Common use of Ownership of Property; Intellectual Property Clause in Contracts

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. (i) Such Borrower and each of its Subsidiaries has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries has received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit Party, the use of such Intellectual Property by any such Credit Party does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Each of the Borrower and each of its the Subsidiaries has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Propertyreal property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. (i) Such Each of the Borrower and each of its the Subsidiaries has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party of the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As Each of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries has received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its the Subsidiaries owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes (the "Intellectual PropertyINTELLECTUAL PROPERTY") necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, use could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party the Borrower know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit Partythe Borrower, the use of such Intellectual Property by any such Credit Party the Borrower and the Subsidiaries does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Mission Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Mission Entities are listed on Schedule 5.09. (i) Such Borrower and each of its Subsidiaries Each Mission Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Mission Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Mission Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Mission Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Mission Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Mission Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("“Intellectual Property"”) necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Mission Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyMission Entity, the use of such Intellectual Property by any such Credit Party Mission Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for --------------------- the conduct of its business as --------------------- currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Nexstar Entities are listed on Schedule 6.09. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("“Intellectual Property"”) necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Mission Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Credit Parties as of the Second Amendment Effective Date are listed on Schedule 5.09. The list of Real Properties owned and leased on Schedule 5.09 is a true, accurate and complete listing of all Real Property of the Credit Parties owned and/or leased by any Credit Party on the Second Amendment Effective Date. The list of repeaters, towers, transmitters and translators on Schedule 6.17(a) is a true, accurate and complete list of all repeaters, towers, transmitters and translators (other than any such equipment located on a motor vehicle which is subject to a Lien and security interest in favor of the Collateral Agent) owned and/or leased by any Credit Party on the Second Amendment Effective Date. (i) Such Borrower and each of its Subsidiaries Each Mission Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Mission Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Mission Entity has received any written notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Mission Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Mission Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Mission Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("“Intellectual Property"”) necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Mission Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyMission Entity, the use of such Intellectual Property by any such Credit Party Mission Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Nexstar Entities are listed on Schedule 6.09. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Credit Parties as of the Third Amendment Effective Date are listed on Schedule 5.09. The list of Real Properties owned and leased on Schedule 5.09 is a true, accurate and complete listing of all Real Property of the Credit Parties owned and/or leased by any Credit Party on the Third Amendment Effective Date. The list of repeaters, towers, transmitters and translators on Schedule 6.17(a) is a true, accurate and complete list of all repeaters, towers, transmitters and translators (other than any such equipment located on a motor vehicle which is subject to a Lien and security interest in favor of the Collateral Agent) owned and/or leased by any Credit Party on the Third Amendment Effective Date. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any written notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("“Intellectual Property"”) necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Mission Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Mission Entities are listed on Schedule 6.09. (i) Such Borrower and each of its Subsidiaries Each Mission Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Mission Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Mission Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Mission Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Mission Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Mission Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Mission Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyMission Entity, the use of such Intellectual Property by any such Credit Party Mission Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for the --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Mission Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. All Mortgaged Properties of the Mission Entities are listed on Schedule 6.09. (i) Such Borrower and each of its Subsidiaries Each Mission Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Mission Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Mission Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Mission Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Mission Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Mission Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("“Intellectual Property"”) necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Mission Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyMission Entity, the use of such Intellectual Property by any such Credit Party Mission Entity does not infringe on the rights of any Person.

Ownership of Property; Intellectual Property. (a) Such Borrower and each of its Subsidiaries Each Nexstar Entity has good record and indefeasible title in fee simple to, or a valid leasehold interest in, all its Real Property, and good title to, a valid leasehold interest in, or a valid right to use, all its other property and assets which are material to the operations of its businesses, in each case subject only to Permitted Liens. (i) Such Borrower and each of its Subsidiaries Each Nexstar Entity has complied with all obligations under all leases to which it is a party and all such leases are in full force and effect and (ii) each such Credit Party Nexstar Entity enjoys peaceful and undisturbed possession under all such leases under which it is a tenant, in each case except where the failure to comply or to enjoy such possession, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) As of the date of this Agreement, (i) neither such Borrower nor any of its Subsidiaries no Nexstar Entity has received any notice of, or nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any Real Property owned by such Credit Party Nexstar Entity or any sale or disposition thereof in lieu of condemnation and (ii) no such Credit Party Nexstar Entity is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Real Property or any interest therein. (d) Such Borrower and each of its Subsidiaries Each Nexstar Entity owns, or otherwise has the right to use, all trademarks, tradenames, copyrights, technology, know-how and processes ("Intellectual Property") necessary for --------------------- the conduct of its business as currently conducted except for those which the failure to own or have the right to use, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any such Credit Party Nexstar Entity know of any valid basis for any such claim. Except for such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each such Credit PartyNexstar Entity, the use of such Intellectual Property by any such Credit Party Nexstar Entity does not infringe on the rights of any Person.