Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent and of special or local counsel to the Administrative Agent to the extent such special or local counsel is reasonably necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Each party shall be responsible for its own costs and expenses incurred in connection with the preparation, negotiation and delivery of this Agreement and the Transaction Documents, including but not limited to attorneys’ and accountants’ fees and expenses; except that in no event shall any of such costs or expenses be borne by or charged to the Company.

Closing Costs. Seller shall pay the Standard Owner's Title Insurance Policy premium in the full amount of the Purchase Price along with any title search and exam fees. Seller shall pay all transfer taxes (state, county, and municipal, as applicable). Seller shall pay any and all brokerage commissions to SRS National Net Lease Group, LP ("Seller's Broker") per separate agreement. Buyer is represented by Hughes Marino, Inc. ("Buyer's Broker"). Buyer's Broker shall receive a brokerage commission to be paid by Seller's Broker per separate agreement. Except as set forth above, both parties represent to the other that they have not been represented by a broker, and agree to hold the other harmless from any claim of brokerage commission by, through, or as a result of representation of the other party. Buyer shall pay the full cost of any endorsements to the Owner's Title Insurance Policy and the full cost of any extended coverage as Buyer may require for such policy. Buyer will pay any and all recording fees. Buyer will pay the cost of updating any due diligence provided by Seller, including the cost of an updated survey to be ordered by Buyer as set forth in Section 8 above. Buyer and Seller will split all escrow and closing fees equally. Each party will pay its own attorney's fees and costs to document and close this transaction.

Mandatory Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the Company will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.

The Borrower shall pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservations of, any rights under this Agreement.

CRO Costs. The payments required under Section 6.1(b) are inclusive of any amounts incurred by Avail to engage any CRO in connection with the Strategic Services; provided, however, that in the event that the FDA notifies Avail that additional studies are required with respect to any Product (“Supplemental Studies, Avail shall notify Customer in writing of the scope of required work and corresponding cost and payment terms to Customer to complete such work, and upon receiving Customer’s pre-approval in writing, Avail will initiate the Supplemental Study with the understanding that Customer shall reimburse Avail for the agreed amounts (or such lesser amount as Avail may determine in its sole discretion) in connection with such Supplemental Studies (collectively, “Supplemental Costs”). Upon Avail’s completion of Supplemental Studies or at agreed progress points, Avail shall provide to Customer a statement describing the Supplemental Cost due in connection with the Supplemental Studies and an invoice, and Customer shall reimburse Avail for such invoice amount within seven (7) days after Customer receives such statement.

Enforcement Costs. If an attorney is retained to represent ​ for failure by ​ to deliver any Shares within two (2) Business Days as required under this Agreement, then ​ shall pay to ​, as incurred by ​, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.

Seller shall pay the following costs and expenses in connection with the Closing:

ENFORCEMENT COSTS. Should either party employ attorneys to enforce any of the provisions hereof (including the pursuit of specific performance), the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable attorneys' fees, court costs and legal expenses incurred in connection therewith.

Enforcement Costs. If: # this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through any legal proceeding; # an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or # an attorney is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder. If this Agreement is placed by the Company in the hands of an attorney for enforcement or is enforced by the Company through any legal proceeding, then the Investor shall pay to the Company, as incurred by the Company, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.