exhibit1004.htm


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    THIS
INSTRUMENT PREPARED BY:

    JOHN P.
MANNING V

    GENERAL
COUNSEL

    RABO
AGRIFINANCE, INC.

    P.O. BOX
411995

    ST. LOUIS
MO 63141

    


    


    RETURN
RECORDED DOCUMENT TO

    RABO
AGRIFINANCE, INC.

    ONE
CITYPLACE DRIVE, SUITE 200

    ST.
LOUIS, MO  63141

    ____________________________________________________________________________

    Loan
10053500

    Loan
10053600

    


    This
mortgage is being executed in triplicate to allow for simultaneous recordings in
Collier, Hendry and Polk Counties, State of Florida.

    


    Documentary
Stamps and Intangible Tax paid upon recordation in Hendry County,
Florida

    


    FLORIDA
MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT

    


    Permanent
Plantings and Multi-Year Crops

    


    (REVOLVING
LINE OF CREDIT AND TERM LOAN)

    


    THIS FLORIDA MORTGAGE, SECURITY
AGREEMENT AND FINANCING STATEMENT (REVOLVING LINE OF
CREDIT AND TERM LOAN) ("Mortgage") is made the _8th_day of September,
2010, between ALICO, INC., a Florida corporation, formerly known as Alico Land
Development Company, and whose chief executive office is located at 640 South
Main Street, Labelle, Florida 33935 ("Mortgagor") and RABO AGRIFINANCE, INC., a
corporation organized and existing under the laws of Delaware ("RAF"), whose
address is P.O. Box 411995, St. Louis, Missouri 63141; RABOBANK, N.A. ("RNA"),
whose address is P.O. Box 1845, El Centro, California 92244; and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "Rabobank Nederland" ("RN"), whose
address is 245 Park Avenue, New York, New York 10167 (RAF, RNA and RN, unless
otherwise indicated, together with their successors and assigns, are
hereinafter, individually or collectively, referred to as "Mortgagee") and RAF
as collateral agent (the "Collateral Agent") for the Mortgagee.

    


    WITNESS, WHEREAS, Mortgagor
and ALICO-AGRI, LTD., a Florida limited partnership ("Alico-Agri"); ALICO
PLANT WORLD, L.L.C., a Florida limited liability company ("Plant World"); BOWEN
BROTHERS FRUIT, LLC, a Florida limited liability company ("Bowen"); and ALICO
LAND DEVELOPMENT, INC., a Florida corporation ("ALDI") (Mortgagor;
Alico-Agri; Plant World; Bowen; and ALDI are individually and collectively,
“Borrower”) are
justly indebted to Mortgagee in the sum of ONE HUNDRED MILLION AND 00/100
DOLLARS ($100,000,000.00), and have agreed to pay the same with interest thereon
according to the terms of those certain promissory notes or obligations bearing
even date herewith (such promissory notes, as hereafter modified, extended,
supplemented, replaced, or renewed from time to time, shall hereinafter be
referred to separately and collectively as the "Note"), or any credit agreement
or similar document between the Mortgagor and/or Borrower and any Mortgagee (the
"Credit Agreement"), providing for the payment thereof in installments, the last
of which is due and payable on October 1, 2020.  The terms of the Note
or any Credit Agreement, including, but not limited to, those providing for the
compounding of interest, are incorporated herein by this reference as if set
forth in full herein.  The Note contains provisions for the interest
rate to be adjusted from time to time. (This Mortgage, the Note, any other notes
or guaranties described herein, the Credit Agreement and all other instruments
and documents executed and/or delivered by Mortgagor and/or Borrower and/or any
other obligor in connection with or otherwise related to the indebtedness
secured hereby, as hereafter modified, extended, supplemented, replaced, or
renewed from time to time, shall hereinafter be collectively referred to as the
"Loan Documents").

    


    REVOLVING
LINE OF CREDIT.  Without limiting the generality of the foregoing,
this Mortgage secures a revolving line of credit under which, upon request by
Borrower, Collateral Agent or Mortgagee, prior to the maturity date of this
Mortgage, may make future advances to Borrower.  Such future advances,
together with interest thereon, are secured by this Mortgage in accordance with
Section 697.04, Florida Statutes, as amended or renumbered from time to
time.

    


    NOW, THEREFORE, in
consideration of said indebtedness, and for the purposes of securing the payment
to Mortgagee of the Note, along with (1) payment of the entire indebtedness and
other obligations evidenced by any guaranty(s) executed by Mortgagor to the
applicable Mortgagee or order and all modifications, amendments, replacements,
substitutions, extensions and renewals thereof  along with any and all
agreements with respect to any swap, (including obligations under the swap
agreement executed in connection with the Note, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions); (2) the payment of such additional loans or advances and
such other debts, obligations and liabilities of every kind and character, of
Mortgagor or the maker of the Note, evidenced by a promissory note, guaranty or
otherwise, whether one or more, arising in the future, in favor of the
applicable Mortgagee, whether direct or indirect, absolute or contingent, or
originally payable to the applicable Mortgagee or any other person; PROVIDED
HOWEVER, THAT, such other additional loans, advances, debts, obligations and
liabilities shall be secured by this Mortgage only if the promissory note,
guaranty, or other document evidencing such shall recite that it is to be
secured by this Mortgage; and provided, however, if the Property includes
Mortgagor’s principal dwelling or is otherwise a one to four family dwelling,
the Property will not secure any future loan, advance, debt, obligation or
liability taken or incurred principally for personal, family or household
purposes; (3) the payment of any substitute notes, renewals, reamortizations,
conversion agreements and extensions of all indebtedness secured by this
Mortgage; (4) payment and performance of each agreement of Mortgagor in this
Mortgage; (5) payment of all sums expended or advanced by Collateral Agent or
Mortgagee to protect the security of this Mortgage, said real property or said
collateral, with interest thereon at the rate per annum after default or
maturity set forth in said Promissory Note or any credit agreement related
thereto and (6) all obligations as defined in or provided for in any Credit
Agreement and also in consideration of one dollar in hand paid by Mortgagee, the
receipt and sufficiency of which are hereby acknowledged, Mortgagor has granted,
bargained, sold, conveyed, and granted a security interest, and does hereby
grant, bargain, sell and convey and grant a security
interest,   unto Collateral Agent and Mortgagee, and their
successors and assigns, in and to that the following described real estate,
situated in Collier, Hendry and Polk Counties, Florida (the "Land"), more
particularly described as follows:

    


    See attached Exhibit "A", which is
incorporated herein by reference. For the purposes of this Mortgage, the Land
consists of the Citrus Groves and the Collins Slough /Hill Grade
Tract  each as described on Schedule
“A-1”.

    


    TOGETHER WITH, all the estate,
right, title, interest, property, possession, claim and demand of Mortgagor,
both at law and in equity, of, in, to and under the following:

    


    (1)           All
buildings, structures, betterments, fixtures and other improvements of any
nature now or hereafter situated in whole or in part on the Land (collectively,
the "Improvements"); and

    


    (2)           All
and singular the tenements, hereditaments, easements, riparian rights,
rights-of-way, rights of ingress and egress, and other rights of any nature now
or hereafter belonging or appurtenant to the Land or the Improvements, including
all water and water rights appertaining thereto; and

    


    (3)           Goods,
including without limitation, equipment and machinery (excluding, however,
automobiles, trucks, tractors, trailers, wheeled vehicles planting and tillage
equipment), any and all watering, irrigation, and drainage equipment, machinery,
apparati, appliances, materials, pumps, motors, generators, pipes, tubing,
nozzles, tanks, sprinklers, center pivot irrigators and sprinklers, windmills,
fences, fixtures, and fittings, raw materials, inventory, and work in process,
now or hereafter owned by Mortgagor and now or hereafter affixed to, placed
upon, or used in connection with, the Land or the Improvements, including but
not limited to all personal property described in Exhibit "B" attached
hereto and incorporated herein by this reference and articles of personal or
mixed property of every kind and nature whatsoever (collectively, the
"Personalty"); and

    


    


    (4)           All
groves, trees, plants, vines or other plantings, and timber now or hereafter
standing or cut, and minerals or the like (including oil and gas) upon, under or
related to the Land (collectively, the "Plantings"); and

    


    (5)           All
crops, farm products, stocks and inventories, wherever situated, now growing or
hereafter grown upon, under or related to the Land and/or the Plantings, and/or
harvested, removed or severed from the Land and/or the Plantings, including, but
not limited to, all citrus and other fruits and crops (collectively, the
"Crops"), together with:

    


    (i)           all
products and by-products of the Crops, including, but not limited to, juices and
other beverages and concentrates (collectively, the "Products");
and

    


    (ii)           all
proceeds from the sale of the Crops and/or the Products, including, but not
limited to, all moneys, funds, payments, accounts, accounts receivable or other
sums due as payment for any of the Crops and/or Products (collectively, the
"Proceeds"); and

    


    (iii)           all
of Mortgagor's right, title and interest in and to any and all of the following
items, whether or not such items are commingled and/or combined with the Crops,
Products and/or Proceeds:

    


    (a)           crops
which are delivered to, and/or harvested, stored, held, processed and/or shipped
by, any cooperatives or similar arrangements, packing houses, processing plants
or similar operations (collectively, "Cooperatives"); and

    


    (b)           products
of such crops, including, but not limited to, juices and other beverages and
concentrates, whether or not such products are made, stored and/or shipped by or
through Cooperatives; and

    


    (c)           proceeds
from the sale of such crops and/or products, including, but not limited to, any
moneys, funds, payments, accounts, accounts receivable or other sums (whether or
not maintained by or through Cooperatives) due as payment for any such crops
and/or products; and

    


    (6)           All
rights of Mortgagor in, to, under, by virtue of, arising from, or growing out
of, any and all other present or future accounts and accounts receivable now or
hereafter affecting or concerning the Land, the Improvements, the Personalty,
the Crops, the Products, the Proceeds, or any portion thereof or interest
therein (the "Accounts"); and

    


    (7)           All
rights of Mortgagor in, to, under, by virtue of, arising from, or growing out
of, any and all present or future contracts (including futures and similar
contracts), plans, permits, licenses, and to the extent listed on Exhibit "B", general
intangibles, including without limitation, payment intangibles and software, now
or hereafter affecting or concerning the Land, the Improvements, the Personalty,
the Crops, the Products, the Proceeds, or any portion thereof or interest
therein (the "General Intangibles"); and

    


    (8)           All
water stock and water rights with respect to the Land and, to the extent listed
on the attached Exhibit “B”, all
Accounts, including without limitation all of Mortgagor’s right to any payment
arising out of the sale, lease or license of all kinds of tangible and
intangible personal property now or hereafter affixed to, placed or grown upon,
or used in connection with the Land and Improvements; contract rights with
respect to any security provided herein;  general intangibles,
instruments, documents, chattel paper, accounts receivable, deposits, fees,
charges and other payments, income and cash receipts that are otherwise
described in this paragraph and derived from or related to operations on the
Land and Improvements; and

    


    (9)           Mortgagor's
interest as lessor in all leases, tenancies, and occupancies now or hereafter
affecting all or any portion of the Land, the Improvements, the Personalty, the
Plantings or the Crops of any nature whatsoever, including, but not limited to,
gas, oil and mineral leases, and all extensions and renewals thereof
(collectively, the "Leases"); and

    


    (10)           All
rents, issues, profits, royalties, bonuses, income and other benefits derived
from or produced by the Land, the Improvements, the Personalty, the Crops, the
Accounts or the General Intangibles (collectively, the "Rents");
and

    


    (11)           All
insurance now or hereafter in effect which Mortgagor now has or may hereafter
acquire with respect to the Land, the Improvements, the Personalty, the
Plantings, the Crops or the General Intangibles and/or any other items of
collateral described herein and/or the business of Mortgagor conducted in
connection therewith; all premiums paid under such insurance; and all proceeds
paid or due and payable under such insurance; and

    


    (12)           Any
and all awards or payments resulting from any exercise of eminent domain or from
the taking by condemnation, or by any proceeding or purchase in lieu thereof, of
the whole or any part of the Land, the Improvements, the Personalty, the
Plantings and/or the Crops; and

    


    (13)           Any
and all funds paid to Collateral Agent or Mortgagee in escrow pursuant to
paragraph TWENTIETH or otherwise; and

    


    (14)           Any
and all permits (including building permits), licenses, development orders and
other orders, land use rights, development credits, including impact fee
credits, and other entitlements and governmental approvals and
authorizations pertaining to the development, improvement, ownership and/or
operation of the Property; and

    


    (15)           Personal
property of the same general kind or class as otherwise described in this
paragraph which Mortgagor may now own or hereafter acquire, affixed to, placed
upon or  used or usable in connection with the operation of or
relating to the Real Estate; and all products and proceeds from the sale or
other disposal thereof, including, without limitation, all payments under any
insurance policies, substitutions and replacements, additions, accessions of or
to said collateral  and any indemnity, warranty or guaranty relating
to any of the foregoing.

    


    All of the foregoing real property,
including the Land, shall hereinafter be collectively referred to as the “Real
Estate”; all of the foregoing property which is not real property and all of the
foregoing mixed property shall be hereinafter collectively referred to as the
"Collateral"; the Real Estate and Collateral shall be hereinafter collectively
referred to as the “Property.”

    


    Notwithstanding
the foregoing, Mortgagee's security interest in Delivered Crops (as hereinafter
defined), but not Mortgagee's security interest in the Proceeds from such
Delivered Crops, shall be deemed automatically released upon the delivery of
such Delivered Crops to any Cooperative or other purchaser thereof, unless,
prior to such delivery, Mortgagee has delivered written notice to such
Cooperative or other purchaser that an event of default has occurred under this
Mortgage, the Credit Agreement and/or any other Loan Documents.  Mortgagor
hereby irrevocably authorizes Mortgagee to deliver any such notice, and
Mortgagee shall have no liability to Mortgagor or Borrowers on account of
delivering any such notice, so long as Mortgagee has a good faith belief that
any such event of default then exists.  The term "Delivered Crops" shall
mean any Crops which are sold, and actually delivered, to any Cooperative or
other purchaser thereof which is not an affiliate of Mortgagor or any other
Borrower. 

    


    


    TO HAVE AND TO HOLD the
Property unto Collateral Agent and Mortgagee and their successors and assigns in
fee simple forever.

    


    PROVIDED, ALWAYS, this
Mortgage is upon the express condition, that if Mortgagor and/or Borrower shall
pay the Note and the indebtedness evidenced thereby, and all other sums secured
by this Mortgage, and shall fully do, perform, comply with, and abide by all
terms, provisions, covenants, conditions and agreements of this Mortgage, the
Note, any Credit Agreement and the other Loan Documents, then these presents
shall be void, and the estate hereby granted shall cease and determine, and
Collateral Agent or Mortgagee will execute and deliver to Mortgagor a
satisfaction of this Mortgage in recordable form.  It is agreed,
however, that all expenses incurred in preparing and recording such satisfaction
shall be borne by Mortgagor and/or Borrower.

