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<br />(h) From and after the date of this Agreement, the Seller shall not sell, transfer, <br />assign, set over or otherwise convey any right, title or interest of any kind whatsoever in all or <br />any portion of the VLF Receivable, nor shall the Seller create, or to the knowledge of the Seller <br />permit the creation of, any Lien thereon. <br /> <br />7. Notices of Breach. <br /> <br />(a) Upon discovery by the Seller or the Purchaser that the Seller has breached any <br />of its covenants or that any of the representations or warranties of the Seller or the Purchaser are <br />materially false or misleading, in a manner that materially and adversely affects the value of the <br />VLF Receivable, the discovering party shall give prompt written notice thereof to the other party <br />and to the Trustee, as assignee of the Purchaser, who shall, pursuant to the Indenture, promptly <br />thereafter notify each Credit Enhancer and the Rating Agencies. <br /> <br />(b) The Seller shall not be liable to the Purchaser, the Trustee, the Noteholders, or <br />any Credit Enhancer for any loss, cost or expense resulting solely from the failure of the Trustee, <br />any Credit Enhancer or the Purchaser to promptly notify the Seller upon the discovery by an <br />authorized officer of the Trustee, any Credit Enhancer or the Purchaser of a breach of any <br />covenant or any materially false or misleading representation or warranty contained herein. <br /> <br />8. Liabilitv of Seller; Indemnification. The Seller shall be liable in accordance <br />herewith only to the extent of the obligations specifically undertaken by the Seller under this <br />Agreement. The Seller shall indemnify, defend and hold harmless the Purchaser, the Trustee and <br />each Credit Enhancer, as assignees of the Purchaser, and their respective officers, directors, <br />employees and agents from and against any and all costs, expenses, losses, claims, damages and <br />liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or <br />was imposed upon any such Person by the Seller's breach of any of its covenants contained <br />herein or any materially false or misleading representation or warranty of the Seller contained <br />herein. Notwithstanding anything to the contrary herein, the Seller shall have no liability for the <br />payment of the principal of or interest on the Notes issued by the Purchaser. <br /> <br />9. Limitation on Liabilitv. <br /> <br />(a) The Seller and any officer or employee or agent of the Seller may rely in good <br />faith on the advice of counselor on any document of any kind, prima facie properly executed and <br />submitted by any Person respecting any matters arising hereunder. The Seller shall not be under <br />any obligation to appear in, prosecute or defend any legal action regarding the Act that is <br />unrelated to its specific obligations under this Agreement. <br /> <br />(b) No officer or employee of the Seller shall have any liability for the <br />representations, warranties, covenants, agreements or other obligations of the Seller hereunder or <br />in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which <br />recourse shall be had solely to the assets of the Seller. <br /> <br />10. The SelIer's Acknowledgment. The Seller hereby agrees and acknowledges <br />that the Purchaser intends to assign and grant a security interest in all or a portion of (a) its rights <br />hereunder and (b) the VLF Receivable, to the Trustee and each Credit Enhancer pursuant to the <br />Indenture. The Seller further agrees and acknowledges that the Trustee, the Noteholders, and <br /> <br />Taxable <br />DOCSSFU95397.1 <br /> <br />7 <br />