Registration Rights Agreement; Registration Rights. The Registration Rights Agreement has been duly authorized and, at the Initial Closing Date, will have been duly executed and delivered by the Parent and the Company, and will be a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. There are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to any registration statement or otherwise registered by the Company Group under the Securities Act.

Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base to the extent required by the Administrative Agent or the Required [[Consenting Lenders:Organization]] as a result of any such evaluation or appraisal; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base.

Inspection Rights. Permit representatives and an independent contractor of the Administrative Agent to visit and inspect any of its properties once per calendar year, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and up to once per year, upon reasonable advance notice to the Partnership; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers, at any time during normal business hours and without advance notice and as many times during any calendar year as such Administrative Agent or Lender shall so request. The Administrative Agent and each Lender shall conduct any such inspection or examination # in reasonable accordance with such Borrower’s or the applicable Restricted Subsidiary’s safety policies and procedures and # so as not to unreasonably materially interfere with such Borrower’s or its Restricted Subsidiaries’ operations.

Voting Rights. The Restricted Stock Units are not shares of stock. Therefore, you and any person claiming under or through you, do not possess any voting or other shareholder rights by reason or receiving Restricted Stock Units pursuant to this Agreement unless and until the Restricted Stock Units are settled in Shares pursuant to Section 8 hereof.

Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan, Revolving Loan Commitment or Term Loan Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 9.3.

Voting Rights. The Participant will not have the right to vote with respect to the Units prior to payment of Common Stock in satisfaction of the Units.

Servicing Rights. [[Organization C:Organization]] acknowledges that it has sold the Purchased Assets to [[Organization B:Organization]] on a servicing released basis and it has no rights to service the Purchased Assets. Without limiting the generality of the foregoing and in the event that [[Organization C:Organization]] is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, [[Organization C:Organization]] grants, assigns and pledges to [[Organization B:Organization]] a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

Retained Rights. Axsome retains all rights under the Licensed Intellectual Property, any and all other Patent Rights and Know-How owned or Controlled by Axsome or its Affiliates for use thereof either # outside the Territory for any and all purposes or # in the Territory but outside of the Field, and no such rights (either (a) or (b)) are granted under this Agreement to Licensee. Axsome further retains all rights under the Licensed Trademarks (or any Trademark identical or similar to any Licensed Trademark) for use outside of the Territory

Equity Rights. [[Organization A:Organization]] acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of [[Organization B:Organization]]’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during [[Organization B:Organization]]’s bankruptcy to any claim arising as a result of a breach by [[Organization B:Organization]] of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of [[Organization B:Organization]] under this Confirmation are not secured by any collateral that would otherwise secure the obligations of [[Organization B:Organization]] herein under or pursuant to any other agreement.

Rights Unsecured. The right of any Participant to receive an Award under the Plan shall constitute an unsecured claim against the general assets of the Company.