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A. All representations, warranties, and covenants contained in this Agreement or made <br />in writing by or on behalf of Grantee in connection with the transactions contemplated by <br />this Agreement will survive the execution and delivery of this Agreement, and the exercise <br />of any rights or remedies by Authority. All statements contained in any certificate or other <br />instrument delivered by or on behalf of Grantee pursuant to such certificate or other <br />instrument, or in connection with the transactions contemplated by this Agreement will <br />constitute representations and warranties by Grantee. <br />B. This Agreement will be binding upon and inure to the benefit of the successors and <br />assigns of the parties to this Agreement, except that Grantee's rights under this Agreement <br />are not assignable without the prior written consent of Authority, which will not be <br />unreasonably withheld. Without limiting the discretion otherwise afforded the Authority <br />in granting or withholding its consent to such an assignment, the parties agree that such <br />consent may be withheld in regard to any such assignment which Authority finds to be <br />inconsistent with the purposes for which the Funds which are the subject of this Agreement <br />was made. <br />C. If any provision of this Agreement is held unlawful or unenforceable in any respect, <br />such illegality or unenforceability will not affect any other provisions of this Agreement, <br />and this Agreement will be construed as if the unlawful or unenforceable provisions had <br />never been contained in this Agreement. <br />D. It is agreed that nothing contained in this Agreement is intended or should be <br />construed as creating the relationship of agents, partners, joint venturers, or associates <br />between the Parties or as constituting the Grantee as the employee of the Authority for any <br />purpose or in any manner whatsoever. The Grantee is an independent contractor and <br />neither it, its employees, agents nor representatives are employees of the Authority. <br />[Signature Pages Follow] <br />10 <br />