Borrower has good, marketable, indefeasible and insurable fee simple title to the real property rights comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. TRS Entity has good, marketable and indefeasible leasehold title to the Property pursuant to the TRS Lease, free and clear of all Liens whatsoever, except the Permitted Encumbrances. Borrower or where applicable, TRS Entity, has the right and is lawfully authorized to sell, convey or encumber the Property subject only to the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected lien on Borrower’s and TRS Entity’s right, title and interest to the Property, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances. There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Security Instrument. The Property is free from all due and unpaid Taxes and Other Charges. None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Security Instrument and this Agreement, materially and adversely affect the value of the Property, impair the use or operations of the Property or impair Borrower’s ability to pay its obligations in a timely manner.