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<br /> pany Guaranty" ) , and (g) the unconditional guaranty of the pay-
<br /> ment of the Bond by Mr . and Mrs . Jerome J. Richardson pursuant to
<br /> the Guaranty Agreement, of even date herewith ( the "Personal
<br /> Guaranty" )
<br /> and
<br /> WHEREAS, the Company is indebted to the Secured Party in the
<br /> sum of $1, 500,000 for money loaned, as evidenced by, and payable
<br /> as provided in, the Note, with interest payable as and at the
<br /> rates specified therein, with the last payment of principal and
<br /> interest being due and payable on July 1, 1996; and
<br /> WHEREAS, the Company desires to secure ( i) the payment of
<br /> the principal of the Note together with interest and premium, if
<br /> any, thereon, ( ii) the payment of any and all other indebtedness
<br /> which this Security Agreement by its terms secures, and ( iii) the
<br /> performance of the covenants and agreements contained in this
<br /> Security Agreement, the Loan Agreement, the Note, the Deed of
<br /> Trust, and the Bond Purchase Agreement and any amendments and
<br /> supplements thereto;
<br /> NOW, THEREFORE, the Company, subject to Permitted Encumbran-
<br /> ces (as defined in the Loan Agreement) , as additional security
<br /> for the Note, and in further consideration of the sum of $1 .00
<br /> paid to the Company by the Secured Party, receipt and sufficiency
<br /> of which are hereby acknowledged, hereby grants and assigns to
<br /> the Secured Party, its successors and any subsequent Holder, for-
<br /> ever, a security interest in the following property (collective-
<br /> ly, the "Collateral" ) :
<br /> ( i) all tangible personal property including, without
<br /> limitation, machinery, equipment and fixtures, whether now
<br /> owned or hereafter acquired, located or to be located on or
<br /> about the premises described in Schedule I hereto (the "Pro-
<br /> ject Site" ) , including, but not limited to, all substitutes,
<br /> renewals or replacements of, and additions, modifications,
<br /> improvements, accumulations and accessions to, such property
<br /> or any portion thereof, whether pursuant to Section 6.1 of
<br /> the Loan Agreement or otherwise, less all removals therefrom
<br /> effected in accordance with Section 3 hereof, and excluding
<br /> only buses, motor coaches, automobiles, trucks, tractor-
<br /> trailers and other titled vehicles; and
<br /> ( ii) the proceeds of any insurance and any property
<br /> covered by clause (i) above which may be sold or otherwise
<br /> disposed of pursuant to the terms hereof.
<br /> In furtherance of the grant hereinabove set forth the Com-
<br /> pany, for itself, its successors and assigns, covenants and
<br /> agrees with the Secured Party as follows:
<br /> 2.
<br />
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