In the event any party brings an action to enforce or determine any rights under this Agreement or the Transactions, the parties agree that the court referred to in Section 13.1 shall, only upon a clear demonstration that one party is the non-prevailing party in such action, order the non-prevailing party to pay the reasonable out-of-pocket attorneys’ fees and expenses incurred by the prevailing party and, promptly after the entry of a final and nonappealable order of such court to such effect, the non-prevailing party shall pay to the prevailing party all such costs and expenses.