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.

Restrictive Covenants. In consideration of the terms of this Award and your access to Confidential Information, you agree to the restrictive covenants and associated remedies as set forth below, which exist independently of and in addition to any obligation to which you are subject under the terms of the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions (the “TSA”):