Debtor will maintain good and indefeasible title to the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for Permitted Encumbrances.  Debtor will cause any financing statement or other security instrument with respect to the Collateral to be terminated, except for Permitted Encumbrances and the filing of Debtor as buyer against a Seller as seller.  Debtor will defend at its expense Lender’s right, title and security interest in and to the Collateral against the claims of any third party.