereinafter referred to collectively as the “Leased Property”. B. The Lessor and the Lessee desire to enter into this Lease Supplement for the purpose of providing record notice of the existence of the Lease and the Lessee’s interest in the Leased Property created thereby and for the other purposes set forth herein.