    


    This Mortgage is made, however, subject
to the following terms, provisions, covenants, conditions and
agreements:

    


    FIRST.  Mortgagor
hereby agrees and covenants to pay the interest and principal hereby secured
promptly when due and to comply with and abide by each and every one of the
stipulations, agreements, conditions and covenants contained in this Mortgage,
the Note, any Credit Agreement and all other Loan Documents, and if default be
made in any part thereof, or in the payment of any other moneys hereby secured,
then the same shall, at Collateral Agent's or Mortgagee's option, become due and
payable at once, without notice or demand, and this Mortgage may be foreclosed
in the manner provided by law.

    


    SECOND.  Mortgagor
shall pay prior to delinquency, all taxes, assessments, fees, and other charges
imposed by law (including ditch, canal, reservoir, or other water charges,
taxes, or assessments) upon the Property or any part thereof including
Collateral Agent's and Mortgagee's interest therein (collectively, "Property
Taxes").  Mortgagor shall also pay when and as due and payable any and
all documentary stamp tax, intangible tax and/or any other tax of any nature or
description assessed against or imposed on this Mortgage, the Note (or the
indebtedness evidenced thereby), any Credit Agreement or any other Loan
Document, whether assessed against or payable by Mortgagor, Collateral Agent or
Mortgagee (collectively, "Document Taxes").  If at any time the State
of Florida shall determine that the amount of Document Taxes paid is
insufficient and/or that additional Document Taxes are due and payable,
Mortgagor shall forthwith pay for same, together with any interest or penalties
imposed in connection with such determination, and Mortgagor hereby agrees to
indemnify and hold Collateral Agent and Mortgagee harmless
therefrom.  If Mortgagor shall fail, neglect or refuse to pay any
Property Taxes and/or Document Taxes when and as due and payable, then
Collateral Agent or Mortgagee at its option may pay the same, and any funds so
advanced by Collateral Agent or Mortgagee shall bear interest, shall be paid and
shall be secured as provided in paragraph SIXTH.  In the event of the
passage, after the date hereof, of any law by the State of Florida, deducting
from the value of land for the purpose of taxation any lien thereon or changing
in any way the existing laws for the taxation of mortgages or debts secured by
mortgage for state or local purposes, or the manner of the collection of any
such Property Taxes and/or Document Taxes, so as to affect this Mortgage or the
debt secured hereby or the holder thereof, Collateral Agent or Mortgagee shall
have the right to give six (6) months' written notice to Mortgagor requiring the
payment of the entire indebtedness secured hereby, and it is hereby agreed that
if such notice be given the said indebtedness shall become due and payable at
the expiration of said six (6) months.

    


    THIRD.  Mortgagor
acknowledges that Mortgagor's current financial position is an important factor
in Mortgagee's decision to advance the funds represented by the
Note.  Mortgagor therefore agrees, in order to provide assurance to
Collateral Agent and Mortgagee with regard to Mortgagor's financial position,
that Mortgagor shall not, without Collateral Agent's or Mortgagee's prior
written consent, which Collateral Agent or Mortgagee may grant or withhold in
Collateral Agent's or Mortgagee's sole but reasonable discretion, create,
permit, suffer, or allow to be placed on all or any part of the Property or any
interest therein, any lien, attachment, judgment, charge, easement, restriction,
or other encumbrance (regardless of whether same is prior to, subordinate to, or
of equal priority with, the lien and encumbrance of this Mortgage), other than
(1) this Mortgage, (2) any easements, restrictions or other title exceptions
listed in the owner's affidavit or mortgagee title insurance policy delivered
to, and approved by, Collateral Agent or Mortgagee in connection with this
Mortgage, and (3) the lien for Property Taxes which are not yet due and
payable.  The creation or existence of any of same without such prior
written consent of Collateral Agent or Mortgagee, shall, at Collateral Agent's
or Mortgagee's sole option, constitute a default under this Mortgage and the
other Loan Documents, entitling Collateral Agent or Mortgagee immediately to
exercise all of its rights and remedies under this Mortgage and the other Loan
Documents without notice to Mortgagor or to any other parties.  Unless
otherwise specifically agreed to in writing by Collateral Agent or Mortgagee,
all such liens and encumbrances shall be subject, subordinate and inferior in
all respects to the lien and encumbrance of this Mortgage.  All
potential lienors are hereby put on notice of the provisions of this
paragraph.  Mortgagor shall immediately cause any such lien,
attachment, judgment, charge or other encumbrance to be discharged or otherwise
bonded or transferred to other security.  Furthermore, Mortgagor shall
not directly or indirectly do anything or take any action which might prejudice
any of the right, title or interest of Collateral Agent and Mortgagee in or to
any of the Property or impose or create any direct or indirect obligation or
liability on the part of Collateral Agent and Mortgagee with respect to any of
the Property.

    


    Except as
set out in the previous paragraph, Mortgagor shall, within fifteen (15) days
after the filing thereof, pay and discharge, at Mortgagor’s cost and expense,
all construction or mechanic’s liens, encumbrances and charges upon the
Property, or any part thereof, or any interest therein.  Mortgagor
shall have the right to contest in good faith the validity of any such lien,
encumbrance or charge, provided that Mortgagor shall first deposit a bond, cash
or other security, in conformance with Chapter 713, Florida Statutes, with
respect to such lien(s), in such amounts and in such form and content so as to
cause such lien(s) to be removed as lien(s) against the Property, and deliver to
Collateral Agent or Mortgagee such proof of the removal of such lien(s) as shall
be satisfactory to Collateral Agent or Mortgagee in its sole
discretion.

     

    Notwithstanding
the provisions of this paragraph THIRD, Mortgagor shall be entitled to do the
following:

     

    (1)           Replace
obsolete, fully depreciated or non-functional items of
Personalty  encumbered hereby, as reasonably required for the proper
and efficient operation of the Property; provided that all such replacements or
substitutions are owned by Mortgagor and shall remain (or be automatically)
encumbered by the first lien and security interest of this Mortgage free and
clear of any other security interests, liens or
encumbrances.  Mortgagor shall execute such documents and instruments
as may be required to protect and preserve the first lien priority of this
Mortgage with respect to any such replacements or
substitutions.

     

    (2)           Obtain
annual loans for the purpose of financing the costs of planting, cultivating or
harvesting any portion of the Crops on any portion of the Land for a particular
crop season (collectively, “Annual Operating Loans” and singularly an “Annual
Operating Loan”) secured by Crop Collateral.  As used herein, the term
“Crop Collateral” means and refers to only such portion of the Crops as have
been planted, cultivated and/or harvested utilizing the proceeds of an Annual
Operating Loan, together with the Proceeds, Products and Accounts relating
thereto; “Crop Lender” means the lender providing an Annual Operating Loan; and
“Foreclosure” shall mean transfer of either possession of the Land
(including transfer to a receiver) or title to the Land, whichever occurs first,
in connection with or pursuant to foreclosure of the Mortgage, whether such
foreclosure is carried out by a judicial foreclosure action or by the execution
and delivery of a deed in lieu of foreclosure sale or pursuant to order of Court
in bankruptcy or the acquisition of said Land in satisfaction or partial
satisfaction of debt.  Provided
that no Event of Default under this Mortgage exists and is continuing and no
event which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default under the Credit Agreement has occurred and is
continuing, Mortgagee shall subordinate its security interest in the Crop
Collateral under this Mortgage to any security interest in the Crop Collateral
granted by Mortgagor to the Crop Lender as security for repayment of an Annual
Operating Loan pursuant to a subordination and intercreditor agreement to be
entered into between Mortgagee and Crop Lender on terms and conditions
satisfactory to Mortgagee in its reasonable discretion.  Such
intercreditor agreement must provide, among other things (i) that the Crop
Lender will give written notice of default to Mortgagee, (ii) the Crop Lender’s
security interest in the Crop Collateral will remain superior to Mortgagee’s
security interest in the Crop Collateral only to the extent the Crop Lender
provides financing for such Crops and such season, and (iii) the Crop Lender
will have no security interest in Crops (or the Products, Proceeds thereof or
Accounts stemming therefrom) planted (or, as to citrus, coming into bloom) after
Foreclosure. Under no circumstances shall the subordination of Mortgagee’s
security interest in the Crop Collateral extend to Crops planted (or, as to
citrus, coming into bloom) after Foreclosure.  A default by Mortgagor
under an Annual Operating Loan to which Mortgagee has subordinated its interest
in Crop Collateral will be a default under this Mortgage.

