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2 <br />4894-0244-9308.3 <br />3. The Collateral shall not be attached to real estate (except for any Collateral that is attached <br />to real estate on the date hereof) without the Secured Party's prior written consent. If any <br />of the Collateral is or is to become a fixture, the Debtor agrees to furnish the Secured Party <br />with a statement signed by all persons who have or claim an interest in the real estate <br />concerned, which statement shall provide that the signer consents to the security interest <br />created hereby and disclaims any interest in the Collateral as fixtures. <br />4. Except as set forth on Exhibit A attached hereto, the Debtor is the owner of the Collateral, <br />free and clear of all liens, security interests or encumbrances, and the Debtor will defend <br />the Collateral against all claims and demands of all persons at any time claiming the same <br />or any interest therein. <br />5. The Debtor will keep the Collateral in good order and repair, and will not waste or destroy <br />the Collateral and will not sell or offer to sell or otherwise transfer (except for the sale of <br />worn, obsolete or surplus assets or except as permitted in the Loan Agreement) or <br />encumber the Collateral without the prior written consent of the Secured Party; except for: <br />(a) Liens in favor of the Secured Party; <br />(b) Liens existing on the date of this Agreement and disclosed on Exhibit A attached <br />hereto; <br />(c) Liens securing purchase money indebtedness incurred for the replacement of <br />Debtor's computers; <br />(d) Deposits or pledges to secure payment of workers' compensation, unemployment <br />insurance, old age pensions or other social security obligations, in the ordinary <br />course of business of the Debtor; <br />(e) Liens for taxes, fees, assessments and governmental charges not delinquent or to <br />the extent that payments therefor shall not at the time be required to be made; <br />(f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens <br />arising in the ordinary course of business, for sums not due or to the extent that <br />payment therefor shall not at the time be required to be made; and <br />(g) Deposits to secure the performance of bids, trade contracts, leases, statutory <br />obligations and other obligations of a like nature incurred in the ordinary course of <br />business. <br />6. Except as shown on Exhibit A, no financing statement covering the Collateral is on file in <br />any public office other than the financing statements filed by or at the direction of the <br />Secured Party and at the request of the Secured Party, the Debtor hereby authorizes the <br />Secured Party to file one or more financing statements pursuant to the Uniform <br />Commercial Code in form satisfactory to the Secured Party for filing in all public offices <br />wherever filing is deemed necessary or desirable by the Secured Party.