Each Assignor, individually and not jointly and severally: (a) represents and warrants that as of the Effective Date and the Closing Date (i) it is the sole legal and beneficial owner of, and has good title to, the Assigned Documents and the Assigned Interests thereunder, (ii) the Assigned Documents and the Assigned Interests thereunder are free and clear of any lien, encumbrance or other adverse claim (other than the liens being conveyed to Assignee pursuant hereto), (iii) it is legally authorized to enter into and perform this Assignment Agreement and (iv) neither Assignor nor any Person acting on its behalf has or will become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Assignment Agreement; and (b) (i) makes no other representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with the Assigned Documents and Assigned Interests or the execution, legality, validity, enforceability, genuineness, sufficiency or value of such documents and interests and (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of its obligations under the Assigned Documents.