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 and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # 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 or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor. KeyBank # represents and warrants that # it is the legal and beneficial owner of the relevant Assigned Interest, # such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby, and # it is not a Defaulting Lender; and # assumes no responsibility with respect to # 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 or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or # the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

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.

Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee as follows

Licenses Under Other Assignor Technology. The parties acknowledge that Assignee has in the past obtained a license from [[Ms Charpentier:Person]] and may, in the future, wish to obtain from Assignor licenses or assignments of Assignor’s interest in […​…] (“Other Assignor Technology”). The parties also acknowledge that Assignor is not under any obligation to grant licenses or any other right, title or interest in or to Other Assignor Technology to Assignee but shall consider any request from Assignee to obtain a license or assignment on a case by case basis, in its absolute discretion. Assignee and Assignor hereby agree that in the event that Assignee or its Licensees develops or commercializes any Product that is also covered by the Other Assignor Technology licensed or assigned by Assignor or any of [[Ms Charpentier:Person]], [[Ms Fonfara:Person]] or Vienna directly to Assignee under a separate license agreement (an “Other License Agreement”):

Upon delivery in executed form by Assignor to Assignee, this Agreement shall have been duly executed and delivered by Assignor and have become the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms;

In complete redemption of Assignee’s shares in Assignor, Assignor hereby assigns, transfers and distributes to Assignee its rights, title and interest in the Assigned Interests; which Assigned Interests are currently owned by Assignor.

To the best knowledge of Assignor, there is no action, litigation, investigation, condemnation or proceeding of any kind pending against the Assignor or the Assets;