     

    FOURTH.  Mortgagor
shall (1) do everything to keep the Property in good condition and repair, (2)
not commit or suffer any waste, impairment, abandonment or deterioration of the
Property, (3) not do or suffer to be done any act whereby the value of any part
of the Property may be lessened, (4) operate all lands, whether improved
pastures, orchards, groves, grazing, timber or crop lands, in a good and
husbandman-like manner in accordance with accepted principles of sound
agriculture and forestry practices, including cultivating, irrigating,
fertilizing, fumigating and pruning the Plantings and otherwise operating the
Property for its intended purpose, and harvesting and selling all Crops in a
prudent, businesslike manner, in order to maximize the Rents, (5) take all
reasonable precautions to control wind and water erosion, (6) fertilize improved
pastures, if any, where necessary to maintain a good stand of desirable grasses,
(7) protect the Plantings, Crops, orchards, groves and timber, if any, by
reasonable precautions against loss or damage by freeze or fire, including the
maintenance of appropriate fire breaks, and (8) neither remove nor permit the
removal of any timber, buildings, oil, gas, mineral, stone, rock, clay,
fertilizer, gravel or top soil without the prior written consent of Collateral
Agent or Mortgagee;
provided, however, that Mortgagee shall have the right to remove stone and rock
from “Basin 20” situated in Section 20, Township 43 South, Range 31 East, Hendry
County, Florida, for use in interior road maintenance on the
Land.  Collateral Agent or Mortgagee shall have the right to
inspect the Property at such reasonable times and intervals as Collateral Agent
or Mortgagee may desire, to determine Mortgagor's compliance with the covenants
contained in any clause of this Mortgage.  If Mortgagor shall fail,
neglect or refuse to operate, repair or maintain the Property as required under
subparagraphs (1) through (8) above, then Collateral Agent or Mortgagee may, at
its option, undertake such repair, maintenance, cultivation or any other action
it deems reasonably necessary to maintain the agricultural viability of the
Property, or otherwise to perform Mortgagor's obligations under subparagraphs
(1) through (8) above, and any funds advanced by Collateral Agent or Mortgagee
for such purposes shall bear interest, shall be paid and shall be secured as
provided in paragraph SIXTH.

    


    FIFTH.  Mortgagor
shall procure, maintain and deliver to Collateral Agent or Mortgagee, premiums
paid, policies of insurance covering the Property against all risks of physical
loss or damage, including war risks, flood and wind, if available, as Collateral
Agent or Mortgagee may from time to time require, with loss payable to
Collateral Agent and/or Mortgagee, in such amount for each risk, in such company
and in such form as shall be satisfactory to Collateral Agent or
Mortgagee.  All such policies shall contain a provision that such
policies will not be canceled or materially amended, which term shall include
any reduction in the scope or limits of coverage, without at least thirty (30)
days' prior written notice to Collateral Agent or
Mortgagee.  Collateral Agent or Mortgagee is authorized to assign and
deliver said policies to any purchaser of this Mortgage or to the purchaser of
the Property at any foreclosure sale.  In event of loss, Collateral
Agent or Mortgagee is expressly authorized and empowered to settle or compromise
claims under said policies, and the proceeds from said policies, as well as any
other policies procured by Mortgagor, shall be paid to Collateral Agent and/or
Mortgagee.  Collateral Agent or Mortgagee in its sole but reasonable
discretion may apply same or any part thereof on account of the indebtedness
secured hereby whether or not then due and payable, or may apply the same or any
part thereof towards the alteration, reconstruction or repair of the damaged
collateral, either to the portion damaged or any other portion thereof, or
release same
to Mortgagor; provided, however, that if no event of default under this Mortgage
or the Credit Agreement then exists and is continuing, Mortgagee shall apply
such insurance proceeds to the alteration, reconstruction and/or repair of the
damaged collateral subject to such disbursement  procedures as
Mortgagee shall reasonably require, and the excess, if any, shall be
released to Mortgagor.  Such application or release shall not
cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.  If Mortgagor fails to maintain such
insurance in force, then Collateral Agent or Mortgagee, at its option, may
effect such insurance from time to time and pay the premiums therefor, and any
such sums advanced by Collateral Agent or Mortgagee shall bear interest, shall
be paid and shall be secured as provided in paragraph SIXTH.

    


    SIXTH.  In the event
of any default in the performance of any of Mortgagor's and/or Borrower’s
covenants or agreements contained in this Mortgage or any other Loan Document,
or the violation of any term thereof, including, but not limited to, the failure
to procure, maintain and deliver the insurance policies, premiums prepaid, or to
pay, as the same become due and payable, any Property Taxes and/or Document
Taxes, or to pay any lien, claim or charge against the Property or to comply
with the provisions of paragraph FOURTH hereof, Collateral Agent or Mortgagee
may, without notice or demand, insure any of the buildings and pay the cost of
such insurance and pay any of such Property Taxes, Document Taxes, liens, claims
and charges, or any part thereof, or redeem from the sale of the Property for
any taxes or assessments (irregularities in the levy or imposition of any tax or
assessment being expressly waived), or redeem from the sale of the Property
resulting from enforcement of any such lien, claim or charge, or expend such
sums as may be necessary to correct the failure of Mortgagor to comply with the
provisions of paragraph FOURTH or any other provisions of the Loan Documents, or
take any other action Collateral Agent or Mortgagee deems necessary or desirable
to protect its security in the Property.  If Collateral Agent or
Mortgagee shall elect to advance at any time any sum(s) for the protection of
its security or for any other reason permitted or provided by this Mortgage or
any other Loan Document, Mortgagor and/or Borrower shall repay Collateral Agent
or Mortgagee, within ten (10 business days of Mortgagor’s written demand for
such payment, any sums so paid with interest thereon at the same rate as
specified in the Note and/or any Credit Agreement secured hereby on the
principal thereof after default and maturity, and all sums paid by Collateral
Agent or Mortgagee with interest shall become a part of the indebtedness secured
hereby, and in default of immediate repayment thereof by Mortgagor the whole
indebtedness secured hereby shall at the option of Collateral Agent or Mortgagee
become due and payable forthwith upon written demand by Mortgagee upon
Mortgagor.  In order to declare the indebtedness secured hereby due
and payable in full because of Mortgagor's failure to pay or perform any
obligation required by this Mortgage, or because of any other default hereunder,
neither Collateral Agent or Mortgagee shall be required to pay the same or to
advance funds to cure the default, notwithstanding Collateral Agent's or
Mortgagee's option under this Mortgage or any other Loan Document to do so; no
such payment or advance by Collateral Agent or Mortgagee shall be deemed or
construed a waiver of Collateral Agent's or Mortgagee's right to declare the
indebtedness due and payable on account of such failure or other
default.

