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No Additional Warranties or Representations

SECTION # Representations and Warranties; Additional Agreements.

Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Commercializing Party and its Affiliates, and each of Commercializing Party’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Commercializing Party Indemnified Party”) from and against all Losses arising out of or resulting from any Indemnified Claim relating to: # any breach by Licensor of any representation, warranty, covenant, or obligation under this Agreement; or # the gross negligence or willful misconduct, or any failure to comply with applicable Law, of any employee, agent, or independent contractor of Licensor or any of its subcontractors in connection with this Agreement, except in each case to the extent any such Losses are covered by Commercializing Party’s indemnification obligations under Section 8.1.

Consent of Licensor. Licensor hereby consents to the Assignment, and, with effect from the Effective Date, Licensor also undertakes to perform the Existing Agreement and to be bound by its terms in every way as if New Licensee were a party to the Existing Agreement in lieu of Former Licensee.

Additional Representations and Warranties of Commercializing Party. Commercializing Party represents and warrants to Licensor that, as of the Effective Date, Commercializing Party has not received notice of, nor is subject to, any adverse inspection, investigation, penalty, or other compliance or enforcement action that could reasonably be expected to have a material adverse effect on the Commercialization of the Products or other performance of its obligations under this Agreement.

Section #. Additional Representations and Warranties of the Master Servicer

Survival of Warranties and Representations: The parties agree that all warranties and representations of the parties survive for an additional three years after the termination of this Agreement by both parties.

provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require;

Survival. Expiration or termination of this Agreement will not relieve the Parties of any obligations accruing before the effective date of expiration or termination. The rights and obligations of the Parties set forth in Section 1 (Definitions; Construction), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality; Publicity), Section 7.1 (Mutual Representations and Warranties), Section 7.2 (Additional Representations and Warranties of Licensor), Section 8 (Indemnification), Section 9.6 (Effect of Termination), Section 10 (Dispute Resolution), and Section 12 (Miscellaneous), and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive expiration or termination of this Agreement, will survive any such expiration or termination.

6.2Disclaimers. Except as otherwise expressly set forth in this Agreement, Licensor, its directors, officers, employees, agents and affiliates make no representations and extend no warranties of any kind, either express or implied. In particular, and without limitation, nothing in this Agreement shall be construed as: