Commercial Diligence. Licensee will use and will cause its Affiliates and Sublicensees, as applicable, to use Commercially Reasonable Efforts to Commercialize each Licensed Product in each country in the Territory where such Licensed Product is the subject of an existing Regulatory Approval or where Licensee or its designated Affiliates or Sublicensees seek and receive Regulatory Approval for such Licensed Product. To the extent that Licensee elects not to commercialize the Licensed Product (at all or for any indication) in any country in the Territory, Licensee shall notify Axsome of this decision and the business rationale therefore and, upon Axsome’s request, the Parties, in good faith, shall discuss such matter further.

Commercial Relationship. The Employee expressly recognizes that the Employee’s participation in the Plan and ​’s grant of the Award does not constitute an employment relationship between the Employee and ​. The Employee has been granted the Award as a consequence of the commercial relationship between ​ and ​’s Affiliate in Mexico that employs the Employee (“​‑Mexico”), and ​‑Mexico is the Employee’s sole employer. Based on the foregoing, # the Employee expressly recognizes that the Plan and the benefits the Employee may derive from participation in the Plan does not establish any rights between the Employee and ​‑Mexico, # the Plan and the benefits the Employee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by ​‑Mexico, and # any modifications or amendments of the Plan by ​, or a termination of the Plan by ​, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with ​‑Mexico.

Commercial Transaction. Borrowers represent, warrant and acknowledge that the transaction of which this Agreement is a part is a commercial transaction and not a consumer transaction. Monies now or in the future to be advanced to or on behalf of Borrowers are not and will not be used for personal, family or household purposes.

“Commercial LC Exposure” means, at any time, the sum of # the aggregate undrawn amount of all outstanding commercial Letters of Credit plus # the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers. The Commercial LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Commercial LC Exposure at such time.

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof

“Letter of Credit Collateralization” means either # providing cash collateral (pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of the Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 102% of the then existing Letter of Credit Usage, # delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit or otherwise causing such Letters of Credit to be returned to Issuing Bank, or # providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 102% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the outstanding daily maximum amount available to be drawn under such Letter of Credit (except as to documentary Letters of Credit, for which Letter of Credit Fees will be paid at a rate equal to 50% of the Letter of Credit Fee Rate), such fee to be payable in arrears on each Payment Date, on the Revolving Facility Termination Date and, after the Revolving Facility Termination Date (if applicable), on demand. The Company shall also pay to each Issuer for its own account # a fronting fee in the amount agreed to by such Issuer and the Company from time to time, with such fee to be payable in arrears on each Payment Date, and # documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer’s standard schedule for such charges as in effect from time to time.

Compensation for Letters of Credit. The Borrowers agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, the Letter of Credit Fee specified in, and in accordance with the terms of, [Section 2.19].

(c) Mortgaged Properties

Letter of Credit Fees. Except as provided in [Section 2.22(B)], the Company agrees to pay: