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~'~ ~ ~ • 4. 2 This Agreement is the legai, valid, and binding obligation of Debtor enforceable against Debtor in accordance with its terms; 4.3 Debtor is not and has not during the preceding five years been known as or used any other corporate or fictitious name; and 4. 4 Debtor has good, indefeasible, and merchantable title to and ownership of the Collateral, free and cleaz of all Liens. SECTION 5. COVENANTS Undl the Obligations aze fully paid (in cash), performed, and satisfied and this Agreement is terminated, Debtor covenants that, at its expense, it will: 5.1 Maintain the value of all Collateral in an amount equal to not less than the amount of retainage that, but for this Agreement, Secured Party would be entitled to withhold under the construction contract; 5. 2 At Secured Party's request, Debtor will execute and deliver all instruments ~ necessary for Secured Party to obtain information concerning the Collateral from the account holder or others having custody of or maintaining records of Debtor relating to the Collateral; 5. 3 Not sell or otherwise transfer or dispose of any interest in the Collateral without the written consent of Secured Party. . 5. 4 Maintain Debtor's corporate eacistence and maintain its qualificadon and good standing in all jurisdictions in which such qualification and good standing are required, except in those jurisdicrions where the failure to qualify and be in good standing will not have a Material Adverse Effect; and 5. 5 Keep the Collateral free and clear of all Liens and pay when due all taxes, assessments, and governmental or other charges levied, assessed, or imposed on or with respect to the Collateral or any part of it. ~ SECTION 6. EVENTS OF DEFAULT 6.1 Each of the following events, whether or not caused by or within the control of Debtor, will constitute an Event of Default under this Agreement: (1) Debtor fails to pay or perform when due any of the Obligations; (2) Debtor commits any breach of any of its obligadons under this Agreement; (3) Any representation or wamanty made by Debtor in this Agreement is, or becomes, untrue or misleading in any material respect; (4) Debtor fails to pay, becomes insolvent or unable to pay, or admits in writing its inability to pay, its debts as they become due, calls a meeting of creditors for the composition of debts, or makes any assignment for the benefit of creditors; • Security Agreement Page - 3