A buyer-side representation and warranty insurance policy underwritten by Concord Specialty Risk is being conditionally bound as of the date hereof (the “R&W Insurance Policy”). Sellers shall bear fifty percent (50%) of the cost of the R&W Insurance Policy (including underwriting fee, premium, premium taxes, and any broker expenses), by including such amount as a Seller Expense, provided, however, that in no event shall R&W Insurance Policy costs greater than $460,000 be included in Seller Expenses or otherwise be payable by the Sellers in respect of the R&W Insurance Policy. Any other fees, costs or deductibles associated therewith shall be borne solely by Buyer. Buyer agrees to not seek to make, enter into or consent to, any amendment to the R&W Insurance Policy following the Closing that would materially and adversely affect the rights of the Sellers hereunder without the prior written consent of the Sellers’ Representative.