The Borrower must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Event of Default. The occurrence of any of the following will constitute an “Event of Default” under this Note:

Event of Default. Each of the following shall constitute an “Event of Default”: # Tenant’s failure to make when due any payment of the Rent, additional rent or other sum, which failure shall continue for a period of five (5) days after receipt of notice of such failure; # Tenant’s failure to perform or observe any covenant or condition of this Lease not otherwise specifically described in this [Section 19.1], which failure shall continue for a period of thirty (30) days after notice of such failure, provided that, where a cure cannot reasonably be effectuated within such time, Tenant shall have such additional time as may be reasonably necessary under the circumstances so long as Tenant has commenced a cure within fifteen (15) days of such failure and is proceeding diligently to complete such cure as soon as reasonably practicable; # an Event of Bankruptcy; # Tenant’s dissolution or liquidation; # any Environmental Default; or # any sublease, assignment or mortgage not permitted by Article VII.

No Default; Event of Default. No Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.

Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to [Section 15.4], Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with [Section 9]; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

Event of Default; Default Interest; Late Charge. Upon the occurrence of an Event of Default, the Indebtedness shall # become due and payable as provided in Article 8 of the Loan Agreement, and # bear interest at a per annum interest rate (the “Default Rate”) equal to the lesser of # the Maximum Amount (as defined in Section 8), and # the Interest Rate plus five percent (5%). If Borrower fails to pay any sums due under the Loan Documents on the date when the same is due (excluding the amounts due on the Maturity Date), Borrower shall pay (or cause to be paid to Lender upon demand a late charge on such sum (a “Late Charge”) in an amount equal to the lesser of # five percent (5%) of such unpaid amount, and # the maximum late charge permitted to be charged under the laws of the State where the Property is located. Borrower will also pay to Lender, in addition to the amount due and any Late Charges, all out-of-pocket costs of collecting, securing, or attempting to collect or secure this Note or any other Loan Document, including, without limitation, court costs and reasonable attorneys’ fees (including attorneys’ fees on any appeal by either Borrower or Lender and in any bankruptcy proceedings). For the avoidance of doubt, a Late Charge shall not be applied if Borrower fails to pay the outstanding Indebtedness on the Maturity Date.

Notification. Each Party will promptly notify the other Party in writing of any actual, potential, suspected or threatened infringement, misappropriation or other violation in the Territory by a Third Party of any Licensed Patent Right in the Field of which it becomes aware (“Third Party Infringement”).

Notification. If the Development, Manufacture, Commercialization or use of any Licensed Product, the practice of any Licensed Intellectual Property, or the exercise of any other right granted by Axsome to Licensee hereunder, in each case, in the Territory (collectively, the “Licensed Activities”) by Licensee or any of its Affiliates or sublicensees or the practice of any Licensed Intellectual Property by Axsome is alleged by a Third Party to infringe, misappropriate or otherwise violate such Third Party’s Patent Rights or other Intellectual Property Rights in the Territory, the Party to whom such

Notification. Each Party will promptly notify the other Party in the event that any Third Party files suit or brings any other action alleging patent infringement by Licensee or Axsome or any of their respective Affiliates or sublicensees with respect to any of the Licensed Activities (any such suit or other action referred to herein as an “Infringement Claim”).

Notification. During the Pre-Closing Period, the Seller shall promptly notify the Purchaser in writing of: # the discovery by the Seller of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by the Seller in this Agreement; # any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by the Seller in this Agreement; # any Breach of any covenant or obligation of the Seller; and # any event, condition, fact or circumstance that may reasonably make the timely satisfaction of any of the conditions set forth in Section 5 or Section 6 impossible or unlikely. No such notification shall be deemed to supplement or amend this Agreement, including for purposes of determining # the accuracy of any representation or warranty made by the Seller in this Agreement or in the Seller Closing Certificate or # whether any of the conditions set forth in Section 6 has been satisfied. The Parties acknowledge and agree that any failure by Seller to make a notification pursuant to this [Section 4.3] shall in no event result in or be deemed a failure of any of the conditions set forth in Article 5 to be satisfied.