    


    SEVENTH.  Mortgagor
shall not, without Collateral Agent's or Mortgagee's prior written consent in
each instance, directly or indirectly sell, grant, convey, transfer, assign, or
otherwise dispose of the Real Estate or any portion thereof or any legal or
beneficial interest therein, whether by operation of law or otherwise, or permit
or suffer any such sale, grant, conveyance, transfer, assignment or other
disposition of same.  Furthermore, if Mortgagor is a corporation,
partnership, limited liability company or other entity, Mortgagor shall not,
without Collateral Agent's or Mortgagee's prior written consent, directly or
indirectly permit, allow or suffer any person or entity having, directly or
indirectly, through one or more intermediate persons or otherwise, any stock,
partnership, legal, beneficial, or other ownership interest in Mortgagor, to
convey, transfer, assign, pledge, hypothecate, mortgage, encumber, or otherwise
dispose of such interest, if as a result of such transaction or transactions,
either (i) any person or entity having a Controlling Interest (as hereinafter
defined) in Mortgagor immediately prior thereto would cease to have a
Controlling Interest in Mortgagor immediately thereafter, or (ii) any person or
entity not having a Controlling Interest in Mortgagor immediately prior thereto
would have a Controlling Interest in Mortgagor immediately
thereafter.  "Controlling Interest" means the legal or beneficial
ownership, use, enjoyment, or benefit, directly or indirectly, through one or
more intermediate persons, of the power to direct the removal and replacement of
management, including the chief executive officer, of Mortgagor, directly or
indirectly, whether through the direct or indirect ownership, of voting
securities, by contract or otherwise.  Except as provided below in
this paragraph, any sale, grant, conveyance, transfer, assignment or other
disposition described in this paragraph, without Collateral Agent's or
Mortgagee's prior written consent, shall, at Collateral Agent's or Mortgagee's
sole option, constitute a default under this Mortgage and the other Loan
Documents, entitling Collateral Agent or Mortgagee immediately to exercise all
rights and remedies under this Mortgage and the other Loan Documents without
notice to Mortgagor or any other parties.  Notwithstanding anything in
this Agreement to the contrary:  (i) any direct or indirect
conveyance, transfer, assignment or other disposition (the “Event”) of any
stock, partnership, limited liability company, legal, beneficial or other
interest in Mortgagor shall not be a default hereunder or under the other Loan
Documents as long as either (A) the chief executive officer of Mortgagor
immediately prior to such Event is not actually removed or replaced (other than
as a result of the death or disability of the chief executive officer which
shall not be deemed a removal or replacement) within two (2) years of such
Event, or (B) those
persons or entities having a direct or indirect Controlling Interest in
Mortgagor as of the date of this Agreement, continue to have, in the aggregate
with their Affiliates and Related Parties, a direct or indirect Controlling
Interest in Mortgagor, (ii) the transfer of the Real Estate to an Affiliate of
Mortgagor (a “Transferee-Affiliate”) by merger of Mortgagor into such Affiliate
shall not be a default hereunder or under the other Loan Documents so long as
those persons or entities having a direct or indirect Controlling Interest in
Mortgagor as of the date of this Agreement, continue to have, in the aggregate
with their Affiliates and Related Parties, a direct or indirect Controlling
Interest in said Transferee-Affiliate, (iii) the transfer of the Real Estate to
a wholly-owned Affiliate of Mortgagor (a “Wholly-Owned Affiliate”) shall not be
a default hereunder or under the other Loan Documents so long as said
Wholly-Owned Affiliate remains wholly-owned by Mortgagor or an Affiliate of
Mortgagor and executes and delivers to Lender a guaranty of all of the
Obligations and all other instruments and agreements required by Lender pursuant
to Section 7.12 of the Credit Agreement, and (iv) any pledge, hypothecation or
encumbrance of a direct or indirect interest in Mortgagor without the actual
transfer of voting rights with respect thereto shall not be deemed to constitute
a conveyance, transfer, assignment, pledge, hypothecation, mortgage, encumbrance
or other disposition of such interest for purposes of this Paragraph Seventh
(provided, however, either (A) a pledge, hypothecation or encumbrance of a
direct or indirect interest in Mortgagor together with the actual transfer of
voting rights with respect thereto or (B) a transfer of the voting rights
pursuant to the exercise or enforcement of such permitted pledge, hypothecation
or encumbrance, shall be deemed to constitute a conveyance, transfer,
assignment, pledge, hypothecation, mortgage, encumbrance or other disposition of
such interest for purposes of this Paragraph Seventh.  If an Event
described in (i) (A) above occurs followed by the removal or replacement of the
chief executive officer within two (2) years of such Event, Mortgagor shall
notify Mortgagee and Collateral Agent in writing (“Change Notice”) and if
Mortgagee and Collateral Agent desire, as a result thereof, to assert a default
hereunder or under any of the other Loan Documents, Mortgagee and Collateral
Agent shall send written notice of default to Mortgagor within thirty (30) days
following receipt of the Change Notice, failing which they shall be deemed to
have waived the right to assert such default as a result of the
Event.   “Related Parties” means, in the case of an individual,
members of such individual’s “Immediate Family”, family trusts for the benefit
of such individual and/or his or her Immediate Family, and entities in which
such individual and/or Related Parties have a Controlling
Interest.  “Immediate Family” shall mean the ancestors, siblings,
spouse, and lineal descendants of an individual and the spouses of such siblings
and lineal descendants. Notwithstanding any transfer otherwise permitted
hereunder, all Obligations, including but not limited to  all
financial covenants, shall remain in full force and effect.

    


    EIGHTH.  Mortgagor
shall pay on demand any and all costs, expenses, disbursements, attorneys' fees
(including fees for the services of paralegals and similar persons) and
accountants' fees (including charges of any in-house legal counsel and
accountants) incurred by Collateral Agent or Mortgagee to (1) sustain the lien
of this Mortgage or its priority, (2) protect or enforce any of Collateral
Agent's or Mortgagee's rights hereunder or under any other Loan Document, (3)
recover any and all sums secured hereby, (4) contest or collect any award or
payment in connection with the taking or condemnation of the Premises or with
any insurance policy related to the Premises, and/or (5) conduct a title
examination and/or obtain an abstract or title insurance policy related to the
Real Estate.  Mortgagor shall pay for such costs, expenses,
disbursements and fees so incurred by Collateral Agent or Mortgagee regardless
of whether any suit is filed, and shall pay for any of same arising out of, in
connection with, or by reason of, any litigation or proceedings (including any
appellate, administrative or bankruptcy proceedings) brought by Collateral Agent
or Mortgagee or in which Collateral Agent or Mortgagee is made a party with
respect to the Property, this Mortgage, any other Loan Documents, or the
indebtedness secured hereby.  All such costs, expenses, disbursements
and fees described in this paragraph shall bear interest, shall be paid and
shall be secured as provided in paragraph SIXTH.

    


    NINTH.  As further
security for the payment of indebtedness secured hereby and the performance of
all of the terms, covenants and conditions hereof, Mortgagor does hereby
mortgage, transfer, set over, assign and pledge to Collateral Agent and
Mortgagee the Leases and the Rents, and in the event of a default under any of
the terms, covenants and conditions of this Mortgage, Collateral Agent and
Mortgagee are hereby authorized and empowered to collect and receive all Rents
due and to become due and to apply the same against said
indebtedness.  So long, however, as there shall be no default under
this Mortgage or any of the other Loan Documents, Mortgagor shall have the right
to collect and receive any and all such Rents as they become due and payable,
and to use the same without accounting to Collateral Agent
or  Mortgagee therefor. The provisions of this Paragraph Ninth shall
constitute an assignment of rents pursuant to Section 697.07, Florida
Statutes.

