(a) The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Lien upon (including the filing of any financing statement) or with respect to, the Collateral, or assign any right to receive income with respect thereto other than the creation of the interests therein in favor of the Collateral Agent provided for in any Loan Document, and the Borrower will defend the right, title and interest of the Collateral Agent in, to and under any of the foregoing property, against all claims of third parties.