Additional Covenant. Upon the consummation of a Corporate Transaction (as defined in [Section 6(e)]), the Executive shall be granted a restricted stock award of 3,000,000 shares of common stock (the “Shares”) of the Company which shall be fully vested upon the date of issuance and Executive shall be entitled to receive a dividend or any other distribution payable in securities of the Company, cash or other property in connection with the Corporate Transaction, and in each such event, provision shall be made so that the Executive shall receive the kind and amount of securities of the Company, cash or other property which the Executive would have been entitled to receive had the Shares been outstanding as of the consummation date of the Corporate Transaction.

Additional Covenant Defaults. ​ shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in [Section 12(c)]) or any other Program Document, and if such default shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of # with respect to [Section 11(z)], one (1) Business Day and # all other provisions, ten (10) Business Days; or

Covenant to Guarantee Obligations; Additional Subsidiaries. If any direct or indirect Domestic Subsidiary which is a Material Subsidiary is formed or acquired after the Closing Date, notify the Administrative Agent in writing thereof not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired or such Unrestricted Subsidiary becomes a Subsidiary, and, so long as the provision of such guaranty would not have a Material Adverse Effect on the business of the Borrower or such guarantor, the Borrower will cause such Subsidiary to execute and deliver a joinder to the Guaranty (or otherwise become a party thereto in the manner provided therein) and become a party to each applicable Loan Document in the manner provided therein, in each case not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired or such Unrestricted Subsidiary becomes a Subsidiary.

Covenant Breaches. Any Loan Party shall # fail to perform or observe any covenant contained in [Sections 5.01] (with respect to the existence of the Borrower) and 5.07(a) and [Article VI] or # fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by [clause (i) above] or any other provision of this [Section 7.01] if such failure shall remain unremedied for 30 days after the earlier to occur of any Loan Party obtaining knowledge thereof or receiving notice thereof from the Administrative Agent (including at the request of any Lenderthe Majority ​);

Title Covenant. Within thirty (30) days of the date of this Waiver Agreement (or such longer period as agreed by the ​ in their reasonable discretion), the Company shall satisfy the conditions set forth in [Section 4(h)(iv)] of the Note with respect to the Additional Land and the Additional Mortgage.

Financial Covenant. (a) Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter of ESI to exceed 5.00 to 1.00 provided that, notwithstanding the foregoing, the financial covenant set forth in this [Section 8.10] shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this Agreement) is greater than 30.0% of the Total Revolving Credit Commitments (such occurrence, a “Triggering Event”).

Axsome Covenant. Axsome hereby covenants and agrees with Licensee that, during the Term, neither it nor any of its Affiliates, shall grant any license or right with respect to the Licensed Intellectual Property in the Territory which conflicts with the rights granted by Axsome to Licensee under [[Sections 2.1.1 or 2.1.2]2]].

Restrictive Covenant. The Employee acknowledges and recognizes the highly competitive nature of the Company's business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, in the event the Employee's employment is terminated by reason of disability pursuant to [Section 6(b)] or for Cause pursuant to [Section 6(c)] or if the Employee voluntarily terminates this Agreement pursuant to [Section 6(e)], then the Employee agrees that during the Restricted Period and within the Restricted Area, the Employee will not, directly or indirectly, solicit, induce or influence any of the Company's Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company.

NONCOMPETITION COVENANT. For purposes of this paragraph, the term “Restricted Area” shall mean Florida, Minnesota, New Mexico, Illinois, Louisiana, North Carolina, Saskatchewan, Canada, Brazil, Saudi Arabia, China, India, Paraguay and Peru, as well as any other states or countries where ​ currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to ​ include, but are not limited to, any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which ​ is engaged or preparing to engage as of the date of Employee’s termination.

Restrictive Covenant. By accepting the Award, the ​ specifically agrees to the restrictive covenant contained in this [Section 8] (the “Restrictive Covenant”) and the ​ agrees that the Restrictive Covenant and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company.