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10. Limitation on Liabili <br />(a) The Seller and any officer or employee or agent of the Seller may rely in good <br />faith on the advice of counsel or 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 />(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 />11. The Seller'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 Proposition lA Receivable, to the Trustee and each Credit Enhancer <br />pursuant to the Indenture. The Seller further agrees and acknowledges that the Trustee, the <br />holders of the Bonds, and each Credit Enhancer have relied and shall continue to rely upon each <br />of the foregoing representations, warranties and covenants, and further agrees that such Persons <br />are entitled so to rely thereon. Each of the above representations, warranties and covenants shall <br />survive any assignment and grant of a security interest in all or a portion of this Agreement or the <br />Proposition 1 A Receivable to the Trustee and each Credit Enhancer and shall continue in full <br />force and effect, notwithstanding any subsequent termination of this Agreement and the other <br />Transaction Documents. The above representations, warranties and covenants shall inure to the <br />benefit of the Trustee and each Credit Enhancer. <br />12. Notices. All demands upon or, notices and communications to, the Seller, the <br />Purchaser, the Trustee or the Rating Agencies under this Agreement shall be in writing, <br />personally delivered or mailed by certified mail, return receipt requested, to such party at the <br />appropriate notice address, and shall be deemed to have been duly given upon receipt. <br />13. Amendments. This Agreement may be amended by the Seller and the <br />Purchaser, with (a) the consent of the Trustee, (b) the consent of each Credit Enhancer, and (c) a <br />Rating Agency Confirmation, but without the consent of any of the holders of the Bonds, for the <br />purpose of adding any provisions to or changing in any manner or eliminating any of the <br />provisions of this Agreement. <br />Promptly after the execution of any such amendment, the Purchaser shall furnish <br />written notification of the substance of such amendment to the Trustee and to the Rating <br />Agencies. <br />14. Successors and Assigns. This Agreement shall be binding upon and inure to <br />the benefit of the Seller, the Purchaser and their respective successors and permitted assigns. <br />The Seller may not assign or transfer any of its rights or obligations under this Agreement <br />without the prior written consent of the Purchaser. Except as specified herein, the Purchaser may <br />not assign or transfer any of its rights or obligations under this Agreement without the prior <br />written consent of the Seller. <br />10 <br />55A-18 <br />