Fees. Borrower shall pay to Bank:

Fees. The Company shall reimburse the lead Buyer for all reasonable and documented costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, ​ for legal fees of outside counsel and disbursements of Latham & Watkins LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) which shall be withheld by the lead Buyer from its Purchase Price at the Closing. The Company shall be responsible for the payment of any placement agent’s fees in accordance with the terms of the Placement Agent Agreement, financial advisory fees, Control Account Bank fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement, in accordance with the terms of the Placement Agent Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

Fees. The Borrowers shall have paid to the Administrative Agent for itself and for the account of the applicable Lenders # all fees as required hereunder, including a fee to each Lender that consented to this Amendment in writing on or before ​ (Eastern time), ​, equal to thirty-seven and one half (37.5) basis points of such Lender's Credit Revolving Credit Commitments and outstanding Term Loans as of the date hereof, after giving effect to the Revolving Credit Commitment reduction, and # all other fees payable to the Administrative Agent plus all costs and expenses for which the Administrative Agent is entitled to be reimbursed, including but not limited to the fees and expenses of the Administrative Agent's legal counsel.

Fees. The Administrative Agent, the Lenders and L/C Issuer shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including to the extent invoiced prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

Fees. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to any Commitment Letter in respect of the Senior Interim Loan Commitments, to the extent invoiced at least three Business Days prior to the Closing Date, shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Senior Interim Loans on the Closing Date).

Fees. No Defaulting ​ shall be entitled to receive any fee payable under [Section 2.09(a)] for any period during which that ​ is a Defaulting ​ (and the ​ shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting ​).

Fees. Borrower shall pay Bank a fee equal to ​ in connection with this Amendment, ​ of which is due on the date hereof, and ​ of which is due upon the earlier to occur of the repayment of the Obligations or the date that the Obligations become due and payable.

Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute.

Indemnification. If litigation shall be brought to enforce or interpret any provision contained herein, the Corporation hereby agrees to indemnify the Executive for the Executive’s reasonable attorney’s fees and disbursements incurred in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the Executive calculated at Citibank’s (or any successor entity) prime rate of interest in effect from time to time from the date that payment(s) to the Executive should have been made under this Agreement. The reimbursement of an attorney’s fees and disbursements incurred in such litigation will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.