the breach by the Participant of any restrictive covenant (e.g., noncompetition or nonsolicitation) to which the Participant is subject;

Executive’s continued compliance with the terms of the Restrictive Covenant Agreement is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches the Restrictive Covenant Agreement, then, in addition to any remedies and enforcement mechanisms set forth in the Restrictive Covenant Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be obligated to promptly return to the Company (within fifteen (15) business days of any breach) the full gross amount of all severance payments and benefits provided.

LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique, because I have had and will continue to have access to and have become and will continue to become acquainted with the Proprietary Information of the Company and because any breach by me of any of the restrictive covenants contained in this Restrictive Covenant and Invention Assignment Agreement would result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce this Restrictive Covenant and Invention Assignment Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of this Restrictive Covenant and Invention Assignment Agreement. I agree that in any action in which the Company seeks injunctive, specific performance or other equitable relief, I will not assert or contend that any of the provisions of this Restrictive Covenant and Invention Assignment Agreement are unreasonable or otherwise unenforceable.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full in cash of the Obligations, such Borrower will comply with the following financial covenant:

Negative Covenant. From the date of its appointment until the Facility Termination Date, the Backup Servicer will not make any changes to the Backup Servicing Fee without the prior written approval of the Administrative Agent (acting at the direction of the Required Lenders) and, so long as no Event of Default or Servicer Termination Event has occurred, the Borrower.

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].

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 [[Organization A:Organization]] currently has, or may during the Employee’s term of employment hereafter expand its, operations. Activities that are competitive to [[Organization A:Organization]] 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 [[Organization A:Organization]] is engaged or preparing to engage as of the date of Employee’s termination.

CONFIDENTIALITY COVENANT. Employee recognizes and acknowledges that during the course of employment with [[Organization A:Organization]], Employee has had or will have access to trade secret and other confidential information related to the [[Organization A:Organization]]’s business that Employee agrees to keep confidential at all times. Such confidential information includes, but is not limited to, any and all documents received or generated by [[Organization A:Organization]] or its executives or employees; customer lists, customer records, technical data, internal financial data, customer financial information, information regarding sales, costs, pricing, profits, operation techniques and procedures, service developments or improvements, processes, business and strategic plans, financial forecasts, sales and earnings information and trends, overhead and other costs, accounting information, banking and financing information, product and merchandising information, information concerning offered or proposed products or services, bids, products or services specifications, data, drawings, performance characteristics, features, capabilities and plans, vendor contracts, acquisition targets, development and delivery schedules, customer and supplier contact information, customer preference data, purchasing habits, sales history, computer hardware and software, research and development objectives, information belonging to or provided in confidence by any individual, customer, supplier, trading partner, as well as any other information to which Employee had access solely by reason of Employee’s employment with the [[Organization A:Organization]], and any other information that derives economic value from being confidential to or trade secrets of [[Organization A:Organization]] (hereinafter “Confidential Information”). With respect to this Confidential Information, Employee agrees as follows:

Covenant Defaults. A Borrower fails to duly perform or observe any obligation, covenant, or agreement on its part contained herein or in any other Loan Document or in any other existing or future agreement (related or unrelated) between any Borrower and the Administrative Agent or any Lender or all Lenders not otherwise specifically constituting an Event of Default under this Section 8.1 and such failure continues unremedied for a period of thirty (30) Business Days after the earlier of (i)