SECURITY AGREEMENT
(Collateral Pledge Agreement)
Date: January 28, 1998
Debtor: THE XXXXXXXX INVESTMENT FUND, L.P.
Business
Or Residence Suite 300
Address: 000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxx
& Zip Code: Morrow, Ga., 30260
Secured Party: KILLEARN, INC.
Address: 000 Xxxxx'x Xxxxxxx Xxx
Xxxx, Xxxxx
& Zip Code: Stockbridge, Ga., 30281
1. SECURITY INTEREST AND COLLATERAL.
To secure the debt, liability or obligation of the Debtor to secured party
evidence by the following: Promissory note dated January 28, 1998 in the
amount of $194,155.00 between the parties and any extensions, renewals or
replacements thereof therein referred to as the "Obligations").
Debtor hereby grants Secured Party a security interest (herein called the
"Security Interest") in the property owned by Debtor and held by Secured
Party that is described as follows: 26,780 shares of the common stock of
KILLEARN PROPERTIES, INC. together with all rights in connection with such
property (herein called the "Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. DEBTOR REPRESENTS,
WARRANTS AND COVENANTS THAT:
(a) Debtor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a
separate document of assignment or transfer, if required by Secured Party.
(b) Debtor is the owner of the Collateral free and clear of all
liens, encumbrances, security interests and restrictions, except the Security
Interest and any restrictive legend appearing on any instrument constituting
Collateral.
(c) Debtor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Debtor will pay, when due, all taxes and other governmental
charges levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Debtor will
deliver to Secured Party all notices, financial statements, reports or other
communications received by Debtor as an owner or holder of the Collateral.
(f) Debtor will upon receipt deliver to Secured Party in pledge
ass additional Collateral all securities distributed on account of the
Collateral such as stock dividends and securities resulting from Stock
splits, reorganizations and recapitalizations.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGES 2 AND 3
HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.
DEBTOR'S NAME:
THE XXXXXXXX INVESTMENT FUND, L. P.
By: /s/ XXXXX X. XXXXX
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Title: President of G. P.
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