Insurance Policy and Costs. Seller will pay the costs of Seller’s counsel, preparation of any deeds and any bill of sale, deliver and pay the basic costs for a title insurance policy in an amount equal to the Purchase Price, transfer taxes for the conveyance, and one half of the escrow or closing fees. Buyer will pay the cost of Buyer’s counsel, all loan costs required by Buyer’s lender, including title policy cost in excess of owner’s policy, Buyer’s portion of the cost of the owner’s policy of title insurance, one half of any escrow or closing fee, and recording fees for any deeds and mortgage, and any applicable mortgage tax.

Title Insurance Policy. The Building Loan Mortgage shall constitute a valid first Lien on the Property for the full amount of the Building Loan advanced to and

DO Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, if available.

R&W Insurance Policy . The Purchaser has provided to the Seller a correct and complete copy of the representations and warranties insurance policy, bound as of the date of this Agreement, between ​ (collectively the “Insurer(s)”), and any applicable excess representations and warranties insurance policies obtained in connection therewith (collectively, the “R&W Insurance Policy”). The R&W Insurance Policy has not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained in the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related to the insuring of the transactions contemplated hereby other

(a) ​ will be responsible for paying the premiums, commissions, fees, Taxes and other costs and expenses of procuring and maintaining the R&W Insurance Policy promptly when due and the Seller and the Purchaser shall take all other actions within their respective control in order for the R&W Insurance Policy to be issued at Closing. Except as expressly set forth in this Agreement, neither the Seller nor any Affiliate thereof will have any liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser can maintain the R&W Insurance Policy, whether the terms thereof do not provide coverage for any specific type or category of claims or losses, or whether the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder. The Purchaser will not, and will cause the insureds not to, waive, amend, modify or otherwise revise the R&W Waiver under the R&W Insurance Policy and the Purchaser will enforce the R&W Waiver under the R&W Insurance Policy. The Purchaser acknowledges and agrees that ​, subject only to the satisfaction or waiver of the conditions to the Closing set forth in Section 5.

Credit Protection Insurance Policy Proceeds. Promptly upon receiving any amounts from the Credit Protection Insurer pursuant to the Credit Protection Insurance Policy, the Lender shall, or the Borrower shall pay over to the Lender to, apply all such amounts as prepayments of the Loans pursuant to [Section 3.08] of the Credit Agreement.

Policy. The relation of tenants in common in the construction, maintenance and operation of Unit 4 and Unit 4 Common Facilities (referred to in this [Section 2.08] as "Subject Properties'') as provided by this Agreement, and the agreements herein for the operation and maintenance thereof by "Power Company", are each undertaken in mutual trust and confidence in the financial responsibility, engineering and operating competence, efficiency and common objectives of the Companies. Since the effects of transfers of the interests of one party upon the rights and interests of the other party over the long term of this Agreement cannot be determined at this time, it must be presumed that such effects might be adverse. Therefore, each party, for the protection of itself and of the other party, agrees that its interests in this Agreement and its titles to and interests in all Subject Properties shall at all times during the term of this Agreement be subject to the provisions of this [Section 2.08].

any Life Insurance Policy which has any policy loans or advances outstanding against such Life Insurance Policy; and

Costs. Borrowers agree to pay to the Bank on demand all reasonable, documented and out-of-pocket costs, fees and expenses (including without limitation reasonable attorneys' fees and legal expenses) incurred or accrued by the Bank in connection with the negotiation, preparation, execution, delivery, filing, recording and administration of this Agreement, the Security Instruments and the other Loan Documents, or any waiver, consent or modification thereto or thereof, or any enforcement thereof. Borrowers further agree that all such fees and expenses shall be paid regardless of whether or not the transactions provided for in this Agreement are eventually closed and regardless of whether or not any or all sums evidenced by the Revolver Note are advanced to Borrowers by Bank. Upon Borrowers' failure to pay all such costs and expenses within ten (10) days of the Bank's submission of invoices therefore, Bank shall pay such costs and expenses by debit to the general account of Borrowers without further notice to Borrowers.

Costs. It is acknowledged and agreed that the Company shall bear all costs and expenses incident to the issuance, offer, sale and delivery of the Notes. These costs and expenses will include but are not limited to state “Blue Sky” fees, legal fees, printing costs, travel costs, mailing, couriers, personal background checks, and other expenses incidental to the advancement and completion of the Offering.