Mutual Representations and Warranties. Assignee represents and warrants to Assignor that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

Mutual Representations and Warranties. AssigneeWarranties of Assignor. The Assignor hereby represents and warrants to Assignor that: #the Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.as follows

Mutual Representations and Warranties. AssigneeWarranties of Assignor. Assignor represents and warrants to AssignorAssignee that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

Mutual Representations and Warranties. AssigneeEach Party represents and warrants to Assignorthe other that: # Assigneeit is duly authorizedorganized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation, organization, or chartering, and has the full power and authority to execute and deliverenter into this Agreement and to perform Assignee’s obligations hereunder; andits obligations; # the execution of this Agreement by such Party’s Representative whose signature is legallyset forth at the end hereof has been duly authorized by all necessary organizational action of such Party; # when executed and delivered by such Party, this Agreement constitutes the legal, valid, and binding upon Assignee,obligation of such Party, enforceable against such Party in accordance with its terms,terms; and # the execution, delivery, and performance of this Agreement by such Party does not violate, conflict withwith, require consent under, or result in any agreement, instrumentbreach of or understanding, oraldefault under # any applicable Law or written,# the provisions of any contract, instrument, or understanding to which Assigneeit is a party or by which Assignee may beit is bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.