Fees; Expenses. The Borrower agrees to reimburse the Bank, upon the execution of this Agreement, and otherwise on demand, all fees due and payable to the Bank hereunder and under the other Loan Documents and all costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications or amendments thereto or renewals thereof, and the collection of all of the Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including # reasonable fees and expenses of counsel (which may include costs of in‑house counsel); # all costs related to conducting UCC, title and other public record searches; # fees for filing and recording documents in the public records to perfect the Bank’s liens and security interests; # expenses for auditors, appraisers and environmental consultants; and # taxes. The Borrower hereby authorizes and directs the Bank to charge Borrower's deposit account(s) with the Bank for any and all of the foregoing fees, costs and expenses.

Expenses; Fees. The Borrower and its Subsidiaries shall have paid all fees due and payable on the Sixth Amendment Effective Date. The Administrative Agent shall have received all reasonable and documented out-of-pocket costs and expenses, invoices for which have been submitted prior to the Sixth Amendment Effective Date, required to be paid (including without limitation reasonable fees and disbursements of Shearman & Sterling LLP, counsel to the Administrative Agent and the Lead Arranger) under the Credit Agreement on or prior to the Sixth Amendment Effective Date;

Fees; Expenses. The Administrative Agent shall have received all fees due and payable to the Administrative Agent, the Lead Arrangers and the Lenders on or prior to the Effective Date, and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Administrative Agent and the Lead Arrangers in accordance with the terms of this Agreement that have been invoiced (such invoice to include reasonable detail) on or prior to the dated that this three (3) Business Days prior to the Effective Date shall have been paid, which amounts may be paid, in each case, from the proceeds of the initial Borrowings hereunder.

Fees; Expenses. In consideration of the performance by Consultant of the Services, FivePrime will pay Consultant at the end of each calendar month during the term a monthly retainer of Ten Thousand Dollars ($10,000) (each, a “Monthly Retainer”). To the extent Consultant provides more than 20 hours of Services in a calendar month (“Non-retainer Services”), FivePrime will, in consideration of Consultant’s provision of such Non-retainer Services, pay Consultant at the rate of Five Hundred Dollars ($500) per hour for such Non-retainer Services performed (such consideration, “Non-retainer Fees”), subject to the other terms and conditions of this Agreement. FivePrime will reimburse Consultant for all reasonable and necessary out-of-pocket expenses actually incurred in connection with Consultant’s required travel in the performance of Services (“Expenses”). Consultant shall provide FivePrime with a written expense report, complete with receipts or other reasonable documentation, including any relevant travel itinerary, for all such Expenses requested for reimbursement. Consultant shall provide all such expense reports within 30 days of incurring the applicable Expense. FivePrime will have no liability for any other fees of or expenses or costs incurred by Consultant.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Fees and Expenses. Borrower agrees to promptly pay Bank, upon receipt of an invoice, Bank’s legal fees and expenses incurred in connection with this Amendment.

Fees and Expenses. The Administrative Agent and the Lenders shall have received # evidence that the costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Administrative Agent and Lenders in the negotiation, execution and delivery of the Credit Documents, to the extent invoiced at least 1 Business Day prior to the Closing Date, shall have been paid in full by the Credit Parties and # evidence that all other fees and expenses, if any, owing pursuant to Section 2.4, and payable on the Effective Date, shall have been paid in full by the Credit Parties.

Fees and Expenses. Borrower shall have paid Agent # an amendment fee of $56,250, # all reasonable invoiced costs and expenses then due in accordance with Section 5(e), and (iii) all other reasonable invoiced fees, costs and expenses, if any, due and payable as of the Amendment Effective Date under the Loan Agreement.

Fees and Expenses. Payment by the Borrowers of all fees and expenses owed by them to the Lenders and the Administrative Agent, including, without limitation, payment to the Administrative Agent of the fees set forth herein and in the Fee Letter.

Fees and Expenses. Applicant agrees to pay the reasonable legal and other fees, commissions, costs, charges, taxes and other expenses, including, but not limited to, fees and disbursements of the State’s counsel, charges for title insurance endorsements, and all recording fees and charges the State incurred in the preparation, execution and delivery of this Amendment and all other documents executed in connection herewith. Notwithstanding the foregoing, the