The Company represents and warrants to the Secured Party that (a) insofar as the Company obtained good title to the Collateral under the Purchase Agreement, the bill of sale and the other documents executed in connection therewith, the Company is the owner of the Collateral and that no other Person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral; and (b) upon the filing of UCC-1 financing statements in the appropriate filing offices, the Secured Party will have a perfected, first-priority security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing.