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.

Nonpetition Covenant. Notwithstanding any prior termination of this Administration Agreement, the Administrator covenants that it shall not, prior to the date which is one year and one day after payment in full of the System Restoration Bonds, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

Holdings Covenant Titan Investment Corporation shall not own any Collateral, incur any liabilities or grant any Liens (including any Lien on its ownership interests in any Borrower) or engage in any business activities other than # administrative activities solely related to its ownership of its Subsidiaries and # activities solely related to the facilitation of Upstream Payments or other Distributions, in each case, permitted by and in accordance with the terms herein; provided, however, that Titan Investment Corporation may engage in any of the restricted actions above (other than granting a Lien on its ownership interests in any Borrower) upon prior written notice thereof to Agent and satisfaction of the requirements set forth in [Section 10.1.9].

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”).

Borrower fails or neglects to perform any obligation in [[Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), 6.10]0]0]0]0]0]0]]0]0] or violates any covenant in [Section 7]; or

Legacy Covenant. Legacy hereby agrees that neither it nor any Affiliate of Legacy shall, without Primary’s prior written consent, # amend the Existing Ag Agreement or any Assigned Downstream Agreement or # execute any waiver, side letter, or similar arrangement with respect to the Existing Ag Agreement, any Assigned Downstream Agreement, or the subject matter of any of the foregoing, that would, in any case, conflict with or contradict the terms of this Agreement or reduce, or adversely affect, Primary’s or its Affiliates’ rights or Legacy’s and its Affiliates’ obligations under this Agreement. Legacy shall provide Primary a copy of any # proposed amendment, side letter, waiver, or similar arrangement concerning the Existing Ag Agreement or any Assigned Downstream Agreement at least ten (10) business days prior to the execution thereof and # amendment, side letter, waiver, or similar arrangement executed by Legacy or any Affiliate thereof concerning the Existing Ag Agreement or any Assigned Downstream Agreement within two (2) business days following Legacy’s or its Affiliates’ execution thereof.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, during any Covenant Testing Period, the Loan Parties shall not permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal month during such Covenant Testing Period and for any Measurement Period, to be less than 1.10 to 1.00.

Financial Covenant. The SPV shall maintain at all times a Tangible Net Worth greater than ​.

Application. The provisions of this [Section 16] apply to Participants who are employed by the Corporation or an Affiliate located in the United States and are subject to the laws of the United States as of the date of termination of the Participant's employment; provided, however, that to the extent the Participant is asked to execute an employment or other agreement with the Corporation or any Affiliate containing non-competition, non-solicitation, confidentiality or non-disparagement restrictions or similar restrictions (a “stand-alone restrictive covenant agreement”) after execution of this Award Agreement, the stand-alone restrictive covenant agreement and related enforcement provisions shall govern and the provisions of this [Section 16] shall not apply. Notwithstanding the foregoing, sub-section # below shall apply in any case. For the avoidance of doubt, the provisions of this [Section 16] shall supersede any restrictive covenants the Participant has entered into with the Corporation or any Affiliate prior to execution of this Award Agreement.