Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, # in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), # in accordance with the Investment Company Act and # during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, # determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; # identify, evaluate and negotiate the structure of the investments made by the Corporation; # close and monitor the Corporation’s investments; # determine the securities and other assets that the Corporation will purchase, retain, or sell; # perform due diligence on prospective portfolio companies; and # provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.

Covenants. If any Loan Party or any of its Restricted Subsidiaries:

Covenants. The benefits provided for under this Agreement are subject to the following:

Covenants. So long as any indebtedness under this Note remains outstanding, the Company shall provide to Holder, as soon as possible and in any event within three (3) days after the occurrence thereof, written notice of an Event of Default, which notice sets forth the details of such event and the action which is proposed to be taken by the

Covenants. From the date hereof until the date of the full, final and complete satisfaction of the Loans and all other amounts payable or accrued hereunder (the “Repayment Date”), the Borrower shall:

Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall have been performed or complied with in all material respects.

Covenants. So long as principal of and interest on the Term Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied, the Borrower shall comply with all the covenants and agreements applicable to it contained in Articles VI (Affirmative Covenants) except [Section 6.11] (Use of Proceeds) and VII (Negative Covenants) of the Incorporated Agreement (collectively, the “Incorporated Covenants”), including for purposes of this Paragraph 4 each Additional Incorporated Agreement Covenant. The covenants and agreements of the Borrower referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby (or, in the case of each Additional Incorporated Agreement Covenant, shall, upon its effectiveness, be) incorporated herein by reference as if set forth in full herein with appropriate substitutions, including the following:

Independent Covenants. This Lease shall be construed as though the covenants herein between ​ and ​ are independent and not dependent and ​ hereby expressly waives the benefit of any statute to the contrary and agrees that if ​ fails to perform its obligations set forth herein, ​ shall not be entitled to make any repairs or perform any acts hereunder at ​’s expense or to any setoff of the Rent or other amounts owing hereunder against ​.

Negative Covenants. The following sections in the Loan Agreement shall be amended as follows:

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.08, 6.10, 6.11, 6.12, 6.15, Article VII or Article X; or

Protective Covenants. In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

AFFIRMATIVE COVENANTS. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in [Sections 6.01, 6.02, 6.03 and 6.11]) cause each Consolidated Entity to:

Specific Covenants. The [[Consolidated Parties:Organization]] or the [[Consolidated Parties:Organization]] (or, if applicable, any [[Consolidated Parties:Organization]] Party) fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2] or Article VII; or

Specific Covenants. (i) The Company fails to perform or observe any term, covenant or agreement contained in # any of [Sections 6.10, 6.11, 7.01, 7.03, 7.06, 7.11, 7.12 or 7.14]4]4], or # any of [Sections 6.01, 6.02, 6.03, or 6.13] and, with respect to those sections identified in clause (B), such failure continues for five (5) days, or # any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty; or

Mutual Covenants. Each of Axsome and Licensee hereby covenants to the other Party that:

Ongoing Covenants. Any net proceeds of a Permitted Transfer of Contracts into a Permitted Facility received by Borrowers from time to time shall # in the case of a Warehouse Facility, first be promptly applied to reduce the existing indebtedness under this Agreement, or # in the case of a Securitization, first be promptly applied to reduce the existing indebtedness under any related Warehouse Facility, to the extent such net proceeds were received as a result of assets being transferred from a Warehouse Facility substantially concurrently with the receipt of such net proceeds, and second any remaining net proceeds shall be promptly applied to reduce the existing indebtedness under this Agreement. Borrowers shall not amend or modify any Permitted Facility in a manner that would contravene any terms, covenants or provisions of this Agreement or in any manner which would cause such Securitization or Warehouse Facility to no longer be permitted under [Section 8.18(a)], unless acceptable to Agent in its sole but reasonable discretion.

Financial Covenants. Clauses [(b) and (c) of Section 8.12] of the Credit Agreement are hereby deleted in their entirety and the following are inserted in their stead: