The Lease, which is attached hereto as [Exhibit B], sets forth the complete understanding and agreement of Landlord and Assignor regarding the Premises;

Assignor. The Assignor represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents, # the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, # the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, # inspecting any of the property, books or records of the Company, or any guarantor, or # any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

[Assignor [is] [is not] a Defaulting Lender]

Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount equal to ​ representing the aggregate principal amount outstanding of the Loans owing to Assignor under the Credit Agreement and the other Loan Documents with respect to the Assigned Interests.

Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement.

Except as otherwise expressly or impliedly provided for herein, Assignor agrees that it, and its successors and assigns, shall not from the date hereof, manufacture, distribute or represent for sale or distribution any current or future coatings products that, by any reasonable measure, compete, directly or indirectly, with the Subject IP in the HVAC/R Market nor manufacture a coating with the identical formulation as the Subject IP. For purposes of clarity, Assignee acknowledges that the current formulations of coatings manufactured, distributed and represented for sale in non-HVAC/R applications, known as “ECT-1090, ECT-1091 and ECT-1590” are not the identical formulations as the Subject IP.

Indemnification by Assignor. Assignor shall indemnify Assignee and its Affiliates and their respective officers, directors, employees, agents, successors and assigns against, and shall hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Assignor Non-Compete. Upon fulfillment/satisfaction in full of Assignee’s obligations under [Section 1] of this Agreement and the full and complete disclosure by the Assignor of all information required to be disclosed by it under [Section 1] of this Agreement, Assignor shall refrain for a period of sixty (60) months from the date hereof, from practicing the Subject Patent, or manufacturing, distributing or representing for sale or distribution any products that, by any reasonable measure, compete, directly or indirectly, with the Subject Product. For removal of any doubt, products sold by Assignor in the Field, as defined hereinabove, will not be deemed in competition with the Subject Product while the License is in effect.

delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement and # the representations and warranties required to be made by it under the Indenture are true, correct and complete;

You are entitled to rely upon the representations, warranties and covenants of each of Assignor and Assignee contained in the Assignment and Acceptance.