Seller has good and marketable title to the Notes, free and clear of all liens, restrictions, pledges and encumbrances of any kind. Seller is not an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”) and has not been an "Affiliate" for at least Ninety (90) calendar days prior to the execution of this Agreement.