Each Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Collective Properties owned by such Borrower and good title to the balance of the Collective Properties owned by it, in each case, free and clear of all Liens whatsoever except the Permitted Encumbrances. Each Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, the DACA and the Cash Management Agreement, will create (a) a valid, first priority, perfected lien on real property comprising part of the Collective Properties owned by such Borrower, subject only to Permitted Encumbrances and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases) owned by such Borrower, all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances. To Borrower’s Knowledge, there are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting any of the Collective Properties which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, or impair such Borrower’s ability to pay its obligations in a timely manner.