    


    TENTH.  Mortgagor
shall deliver the following to Collateral Agent or Mortgagee, all of which shall
be prepared at Mortgagor's sole cost and expense and shall be in such form as
Collateral Agent or Mortgagee may require in its sole discretion:

    


    (1)           No
later than ten (10) business days following Collateral Agent's or Mortgagee's
demand therefor, a certificate from the chief financial officer or equivalent
officer of Mortgagor and stating whether the Property or any part thereof or
interest therein, legal or beneficial, or any legal or beneficial interest in
Mortgagor which is a Controlling Interest has been voluntarily or involuntarily,
directly or indirectly, sold, conveyed, transferred, assigned, or otherwise
disposed of at any time during such calendar year, and if so, describing with
specificity all details and parties to such transaction and whether or not, as a
result thereof, there was any change in the persons or entities having a
Controlling Interest in Mortgagor; and

    


    (2)           No
later than five (5) business days after Mortgagor's receipt thereof, true and
complete copies of (i) all notices issued by any governmental or quasi
governmental authority or corporation having jurisdiction over Mortgagor or the
Property, alleging any violation of law at the Property or by Mortgagor, and
(ii) all notices, correspondence, legal papers or other documents relating to
any suits, proceedings or other actions threatened, being commenced or pending
against Mortgagor or the Property before any court of law, administrative
agency, arbitration panel or other adjudicating body.

    


    ELEVENTH.  Collateral
Agent or Mortgagee may, at its option and in its sole discretion, release for
such consideration, or none, as it may require, any portion of the Property
without, as to the remainder of the security, in any way impairing or affecting
the liens and priorities herein provided for Collateral Agent or Mortgagee
compared to any subordinate lienholder.

    


    TWELFTH.  The net
proceeds of any judgment, award or settlement in any condemnation or other
proceeding for any damage to or taking of all or any part of the Property shall
be paid to Collateral Agent or Mortgagee and shall, at its option, either be
applied as a credit on any portion of the unpaid balance of the Note, whether
then matured or to mature in the future, or be released to
Mortgagor.  In
the event Mortgagee has not elected to release the net proceeds referred to in
the preceding sentence to Mortgagor, Mortgagor shall have the right to elect, by
written notice to Mortgagee, whether such proceeds are applied as a credit
against the Term Loan or the Revolving Line of Credit. If all of the
Property is so taken but the proceeds are insufficient to pay the indebtedness
in full, then, at Collateral Agent's or Mortgagee's option, the unpaid balance
shall be immediately due and payable.

    


    THIRTEENTH.  Each of
the following events shall constitute an event of default
hereunder:

    


    (1)           Mortgagor's
and/or Borrower’s failure to pay to Collateral Agent or Mortgagee any
installment of principal and/or interest under the Note, Credit Agreement or any
other sum payable to Collateral Agent or Mortgagee under any of the Loan
Documents, including, but not limited to, escrow deposits provided for herein,
when and as due and payable; or

    


    (2)           Mortgagor's
failure to keep in force any insurance policy required hereunder or to deliver
such policy or evidence of its renewal to Collateral Agent or Mortgagee;
or

    


    (3)           Mortgagor's
creating, permitting, suffering, or allowing to be placed on all or any part of
the Property, or any interest therein, any lien, attachment, judgment, charge,
easement, restriction, or other encumbrance in contravention of the provisions
of paragraph THIRD hereof or Section 7.21 of the Credit Agreement;
or

    


    (4)           The
sale, grant, conveyance, transfer, assignment, or other disposition of the
Property or any portion thereof or any legal or beneficial interest therein in
contravention of the provisions of paragraph SEVENTH hereof, or the conveyance,
transfer, assignment, pledge, hypothecation, mortgaging, encumbrance, or other
disposition of any stock, partnership, legal, beneficial, or other ownership
interest in Mortgagor in contravention of the provisions of paragraph SEVENTH
hereof or Section 4.02 of the Credit Agreement; or

    


    (5)           Mortgagor's
failure to perform and observe Mortgagor's covenants and obligations under
paragraph FOURTH hereof within ten (10) days following written notice thereof
from Collateral Agent or Mortgagee; or

    


    (6)           The
failure of any representation or warranty made in this Mortgage, any other Loan
Document or any notice, report, certificate or other document given by Mortgagor
and/or Borrower to Collateral Agent or Mortgagee heretofore, on the date hereof
or hereafter to be true and correct in any material respect as of the date made;
or

    


    (7)           Mortgagor's
and/or Borrower’s failure to perform and observe any covenant, obligation,
agreement or undertaking under this Mortgage, the Note, Credit Agreement and/or
any other Loan Document not otherwise referred to above (i) within thirty (30)
days following written notice thereof from Collateral Agent or Mortgagee, or
(ii) if such failure cannot with due diligence be cured within thirty (30) days,
such longer period, not to exceed ninety (90) days in all, from and after the
giving of such written notice, as may be necessary to cure the same with due
diligence, provided that Mortgagor commences such cure within such thirty (30)
day period and thereafter diligently proceeds to complete such cure;
or

    


    (8)           Mortgagor's
or any other Property owner's (i) making an assignment for the benefit of
creditors, or (ii) filing a petition in bankruptcy, or (iii) commencing any
proceeding under any bankruptcy, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in
effect, or (iv) being or becoming insolvent, or (v) suffering an appointment of
a custodian, receiver, intervenor or trustee, which continues undischarged and
unstayed for ninety (90) days after the entry thereof, or (vi) approving,
consenting or acquiescing in the filing of any such petition or application
against Mortgagor or such owner; or (vii) being the subject of any involuntary
bankruptcy or other insolvency filing which continues undischarged and unstayed
for ninety (90) days after the entry thereof.

    


    FOURTEENTH.  Upon
the occurrence of an event of default hereunder, (i) the entire indebtedness
hereby secured, including all payments for Property Taxes or other taxes,
assessments, insurance premiums, liens, attorneys' fees and expenses herein
specified, shall, at the option of Collateral Agent or Mortgagee, and without
notice to or demand upon Mortgagor and/or Borrower, become immediately due and
payable in full, (ii) Collateral Agent or Mortgagee shall have the right to
collect all indebtedness then due and payable by proceeding against all real and
personal property constituting the Property, or any part thereof or interest
therein, by foreclosure, or otherwise, as permitted by the laws of the state in
which the Property is situated, and (iii) Collateral Agent or Mortgagee shall
have the right to pursue any and all other remedies as may be permitted under
the laws of the state in which the Property is situated.  Mortgagor
hereby waives any right it may have to require the marshaling of its
assets.  Collateral Agent or Mortgagee shall have the right to
foreclose the Property in its entirety, or any part thereof or interest therein,
as Collateral Agent or Mortgagee in its sole and absolute discretion shall
determine, in one or more sales in such order and priority as Collateral Agent
or Mortgagee may in its sole and absolute discretion deem necessary or
advisable. Any foreclosure action(s) may be brought in one county or more than
one county, as Collateral Agent or Mortgagee may elect in its sole discretion.
If, following any such partial foreclosure sale, any indebtedness secured
hereby, whether or not then due and payable, shall remain unpaid or unsatisfied
in any respect, the Loan Documents and all obligations of Mortgagor and/or
Borrower thereunder shall continue in full force and effect until such unpaid
and unsatisfied indebtedness is fully paid and satisfied as therein
provided.  Collateral Agent's or Mortgagee's pursuit of any remedy
shall not preclude the pursuit of any other remedy.  Collateral Agent
or Mortgagee shall have the right from time to time to enforce any legal or
equitable remedy against Mortgagor and/or Borrower and to sue for any sums,
whether interest, principal, taxes, or any other sums required to be paid under
the terms of this Mortgage, as the same become due, without regard to whether or
not the principal sum secured or any other sums secured by the Note and Mortgage
shall be due, and without prejudice to the right of Collateral Agent or
Mortgagee thereafter to enforce any appropriate remedy against Mortgagor,
including an action of foreclosure, or any other action, for a default or
defaults by Mortgagor existing at the time such earlier action was
commenced.  The rights and remedies of Collateral Agent and Mortgagee
under this Mortgage or any other Loan Document shall be cumulative and
concurrent and may be pursued separately, successively or together against
Mortgagor or any other obligor under the Loan Documents.

