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132813404v2 2 with a statement signed by all persons who have or claim an interest in the real estate concerned, which statement shall provide that the signer consents to the security interest created hereby and disclaims any interest in the Collateral as fixtures. 4. Except as set forth on Exhibit A attached hereto, the Debtor is the owner of the Collateral, free and clear of all liens, security interests or encumbrances, and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. 5. The Debtor will keep the Collateral in good order and repair, and will not waste or destroy the Collateral and will not sell or offer to sell or otherwise transfer (except for the sale of worn, obsolete or surplus assets or except as permitted in the Loan Agreement) or encumber the Collateral without the prior written consent of the Secured Party; except for: (a) Liens in favor of the Secured Party; (b) Liens existing on the date of this Agreement and disclosed on Exhibit A attached hereto; (c) Liens securing purchase money indebtedness incurred for the replacement of Debtor's computers; (d) Deposits or pledges to secure payment of workers' compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of the Debtor; (e) Liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payments therefor shall not at the time be required to be made; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, for sums not due or to the extent that payment therefor shall not at the time be required to be made; and (g) Deposits to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business. 6. Except as shown on Exhibit A, no financing statement covering the Collateral is on file in any public office other than the financing statements filed by or at the direction of the Secured Party and at the request of the Secured Party, the Debtor hereby authorizes the Secured Party to file one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to the Secured Party for filing in all public offices wherever filing is deemed necessary or desirable by the Secured Party. 7. The Debtor will keep the Collateral insured at all times against loss by fire and other hazards concerning which, in the commercially reasonable judgment of the Secured Party, insurance protection is necessary, in a company or companies satisfactory to the Secured Party and in amounts sufficient to protect the Secured Party against loss or damage to the