Attorneys’ Fees. In the event that either Party employs attorneys to enforce any right arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

Closing Fees. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Term Lender on the Closing Date in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, an upfront fee (which may take the form of OID) in an amount equal to 0.50% of the stated principal amount of such Term Lender’s Initial Term Loans, payable to such Term Lender from the proceeds of its Initial Term Loans as and when funded on the Closing Date. Such fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing (including, but not limited to, as set forth in the Fee Letter) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

Certain Fees. That Defaulting Lender # shall not be entitled to receive any commitment fee pursuant to ‎Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and # shall be limited in its right to receive Letter of Credit fees as provided in ‎Section 2.03(h).

Other Fees. (i) The Borrowers shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Engagement Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Commitment Fees. The Borrowers shall pay to the Administrative Agent # for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, # a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Attorneys Fees. Costs. In the event that litigation results from or arises out of this Agreement, the Note, the Release and Indemnity Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees. court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

In the event that either party commences litigation to enforce or protect his and/or its rights under this Agreement, said litigation shall be brought in a court of competent jurisdiction in Effingham County, Illinois, before a judge sitting without a jury. Each party hereto waives the right to be tried by jury and consents to trial by judge only, sitting without a jury. The prevailing party in any such litigation shall be entitled to recover reasonable attorneys' fees and court costs relating to such litigation, in addition to all other entitled relief, including but not limited to damages and injunctive relief.

Administrative Fees. The Borrowers agree to pay to the Administrative Agent, for its own account, an annual fee as agreed to between the Borrowers and the Administrative Agent in the Fee Letters.

Fees; Billing. ​ and the ​ shall pay to Seller the applicable fees for the Transition Services set forth in attached [Schedule A] (the “Fees”) plus any applicable sales and use Taxes thereon. In addition, ​ or the ​ shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller’s employees, including travel or lodging expenses, required in connection with the performance of the Transition Services (“Seller Expenses”), so long as Seller delivers to ​ and the ​ reasonable documentation (i.e., receipts) in support of such Seller Expenses. Except as otherwise set forth in attached [Schedule A], the Fees and Seller Expenses shall be invoiced by Seller in arrears on a monthly basis, which invoices shall include reasonable documentation of Seller Expenses. Fees are due within thirty (30) days of the date of receipt of such invoice. Subject to the terms of this ARTICLE 2, any portion of an undisputed invoice not paid within such thirty (30) day period shall accrue interest at the rate of one percent (1%) per month or, with respect to Third Party Service Providers, such interest rate as provided in Seller’s agreement with the applicable Third Party Service Provider (the “Applicable Rate”).