Remedies for Breach of Licensee Diligence Obligations. If Licensee materially breaches any Licensee Diligence Obligation and fails to remedy such breach within ninety (90) days of Licensee’s receipt of notice of such breach from Axsome, then, without limiting and in addition to any other remedies that may be available to Axsome at law or in equity, Axsome may, in its sole discretion, elect to either # terminate this Agreement pursuant to the provisions of Section 8.2 or # convert any exclusive license granted to Licensee under this Agreement with respect to one or more Licensed Products in the Territory into a non-exclusive license.

Legal and Regulatory Due Diligence; Background Checks. The Administrative Agent and its counsel shall have completed # all legal and regulatory due diligence, and # background checks regarding # Piotr Galitzine, Evgeny Makarov, and Don Giblin, and # any other senior management and/or key investors in the Loan Parties, as determined by Administrative Agent in its sole discretion, in each case, the results of which shall be satisfactory to Administrative Agent in its sole discretion.

Due Diligence Materials To Be Made Available. To the extent such items are in ​’s possession or control, ​ shall make available to ​ for ​’s review via electronic drop box or similar file sharing application the following items and information (the “Additional Property Information”) on or before the Property Information Delivery Date; provided, however, that if any of said documents or materials are not currently in electronic form or cannot be shared electronically, then ​, at its option, shall make such Additional Property Information available to ​ at either the offices of ​’s property manager or at the Property, and ​ at its expense shall have the right to make copies of same:

The [[Organization A:Organization]] has delivered an electronic copy of the Diligence File (as defined in the Pooling and Servicing Agreement) with respect to each Mortgage Loan to the Depositor by uploading such Diligence File to the Secure Data Room (as defined in the Pooling and Servicing Agreement); and

PAYMENT OF FACILITY FEES AND DUE DILIGENCE FEE. Borrower shall pay Lender the Domestic Facility Fee in the amount of $10,000.00 as amended hereof, the EXIM Facility Fee in the amount of $5,000.00, and the Due Diligence Fee in the amount of $600.00, plus all out-of-pocket expenses.

Purchaser was provided with a necessary and sufficient opportunity to conduct due diligence by the Execution Date, in regards to the business, legal affairs, financial affairs, tax affairs, and from other perspectives of the Target Company. The due diligence is completed in the form satisfied by the Purchaser.

within sixty (60) days after the Closing Date, the Seller shall deliver or cause to be delivered an electronic copy of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional documents that the Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Intralinks Site, each such Diligence File being organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor;

Participate in and facilitate the 50l(c)(3) due diligence/feasibility study for the "Davey Science and Learning Foundation."

Based upon the foregoing and upon the best of my knowledge after due diligence, I have concluded as follows:

Support and assistance of pre-Transaction due diligence with various types of risk estimations and modifications of proposed models;