    


    FIFTEENTH.  Upon the
occurrence of a default under this Mortgage or any of the Loan Documents,
Collateral Agent or Mortgagee, as a matter of right, without consideration of
the value of the Property, or whether the Property is probably insufficient to
discharge the mortgage debt or is in danger of being lost or removed or injured,
and irrespective of the solvency or insolvency of Mortgagor or the then owner of
the Property, and without notice to Mortgagor or any person claiming under him,
shall be entitled at once to the appointment of a receiver for the Property, to
collect the rents, issues and profits therefrom during the pendency of any
foreclosure, and the proceeds of said receivership shall be applied by said
receiver toward payment of any and all sums secured by this Mortgage, or toward
the payment of such part of the judgment rendered thereon as may remain
unsatisfied after the sale of the Property, or to repay to Collateral Agent or
Mortgagee any advances which Collateral Agent or Mortgagee may make for taxes,
assessments, insurance or other charges or activities as herein provided,
together with interest thereon at the same rate as specified in the Note or any
Credit Agreement on the principal thereof after default and maturity, and from
the proceeds of said receivership said receiver may make necessary repairs and
keep the Property in proper condition and repair pending such sale, do all
things necessary for the cultivation of the Crops, pay all taxes and assessments
accrued or accruing or redeem from sales therefor, pay insurance premiums
necessary to keep the Property insured in accordance with the provisions of this
Mortgage, pay other proper charges as herein provided, and pay the expense of
the receivership.  To the extent permitted by law, Mortgagor hereby
waives any right to object to the appointment of a receiver as aforesaid and
expressly consents that such appointment shall be made as an admitted equity and
as a matter of absolute right to Collateral Agent or Mortgagee.

    


    SIXTEENTH.                                In
case this Mortgage be foreclosed by a suit in equity and the Property be sold to
satisfy a decree of foreclosure, the proceeds of such sale shall be applied as
follows:  First, to the expenses incurred hereunder and in connection
with the foreclosure proceeding; second, to attorneys' fees and costs incurred
by Collateral Agent or Mortgagee in connection with the collection of said
indebtedness and the foreclosure of this Mortgage; third, to the payment of
whatever sum or sums Collateral Agent or Mortgagee may have paid or become
liable to pay in carrying out the terms and stipulations of this Mortgage,
together with interest thereon; and finally to the payment and satisfaction of
the Note. The balance, if any, shall, unless the Court decrees otherwise, be
paid into the registry of the Court having jurisdiction of said foreclosure
suit, to abide the further order of said Court.

    


    SEVENTEENTH.  Mortgagor
covenants and represents and warrants to Collateral Agent and Mortgagee that (1)
Mortgagor is lawfully seized of the Real Estate in fee simple and has good right
and lawful authority to sell and encumber the Real Estate, (2) the Real Estate
is free from encumbrances except for (i) this Mortgage, (ii) the lien for
Property Taxes which are not yet due and payable, and (iii) any easements,
restrictions or other title exceptions listed in the owner's affidavit delivered
to Collateral Agent or Mortgagee in connection with this Mortgage Mortgage
or in First American Title Insurance Company Loan Policy No. DME-FAC-579 wherein
Collateral Agent and Mortgagee are the insureds, (3) it shall be lawful
for Collateral Agent or Mortgagee at all times, peaceably and quietly to enter
upon, hold, occupy and enjoy the Property and every part thereof, (4) Mortgagor
will execute or procure any further necessary assurances of title and does
hereby forever warrant generally the title to the Real Estate and will forever
defend the same against the claims and demands of all persons whomsoever, and
(5) Mortgagor and the makers of the Note specifically agree and declare that the
separate estate of each of them, whether vested, contingent or in expectancy, is
hereby conveyed and shall be bound for the payment of the debt hereby secured
and each does hereby expressly waive, release and relinquish all rights and
benefits of any homestead, appraisement, exemption or stay to which they may to
entitled under the laws and/or constitution of the State of Florida, together
with all dower or curtesy rights, and all interests and estates, statutory and
otherwise and of every nature whatsoever in and to the Real Estate.

    


    EIGHTEENTH.  The
giving of written notice addressed to the owners of record of the Real Estate or
addressed to the said owners at their last address actually furnished to
Collateral Agent or Mortgagee, or addressed to the owners at the Real Estate,
and mailed by United States Mail, shall be sufficient notice and demand in any
case arising under this Mortgage which may be required by the provisions hereof
or by law.  This Mortgage cannot be changed except by an agreement in
writing, signed by the party against whom enforcement of the change is
sought.  This Mortgage shall be binding upon, and shall inure to the
benefit of Collateral Agent and Mortgagee and their successors and assigns, and
Mortgagor and Mortgagor's heirs, personal representatives, successors and
assigns.  Wherever used herein, the singular number shall include the
plural and conversely, and the use of any gender shall be applicable to all
genders.  Time is of the essence of all provisions of this Mortgage,
the Note, the Credit Agreement and the other Loan Documents.  If
Mortgagor consists of more than one person, the obligations and liabilities of
such persons hereunder shall be joint and several.  Any provision of
this Mortgage which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction only, be ineffective only to the extent of such prohibition
or unenforceability.  This Mortgage, together with the Note, the
Credit Agreement and other Loan Documents constitutes the entire Agreement
between Mortgagor, Borrower, Collateral Agent and Mortgagee, and supersedes all
prior negotiations, writings, agreements or other understandings between
Mortgagor, Borrower, Collateral Agent and Mortgagee.  This Mortgage
shall be governed by, and construed and enforced in accordance with the laws of
the State of Florida (without application of conflict of law principles), except
and only to the extent the UCC, as hereinafter defined, provides
otherwise.

    


