Common use of No Recourse or Warranties; Defaulting Creditors Clause in Contracts

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured Parties, except that Senior Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations. (c) The obligations of Senior Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not joint. If a Senior Lien Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Obligations. A Senior Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Claimholders will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties Claimholders are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase First Lien Obligations under this Article 8 section 5 will be without recourse and without any representation or warranty whatsoever of any kind by the Senior First Lien Secured PartiesClaimholders, except that Senior First Lien Secured Parties Claimholders (other than the First Lien Agents or the First Lien Authorized Persons) represent and warrant that on the Purchase Date, immediately before giving effect to the purchase: (i) the principal of and accrued and unpaid interest on the Purchase Obligations, and the Senior fees and expenses thereof, are as stated in the Assignment Agreements, (ii) First Lien Secured Parties Claimholders own the Purchase Obligations free and clear of all Liens any Liens, and (other than participation interests not prohibited by any Senior iii) each First Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have Claimholder has the right to convey whatever claims and interests they may have in respect of the assign its Purchase Obligations. (c) The obligations of Senior First Lien Secured Parties Claimholders to sell their respective Purchase Obligations under this Article 8 section 5 are several and not jointjoint and several. If a Senior First Lien Secured Party Claimholder (a “Defaulting Creditor”) breaches its obligations obligation to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”)section 5, no other Senior First Lien Secured Party Claimholder will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Claimholder that complies with this Article 8 section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph subsection (c) will affect require the Purchasing Creditors’ obligation Creditors to purchase less than all of the Purchase Obligations. Each Credit Party . (d) Terran PubCo irrevocably consents consents, and will use its best efforts to obtain any necessary consent of each other Grantor, to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8section 5.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior First Lien Secured Parties, except that Senior the First Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior First Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior the applicable First Lien Credit AgreementDebt Facility, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by any such participation interestinterests) and have the right to convey whatever the claims and interests they may own and have in respect of the Purchase Obligations. (c) The obligations of Senior First Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not jointjoint and several. If a Senior First Lien Secured Party breaches its obligations to sell its it Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior First Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior applicable Second Lien ObligationsSecured parties. A Senior First Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) . The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured Parties, except that Senior Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations. (c) . The obligations of Senior Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not joint. If a Senior Lien Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Obligations. A Senior Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Creditors will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties Creditors are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever by the Senior First Lien Secured PartiesCreditors, except that Senior the First Lien Secured Parties Creditors shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, (i) the Senior First Lien Secured Parties Creditors own the Purchase Obligations free and clear of all Liens Liens, (other than participation interests not prohibited ii) the principal of and accrued and unpaid interest on the First Lien Obligations, and the fees and expenses thereof, are as stated in the assignment agreement and (iii) each First Lien Creditor has the full right and power to assign its First Lien Obligations and such assignment has been duly authorized by any Senior all necessary corporate action by such First Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase ObligationsCreditor. (c) The obligations of Senior the First Lien Secured Parties Creditors to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior First Lien Secured Party Creditor breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 5 (a “Defaulting Creditor”), no other Senior First Lien Secured Party Creditor will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Creditor that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. . (d) Each Credit Party irrevocably Obligor hereby consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8Section 5.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured Parties, except that Senior Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations. (c) The obligations of Senior Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not joint. If a Senior Lien Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Obligations. A Senior Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.. US-DOCS\79710835.5 Senior Junior Intercreditor Agreement

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties ABL Creditors will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties ABL Creditors are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured PartiesABL Creditors, except that Senior Lien Secured Parties the ABL Creditors shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties ABL Creditors own and have the requisite power and corporate, company or similar authority to sell the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase ObligationsLiens. (c) The obligations of Senior Lien Secured Parties the ABL Creditors to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior Lien Secured Party an ABL Creditor breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 5 (a “Defaulting Creditor”), no other Senior Lien Secured Party ABL Creditor will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Term Loan Obligations. A Senior Lien Secured Party An ABL Creditor that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph subsection (c) will affect the Purchasing CreditorsPurchasers’ obligation to purchase all of the Purchase Obligations. Obligations (other than the Purchase Obligations of a Defaulting Creditor who fails to cure such default within 180 days). (d) Each Credit Party irrevocably Obligor hereby consents to any assignment effected to one or more Purchasing Creditors Purchasers pursuant to this Article 8Section 5.