Borrower represents and warrants that Borrower lawfully holds and possesses (a) a valid fee simple interest in the Real Property, as designated on Exhibit A , and the fixtures located thereon and (b) fee simple title to the Subject Property that is not the Real Property or fixtures on the Real Property, without limitation on the right to encumber, and that this Deed of Trust is a first and prior lien on the Subject Property, subject only to the Permitted Liens. Neither Borrower, nor any Affiliate of Borrower, has any interest in any real property, not encumbered hereby, which is utilized in any material manner in connection with the use or operation of the Subject Property or which is necessary and required for the use and operation of the Subject Property.