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, , i . i • (3) Disclosure Schedule means the attached Disclosure Schedule as amended from time to time with Secured Party's consent. (4) Event of Defau[t means any of the events listed in Section 6 of this Agreement. (5) Lien means any mortgage, pledge, lien, claim, charge, encumbrance, security interest, conditional-sale agreement, capital lease, or other title-retention agreement against or with respect to any of Deb[or's property or interest in property. (6) Material Adverse E, fj`'ect means a material adverse effect on (a) Debtor's financial condition, business, assets, or ability to pay the Obligations, or (b) Secured Party's rights in the Collateral or the priority of those rights. (7) Obligations means the Debtor's obligations under the construction contract with respect to which Secured Party would have the right to withhold retainage under the construcdon contract, and all of Debtor's obligations under this Agreement. (8) Person means any individual, sole proprietorship, partnership, joint venture, hvst, unincorporated organization, association, corporation, institu6on, entity, party, or government or political subdivision or agency of them. 1. 2 All terms in this Agreement that are not defined in it will, unless the context indicates otherwise, have the meanings provided for by the Code to the extent that those terms are defined in the Code: • SECTION 2. GRANT OF SECURITY As security for the full and pmmpt payment, in cash, and performance of all the Obligations, Debton c~reby grants to Secured Party a security interest in all of the Collateral. SECTION 3. PERFECTION OF SECURITY INTEREST; DUTY OF CARE Debtor will perform all steps requested by Secured Party to perfect, maintain, and protect Secured Party's secunty intcrest in the Collateral. Debtor and Secured Party will enter into an account control agreement with the account holder, in a form reasonabiy acceptable to Secured Party and pruviding sufficient control over the account as necessary to perfect priority of the security intcrest pursuant to ORS 79.1150 and 78.1060 over the interests all other Persons. Debtor agrxs to execute and file financing statements, and do whatever may be necessary under the applicable Uniform Commercial Code in the state where the Collateral is located, to perfoct and continue the Secured Party's interest in the Collateral, all at Debtor's expense. Secured Party has no duty of care with respect to the CollateraL SECTION 4. WARRANTIES AND REPRESENTATIONS Except as set forth on the Disclosure Schedule, Debtor warrants and represents as follows: 4.1 Debtor is a corporation duly organized, validly existing, and in good standing under the laws of the state of Oregon and is duly qualified as a foreign corporation and in good standing in each jurisdiction where such qualificadon is required, except when the failure to qualify would not reasonably be expected to have a Material Adverse Effect; • Security Agreement Page - 2