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Claimholders will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties Claimholders are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase First Lien Obligations under this Article 8 Section 6 will be without recourse and without any representation or warranty whatsoever of any kind by the Senior First Lien Secured PartiesClaimholders, except that Senior First Lien Secured Parties Claimholders represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior , (1) First Lien Secured Parties Claimholders own the Purchase First Lien Obligations free and clear of all any Liens (other than participation interests not prohibited by any Senior the First Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interestinterests), (2) each First Lien Claimholder is duly organized and have has the full right and power to convey whatever claims assign its First Lien Obligations and interests they may have such assignment has been duly authorized by all necessary corporate action by such First Lien Claimholder, and (3) the principal of and accrued and unpaid interest on the First Lien Obligations, and the fees and expenses and other amounts thereof, are as stated in respect of the Purchase ObligationsAssignment Agreement. (c) The obligations of Senior First Lien Secured Parties Claimholders to sell their respective Purchase Obligations under this Article 8 Section 6 are several and not jointjoint and several. If a Senior First Lien Secured Party Claimholder (a "Defaulting Creditor") breaches its obligations obligation to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”)Section 6, no other Senior First Lien Secured Party Claimholder will be obligated to purchase the Defaulting Creditor’s 's Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Claimholder that complies with this Article 8 Section 6 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect require the Purchasing Creditors’ obligation Creditors to purchase less than all of the Purchase Obligations. Each Credit Party . (d) Borrower irrevocably consents consents, and will use its best efforts to obtain any necessary consent of each other Grantor, to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8Section 6.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior First Lien Secured Parties, except that Senior First Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior First Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior First Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations. (c) The obligations of Senior First Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not joint. If a Senior First Lien Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior First Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Creditors will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties Creditors are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever by the Senior First Lien Secured PartiesCreditors, except that Senior the First Lien Secured Parties Creditors shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, (i) the Senior First Lien Secured Parties Creditors own the Purchase Obligations free and clear of all Liens Liens, (other than participation interests not prohibited ii) the principal of and accrued and unpaid interest on the First Lien Obligations, and the fees and expenses thereof, are as stated in the assignment agreement and (iii) each First Lien Creditor has the full right and power to assign its First Lien Obligations and such assignment has been duly authorized by any Senior all necessary corporate action by such First Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations. (c) Creditor. The obligations of Senior the First Lien Secured Parties Creditors to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior First Lien Secured Party Creditor breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 5 (a “Defaulting Creditor”), no other Senior First Lien Secured Party Creditor will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Creditor that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect the Purchasing Creditors’ Second Lien Creditor’s obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Credit Facility Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Credit Facility Secured Parties are notified by any party other than the Indenture Agent or a Purchasing Creditor that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations First Priority Claims under this Article 8 IX will be without recourse and without any representation or warranty whatsoever by the Senior Lien Credit Facility Secured Parties, except that Senior Lien the Credit Facility Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, (1) the Senior Lien principal of and accrued and unpaid interest on the First Priority Claims, and the fees and expenses thereof, are as stated in the Assignment and Acceptance and the Credit Facility Secured Parties own the Purchase Obligations First Priority Claims free and clear of all Liens or encumbrances (other than participation interests not prohibited by any Senior Lien the Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest), and (2) and the Credit Facility Secured Parties have the full right and power to convey whatever claims and interests they may have in respect of the Purchase ObligationsFirst Priority Claims and such conveyance was duly authorized by all necessary corporate action. (c) The obligations of Senior Lien the Credit Facility Secured Parties to sell their respective Purchase Obligations First Priority Claims under this Article 8 IX are several and not jointjoint and several. If a Senior Lien Credit Facility Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”)) breaches its obligation to sell its First Priority Claims under this Article IX, no other Senior Lien Credit Facility Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations First Priority Claims for resale to the holders of the Junior Lien Indenture Obligations. A Senior Lien Credit Facility Secured Party that complies with this Article 8 IX will not be in default of this Intercreditor Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect require the Purchasing Creditors’ obligation Creditors to purchase less than all of the Purchase Obligations. First Priority Claims. (d) Each Credit Party Borrower and AGI irrevocably consents consent, and will use their best efforts to obtain any necessary consent of each other Grantor, to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8IX.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties Lenders will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties Lenders are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured PartiesLenders, except that the Senior Lien Secured Parties Lenders shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties Lenders own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase ObligationsLiens. (c) The obligations of the Senior Lien Secured Parties Lenders to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior Lien Secured Party Lender breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 5 (a “"Defaulting Creditor”"), no other Senior Lien Secured Party Lender will be obligated to purchase the Defaulting Creditor’s 's Purchase Obligations for resale to the holders of the Junior Lien ObligationsSubordinated Lenders. A Senior Lien Secured Party Lender that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. . (d) Each Credit Party irrevocably hereby consents to any assignment effected to one or more Purchasing Creditors Lenders pursuant to this Article 8Section 5.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Creditors will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior First Lien Secured Parties Creditors are notified that any such statement, representation representation, or warranty is not or may not be true. (b) The purchase and sale of the Purchase Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever by the Senior First Lien Secured PartiesCreditors, except that Senior the First Lien Secured Parties Creditors shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior First Lien Secured Parties Creditors own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase ObligationsLiens. (c) The obligations of Senior the First Lien Secured Parties Creditors to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior First Lien Secured Party Creditor breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 5 (a “Defaulting Creditor”), no other Senior First Lien Secured Party Creditor will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Creditor that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. . (d) Each Credit Party irrevocably Obligor hereby consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8Section 5.

