Assignor. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][the relevant] Assigned Interest, # [the][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 Assignment and Assumption 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 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.

Assignee: ​ [and is [a Bank] [a Bank Affiliate of [identify Bank]1]]

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;

Assignor and Assignee acknowledge and agree that notwithstanding the assignment provided for herein, Assignor shall not be released from any of its obligations under the Lease.

Section # Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as a Holder under the Indenture (including Liabilities owing to or by Assignor thereunder), in each case to the extent related to the amounts identified above (the “Assigned Interest”).

Assignor agrees that within 30 days from the date hereof, Assignor will, at the facilities of Assignor, provide a maximum of 5 business days of training to the designees of the Assignee, so that the designees of the Assignee become familiar with and learn the methods and protocols used to manufacture and create the Subject IP, and more particularly, the manufacture and creation of the Infiniguard finished product . In the event that the Assignee requests additional days of training at the facilities of Assignor, the Assignee will pay to Assignor an amount not to exceed $1,000 per 8 hour day, pro-rated at $125 per hour of training.

There are no defaults by Assignor; and, to the best of Assignor’s knowledge, there are no defaults by Landlord under the Lease, and no event has occurred and no condition exists which, with the giving of notice or passage of time, would constitute a default under the Lease by Landlord or Assignor; and

Section # Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in Section 3 required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

Witnesses: Assignor: ​

Income Tax Withholding. Assignor will pay any and all taxes levied on account of any payments made to it under this Agreement. If any taxes are required by law to be withheld by Assignee or an Affiliated Licensee from any payment made to Assignor under this Agreement, Assignee or such Affiliated Licensee shall notify Assignor in writing giving details