Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Company shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

Certain Modifications. Until all of the Pari Passu Debt has been Paid in Full, neither any Pari Passu Creditor nor any Obligor shall, without the prior written consent of the Pari Passu Creditors, agree to any amendment, modification or supplement to any Pari Passu Note Document, except that the Pari Passu Creditors and the Obligors shall be permitted to amend or modify the Pari Passu Note Documents in accordance with the provisions of the Pari Passu Note Documents in effect as of the Effective Date to # extend the maturity date or the date of payment of any amount due by ​ or any other Obligor thereunder, # decrease the rate of interest applicable to any of the A Debt, # waive any Obligor’s noncompliance with any term or provision thereof, and/or # amend any Pari Passu Agreement so long as such amendment is not more onerous or restrictive on any Obligor than provisions contained in such Pari Passu Note Document as in effect on the date of this Agreement, in each case without the prior written consent of Aegis; provided, that notwithstanding anything set forth in this Section 11(b) to the contrary, no action under the [foregoing clauses (3) and (4) of this Section 11(b)])] shall be permitted to be taken by any Pari Passu Creditor or any Obligor without the prior written consent of Aegis to the extent such action would # prohibit any Obligor from making any payment with respect to the Pari Passu Debt which is permitted under the terms of this Agreement or otherwise contravene any provision of this Agreement or # be reasonably likely to result in any material harm to any interest of a Pari Passu Creditor to be paid from the proceeds of the Collateral under this Agreement or any interest of a Pari Passu Creditor in the Pari Passu Debt owing to it by any Obligor under any Pari Passu Note Document. Each Pari Passu Creditor shall provide written notice to the remaining Pari Passu Creditors of any action taken pursuant to any of the [foregoing clauses (1) through (4) of this Section 11(b)] promptly, and in any event within three (3) Business Days thereof, including a reasonably detailed description of any such action taken and copies of any and all documentation amending, modifying or supplementing any Pari Passu Note Document executed by any Pari Passu Creditor and/or any Obligor.

Certain Covenants. ​ shall default in the observance or performance of any covenant or agreement contained in # [Section 5.08(a), 5.09 or 5.10]0] or # Section 6.15 to the extent such default in respect of such Section 6.15 could reasonably be expected to result in a Material Adverse Effect or could reasonably be expected to result in a violation of any applicable Sanctions by, or liability to, a Lender or [[Administrative Agent:Organization]]; or

Certain References. References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, will be deemed to include such person or persons.

Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with its agreeing to the Standstill.

Certain Definitions. For purposes of this Agreement:

Certain Affiliations. In the event that a Participant terminates his or her membership on the Board and becomes affiliated with a government agency, all amounts in such Participant’s Cash Account, shares equivalent to units in such Participant’s Stock Unit Account and Shares attributable to Restricted Stock Units that such Participant has elected to defer will be distributed to the Participant if such payment is necessary to avoid violation of any applicable federal, state, local or foreign ethics or conflict of interest law or if necessary to comply with an ethics agreement with the federal government.

Certain Fees. (A) No Defaulting ​ shall be entitled to receive any Commitment Fee for any period during which that ​ is a Defaulting ​ (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting ​).

Certain Pledges. Any ​ may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such ​, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such ​ from any of its obligations hereunder or substitute any such pledgee or assignee for such ​ as a party hereto.

“Adjusted Net Earnings” shall mean net earnings for Total Mosaic determined in accordance with GAAP and reported in the Financial Statements before deducting # Expenses Related to M&A Activities, # Non-Cash Write-offs of Long-Term Assets, # Restructuring Charges otherwise included therein, # Significant Legal Settlements and # Unrealized Derivative Gains and Losses.