No Recourse or Warranties; Defaulting Creditors. (a) The Senior First Lien Secured Parties Nexstar Claimholders and First Lien Mission Claimholders will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true. (b) The purchase and sale of the Purchase First Lien Nexstar Obligations under this Article 8 Section 5 will be without recourse and without any representation or warranty whatsoever of any kind by the Senior First Lien Secured PartiesNexstar Claimholders, except that Senior each First Lien Secured Parties represent Nexstar Claimholders represents and warrant warrants, as to itself and not as to any other First Lien Nexstar Claimholder, that on the Purchase Date, immediately before giving effect to the purchase, (1) the principal of and accrued and unpaid interest on the First Lien Nexstar Obligations owed to such First Lien Nexstar Claimholder, and the Senior fees and expenses thereof, are as stated in the applicable Assignment and Assumption, (2) such First Lien Secured Parties own the Purchase Nexstar Claimholder owns such First Lien Nexstar Obligations owed to it free and clear of all any Liens (other than participation interests not prohibited by any Senior the First Lien Nexstar Credit AgreementAgreements), in which case and (3) such First Lien Nexstar Claimholder has the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented full right and power to assign its First Lien Nexstar Obligations and such assignment has been duly authorized by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligationsall necessary corporate action by such First Lien Nexstar Claimholder. (c) The purchase and sale of the First Lien Mission Obligations under this Section 5 will be without recourse and without representation or warranty of any kind by First Lien Mission Claimholders, except that each First Lien Mission Claimholder represents and warrants, as to itself and not as to any other First Lien Mission Claimholder, that on the Purchase Date, immediately before giving effect to the purchase, (1) the principal of and accrued and unpaid interest on the First Lien Mission Obligations owed to such First Lien Mission Claimholder, and the fees and expenses thereof, are as stated in the applicable Assignment and Assumption, (2) such First Lien Mission Claimholder owns such First Lien Mission Obligations owed to it free and clear of any Liens (other than participation interests not prohibited by the First Lien Mission Credit Agreements), and (3) such First Lien Mission Claimholder has the full right and power to assign its First Lien Mission Obligations and such assignment has been duly authorized by all necessary corporate action by such First Lien Mission Claimholder. (d) The obligations of Senior First Lien Secured Parties Nexstar Claimholders and First Lien Mission Claimholders to sell their respective Purchase Obligations under this Article 8 Section 5 are several and not jointjoint and several. If a Senior First Lien Secured Party Nexstar Claimholder or a First Lien Mission Claimholder (a “Defaulting Creditor”) breaches its obligations obligation to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”)Section 5, no other Senior First Lien Secured Party Nexstar Claimholder or First Lien Mission Claimholder will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Second Lien Obligations. A Senior First Lien Secured Party Nexstar Claimholder and a First Lien Mission Claimholder that complies with this Article 8 Section 5 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph Section 5.6(d) will affect require the Purchasing Creditors’ obligation Creditors to purchase less than all of the Purchase Obligations. Each Credit Party . (e) Nexstar, Ultimate Parent, Nexstar Finance Holdings, Mission and Xxxxx irrevocably consents consent, and will use their best efforts to obtain any necessary consent of each other Grantor, to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8Section 5.

No Recourse or Warranties; Defaulting Creditors. (a1) The Senior Lien Secured Parties Creditors will be entitled to rely on the statements, representations representations, and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties Creditors are notified that any such statement, representation representation, or warranty is not or may not be true. (b2) The purchase and sale of the Purchase Obligations under this Article 8 Section 17 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured PartiesCreditors, except that the Senior Lien Secured Parties Creditors shall represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties Creditors own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase ObligationsLiens. (c3) The obligations of the Senior Lien Secured Parties Creditors to sell their respective Purchase Obligations under this Article 8 Section 17 are several and not jointjoint and several. If a Senior Lien Secured Party Creditor breaches its obligations obligation to sell its Purchase Obligations under this Article 8 Section 17 (a “Defaulting Creditor”), no other Senior Lien Secured Party Creditor will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Subordinated Obligations. A Senior Lien Secured Party Creditor that complies with this Article 8 Section 17 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; , provided that nothing in this paragraph subsection (c) will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. . (4) Each Credit Party irrevocably Obligor hereby consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8Section 17.