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 (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) of the Existing Credit Agreement, resulting in Events of Default under Sections 11.01(d) and (e), respectively, of the Existing Credit Agreement (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. A. The Purchasers have purchased shares of the Company’s Preferred Stock and Warrants (as defined below) pursuant to the Purchase Agreement of even date herewith (the “Purchase Agreement”) by and between the Company and each Purchaser. B. The Company and the Purchasers desire to set forth the registration rights to be granted by the Company to the Purchasers.

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. 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. Each Borrower has requested that Lenders make available a revolving credit facility to Borrowers, which shall be used by Borrowers to finance the business operations of Borrowers and their subsidiaries. In order to utilize the financial powers of each Borrower in the most efficient and economical manner, and in order to facilitate the financing of each Borrower’s needs, Lenders will, at the request of any Borrower, make loans to all Borrowers under the revolving credit facility on a combined basis and in accordance with the provisions hereinafter set forth. Borrowers’ business is a mutual and collective enterprise and Borrowers believe that the consolidation of all revolving credit loans under this Agreement will enhance the aggregate borrowing powers of each Borrower and ease the administration of their revolving credit loan relationship with Lenders, all to the mutual advantage of Borrowers. Lenders’ willingness to extend credit to Borrowers and to administer each Borrower’s collateral security therefor, on a combined basis as more fully set forth in this Agreement, is done solely as an accommodation to Borrowers and at Borrowers’ request in furtherance of Borrowers’ mutual and collective enterprise. Each Borrower has agreed to guarantee the obligations of each of the other Borrowers under this Agreement and each of the other Loan Documents.

t a l s. Consultant and Client are parties to that certain Consulting Agreement dated December 30, 2015 (“Consulting Agreement”), as amended December 31, 2019 (“First Amendment”).

t a l s. Owner is undertaking to contract for the operation and maintenance of the Facilities (as hereinafter defined) located in __________ County, ____________.