No Borrower owns any property other than (i) the rights under the agreements described in Section 4.5(a) and (ii) the Retail Inventory and/or Other Assets purchased pursuant to a Purchase Agreement or an Agency Agreement under clauses thereof that may permit a Borrower to retain any unsold Retail Inventory or other property of a Merchant at the conclusion of any Liquidation Sale, if any. Each applicable Borrower has good and marketable title to such property, and none of such property is subject to any Liens other than Permitted Encumbrances. Each Borrower has disclosed in writing to Lender the Lenders any Retail Inventory, Other Assets, or other Collateral that is known by such Borrower subject to a retention of title claim. In addition, there are no facts, circumstances or conditions known to any Borrower that may result in any Liens other than those in favor of Lender the Lenders pursuant to the Loan Documents or Liens in relation to retention of title claims disclosed to Lender the Lenders in writing. Lender’s the Lenders’ Liens against the Collateral are validly created, perfected, and first priority Liens, subject only to Permitted Encumbrances.