Upfront Fees Payable to Lenders. Upfront fees on Lenders’ Commitments totaling $2,500,000,000 shall be fully earned, and payable by the Borrowers in full, on the Effective Date. Additional upfront fees on an amount equal to the excess, if any, of # the aggregate Commitments of all Lenders existing on the Second Fee Payment Date over # $2,500,000,000 shall be fully earned, and payable by the Borrowers in full, on the Second Fee Payment Date, unless prior to the Second Fee Payment Date the Merger Agreement has been terminated without the Acquisition having been consummated. If prior to the Second Fee Payment Date the Merger Agreement has been terminated without the Acquisition having been consummated, no additional upfront fees shall be earned or payable. All upfront fees payable

Upfront Payment. Licensee shall pay to Axsome a one-time payment of sixty-two million euros (€62,000,000), ​. In the event Licensee fails to pay either such payment on or before the date due and fails to cure such failure within five (5) Business Days, Axsome may terminate this Agreement by written notice with immediate effect without obligation to refund any payments made under this Section 4.1.

Upfront Payment. As partial consideration for Recordati’s agreements set forth in this Agreement, ARS will pay Recordati a one-time non-refundable upfront payment in the amount of Euro 3,000,000 (three million) (the “Upfront Payment”). Recordati will issue an invoice for the Upfront Payment on or after the Termination Agreement Effective Date, and ARS will pay the Upfront Payment no later than thirty (30) days following ARS’ receipt of such invoice.

Upfront Fee. The Company shall pay to the Administrative Agent, on the Closing Date, # for the account of the Lenders in accordance with their respective Applicable Percentages, an upfront fee of ten basis points (0.10%) of the Aggregate Commitments as of the Closing Date, as separately agreed between the Company and JPMorgan and # such other fees in the amounts and at the times separately agreed between the Company and JPMorgan. Such fees shall be fully earned when paid and shall not be refundable for any reason.

Upfront Payment. No later than […​…] following the Effective Date, in consideration for entering into the collaboration with ​ and the rights granted by ​ to [[Organization A:Organization]] pursuant to this Agreement, including those set forth in Section 5.2, [[Organization A:Organization]] shall pay ​ a one-time, non-refundable, upfront amount equal to One Hundred Seventy-Five Million Dollars ($175,000,000.00). The foregoing sentence shall not be interpreted to limit [[Organization A:Organization]]’s right to seek damages for ​’s material breach of this Agreement. Such payment shall be non-creditable against any other payments due hereunder.

Upfront Payment. In partial consideration of the rights granted by UroGen to Allergan hereunder and subject to the terms and conditions of this Agreement, no later than ten (10) Business Days following the Effective Date, Allergan shall pay UroGen a non-creditable, non-refundable, upfront amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000).

Upfront fees

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees, the Administrative Agent Fees, the Upfront Fees and the Ticking Fees.

“Upfront Fees” shall have the meaning assigned to such term in [Section 2.12(d)].

hereunder unless the Borrower has made payment to the Administrative Agent for the account of ​ in immediately available funds the upfront fees payable under [Section 2.4] and the Borrower has furnished to the Administrative Agent with sufficient copies for ​:

Additional Fees. The ​ shall, without duplication, pay to the Arrangers and the [[Administrative Agent:Organization]] the fees described in the Fee Letter in the amounts and at the times specified in the Fee Letter. [[Administrative Agent:Organization]] shall pay to the Lenders that portion of such fees paid to it by the ​ that represent the upfront fees specified in the Fee Letter as being payable to such Lenders. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

“Transaction Expenses” means any fees or expenses incurred or paid by the Sponsor, Parent, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions related to the Facilities and any original issue discount or upfront fees), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“All-in-Yield” means as to any Indebtedness the yield to maturity thereof, whether in the form of interest rate margin, original issue discount, upfront fees, recurring periodic fees, any interest rate floors or similar devices, or otherwise, in each case payable generally to Lenders making such Loans, but excluding any arrangement, commitment, structuring, underwriting or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders.

“Subordinated Main Street Second Upfront Fee” means the “Second Upfront Fee” as defined in the Subordinated Main Street Loan Agreement.

Terms. Any Incremental Revolving Facility Increase will be on terms identical to (and shall form part of) the Revolving Facility Commitments, except with respect to any arrangement, upfront, structuring or similar fees that may be agreed to by and among the Borrower and the Incremental Lenders.

Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof # may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, # may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or # may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, commitment fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent fees or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

the Borrower shall have delivered, by wire transfer or immediately available funds, to the Lender the amount of $100,000 as an upfront fee, which such upfront fee shall be fully earned and payable on the Effective Date; and

SECTION #Subordinated Main Street Second Upfront Fee.‌98

Upfront Fee; Commitment Fee; Reductions in Aggregate Commitment