Common use of t a l s Clause in Contracts

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.