Section #Diligence.

Diligence obligations

In addition to the delivery by the Servicer of an annual report pursuant to [Section 7.03(k)(ii)(A)], the Servicer shall also permit each Secured Party, each Agent and the Backup Servicer, upon five (5) Business Days’ prior notice and during regular business hours (provided that from and after the occurrence of any Event of Default, Unmatured Event of Default or Facility Amortization Event, the foregoing notice shall not be required to be given), to periodically, at the discretion of the Secured Parties or the Backup Servicer, as applicable, review the collection and administration of the Receivables by the Servicer and the Subservicers in order to assess compliance by the Servicer and the Subservicers with the Collection Policy and this Agreement and conduct an audit of the Receivables and Receivable Files, including, without limitation, the Electronic Contracts and the Electronic Vault, in conjunction with such a review. Such review may include tours of the facilities of the Servicer and the Subservicers and discussions with their respective managements. If no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, the Secured Parties, the Backup Servicer, each Agent or their respective agents or representatives shall only be entitled to conduct, and the Servicer shall permit them to conduct, three such reviews pursuant to this [Section 7.03(k)] during any 12-month period beginning on the Closing Date and on each anniversary thereof; provided, that if an Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing, there shall be no limit on the number of

Patriot Act; Certain Additional Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the PATRIOT Act.

Independent Due Diligence and Decision Making. Each of NEE and each EFH/EFIH Debtor hereby confirms that it is # a sophisticated party with respect to the matters that are the subject of this Agreement, # has had the opportunity to be represented and advised by legal counsel in connection with this Agreement and acknowledges and agrees that it voluntarily and of its own choice and not under coercion or duress enters into the Agreement, # has adequate information concerning the matters that are the subject of this Agreement, and # has independently and without reliance upon any other Party hereto, or any of their affiliates, or any officer, employee, agent or representative thereof, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon each other Party’s express representations, warranties, and covenants in this Agreement.

Due Diligence Materials To Be Delivered. To the extent such items presently exist and are in ​’s possession and have not been previously delivered to ​ or ​’s agents, ​ shall deliver to ​ the following (the “Property Information”) on or before the Property Information Delivery Date:

SECTION #DUE DILIGENCE

“5.1 Commercial Diligence

Section # Diligence 15

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.