Assignor makes no representations or warranties of any kind with regard to this Assignment, except that Assignor represents that the 5% Percentage Interest is free from liens, claims and rights of any person or party, other than the security interest created by the Pledge Agreement and the Assignee, and the assignment thereof will not breach any rights of any person or party under any agreement, including but not limited to the Partnership Agreement or the Pledge Agreement, and that the assignment of the 5% Percentage Interest does not violate any law, rule or regulations to which the Partnership or Assignor is subject.