The Borrower and the Restricted Subsidiaries each have good and valid title to, or valid leasehold interest in, all material Property owned by it, and all such assets and Property are subject to no Liens other than Permitted Encumbrances and other Liens permitted under Section 8.03.  The Borrower and each of the Restricted Subsidiaries have good record and marketable title to, or valid leasehold interests in, its owned or leased Mortgaged Real Property.  Except as would not reasonably be expected to have a Material Adverse Effect, neither the business nor the properties of any Loan Party is affected by any Force Majeure Event.