    NINETEENTH. (1) Mortgagor
shall (i) comply with all Environmental Laws (as hereinafter defined), (ii)
immediately remove any Hazardous Substance (as hereinafter defined) found on,
in, under or affecting the Real Estate in violation of Environmental Laws and
dispose of same in compliance with Environmental Laws, and (iii) not permit,
allow or suffer any lien under any Environmental Law to attach to or encumber
the Real Estate or any part thereof or interest therein.  Mortgagor
shall be personally liable for and shall indemnify and defend Collateral Agent
and Mortgagee (with attorneys acceptable to Collateral Agent and Mortgagee) and
hold Collateral Agent and Mortgagee harmless from and against any and all
losses, liabilities, damages, demands, claims, actions, judgments, causes of
action, assessments, penalties, costs and expenses incurred by Collateral Agent
or Mortgagee, including, without limitation, all amounts contributed for
investigation, monitoring, remediation, response action, removal, restoration
and permit acquisition and the fees of outside legal counsel, environmental
experts, and accountants and the charges of in-house legal counsel and
accountants, suffered or incurred by Collateral Agent or Mortgagee, arising out
of or as a result of any (i) Hazardous Substance Activity and/or violation of
Environmental Laws, (ii) investigation, inquiry, order, hearing, action, or
other proceeding by or before any governmental agency in connection with any
Hazardous Substance Activity or violation of Environmental Laws, or (iii) any
claim, demand, action, or proceeding, whether meritorious or not, brought or
asserted against Collateral Agent or Mortgagee or Mortgagor, regardless of when
same is brought or asserted, which directly or indirectly relates to, arises
from or is based on any of the foregoing.  Notwithstanding any
provision herein, the indemnification does not apply to any of the foregoing
losses, damages, demands, etc. arising out of Hazardous Substances introduced on
to the Land by parties unaffiliated with Borrower subsequent to the time
Mortgagee or Collateral Agent  or its or their successors or assigns
acquires title to the Land by foreclosure, deed-in-lieu of foreclosure or other
action.   Mortgagor agrees that, notwithstanding any provision to
the contrary in this Mortgage, this indemnification and hold harmless shall
survive the release or reconveyance of this Mortgage, whether pursuant to
payment in full of the Note, or judicial or non-judicial foreclosure under this
Mortgage, or otherwise.  If Collateral Agent or Mortgagee retains
counsel for advice or other representation in any litigation, contest, dispute,
suit or proceeding (whether instituted by Collateral Agent or Mortgagee,
Mortgagor, or any other party, including any governmental agency charged with
enforcement of any Environmental Law) in any way related to any Environmental
Law or to this paragraph and the indemnities described herein, or to enforce the
indemnities hereunder, then all of the attorneys' fees arising from such
services and all related expenses and court costs shall bear interest, shall be
paid and shall be secured as provided in paragraph SIXTH;
provided, however, that the provisions of this sentence shall not apply to or
include any attorneys’ fees, costs or expenses arising in any litigation,
contest, dispute, suit or proceeding arising out of or relating to Hazardous
Substances introduced unto the Land by parties unaffiliated with the Borrower
after the time Collateral Agent or Mortgagee, or its or their successors or
assigns, acquires title to the Land by foreclosure, deed in lieu of foreclosure
or other action.  If Mortgagor fails to comply with any of the
provisions of this paragraph or any provision of any other Loan Document related
to Hazardous Substances and/or Environmental Laws, Collateral Agent or Mortgagee
shall have the right, but not the obligation, after
reasonable, advance written notice to Mortgagor, to enter upon the Real
Estate and to expend funds to cure such failure by performing such remedial work
as may be necessary to make the Real Estate conform to all Environmental
Laws.  Any amounts expended by Collateral Agent or Mortgagee as a
result thereof shall bear interest, shall be paid and shall be secured as
provided in paragraph SIXTH.  The exercise by Collateral Agent or
Mortgagee of Collateral Agent's or Mortgagee's remedies under this paragraph
shall not operate to place upon Collateral Agent or Mortgagee any responsibility
for the operation, control, care, management or repair of the Property, or make
Collateral Agent or Mortgagee the "owner" or "operator" of the Property or a
"responsible party" within the meaning of Environmental
Laws.  Mortgagor shall provide Collateral Agent or Mortgagee with
prompt written notice (i) upon Mortgagor's becoming aware of any violation of
any Environmental Law relating to the Real Estate, and (ii) upon Mortgagor's
receipt of any notice from any federal, state, municipal or other governmental
agency or authority in connection with any Hazardous Substance on, in, under or
affecting the Real Estate.

    


    (2)  The term "Environmental
Laws" means all present and future federal, state, local and other laws (whether
common law, statutes, ordinances, rules, orders, regulations or otherwise),
permits, and other requirements or guidelines of governmental authorities
applicable to the Real Estate and relating to the environment and environmental
conditions or to any Hazardous Substance or Hazardous Substance Activity and all
amendments thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder), and common law or other principles which
might subject the Real Estate, Mortgagor, and/or Collateral Agent or Mortgagee
to liability (to third parties or otherwise) for any Hazardous Substance
Activity.  The term "Hazardous Substance" means asbestos and any
asbestos containing material; any substance that is then defined or listed in,
or otherwise classified pursuant to, any Environmental Laws or any applicable
laws or regulations as a "hazardous substance", "hazardous material", "hazardous
waste", "infectious waste", "toxic substance", "toxic pollutant" or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or "EP toxicity"; or any
petroleum and drilling fluids, produced waters, and other wastes associated with
the exploration, development or production of crude oil, natural gas, or
geothermal resources.  The term "Hazardous Substance Activity" means
any actual use, packaging, labeling, treatment, leaching, spill, cleanup,
storage, holding, existence, release, emission, discharge, generation,
processing, abatement, removal, disposition, handling or transportation of any
Hazardous Substance in violation of any Environmental Laws, or which is or may
become the subject of any third party claim (regardless of the grounds,
veracity, or accuracy of such third party claim), from, under, into or on the
Real Estate in violation of any Environmental Law or surrounding property (but
only concerning surrounding property to the extent of seepage, release,
discharge, migration, disposal or other actions from the Real Estate to the
surrounding property or from the surrounding property to the Real Estate). Notwithstanding
any other provision of this paragraph NINETEENTH, to the extent “Hazardous
Substance” may be deemed to refer to or include those materials that are
customarily used in the ordinary course of Mortgagor’s agricultural business
relating to the Property, such materials may be used in the ordinary course of
Mortgagor’s agriculture business relating to the Property provided that such
materials are used and stored in compliance with the requirements of all
Environmental Laws.

    


    TWENTIETH.  (1)                                Without
limiting the obligation of Mortgagor to pay all Property Taxes and to obtain and
pay the premiums for all insurance policies required under the Loan Documents
("Insurance Premiums") as and when the same are due and payable, Mortgagor
shall, at Collateral Agent's or Mortgagee's option but only after the occurrence
of an event of default, pay to Collateral Agent or Mortgagee on the first day of
each and every month following the giving of notice by Collateral Agent or
Mortgagee to Mortgagor requiring such deposits, (i) an amount equal to one
twelfth (1/12) of all Property Taxes to become payable during the ensuing twelve
(12) months, as estimated from time to time by Collateral Agent or Mortgagee
(but with the first such payment to be in such amount as shall, with the
succeeding payments, be sufficient to pay the Property Taxes at least thirty
(30) days before they become due and payable), and (ii) an amount on account of
each policy of insurance equal to one twelfth (1/12) of the Insurance Premiums
to become payable during the ensuing twelve (12) months in order to continue
such insurance in full force and effect, as estimated from time to time by
Collateral Agent or Mortgagee (but with the first such payment to be in such
amount as shall, with the succeeding payments, be sufficient to pay the next
Insurance Premiums on account of such insurance due and payable thereafter at
least thirty (30) days before they become due and payable).  All sums
to be deposited with Collateral Agent or Mortgagee pursuant to this paragraph
shall be paid to Collateral Agent or Mortgagee in addition to principal,
interest and any other payments required by the Loan Documents.  From
and after such time as Collateral Agent or Mortgagee gives notice to Mortgagor
requiring escrows for Property Taxes and Insurance Premiums, Mortgagor shall
cause all bills, statements or other documents relating to Property Taxes and
Insurance Premiums to be sent, mailed or otherwise delivered directly to
Collateral Agent or Mortgagee.  Provided that Collateral Agent or
Mortgagee receives such bills, statements and other documents in a timely manner
and provided further that Mortgagor has deposited sufficient funds with
Collateral Agent or Mortgagee pursuant to this paragraph at least thirty (30)
days prior to the date the same are due and payable, Collateral Agent or
Mortgagee shall pay Property Taxes and Insurance Premiums out of the funds
deposited with Collateral Agent or Mortgagee pursuant to this paragraph in
accordance with such bills, statements and other documents, prior to such time
as the same shall become delinquent.  Mortgagor shall be solely
responsible for causing all bills, statements and other documents relating to
Property Taxes and Insurance Premiums to be delivered to Collateral Agent or
Mortgagee and for depositing sufficient sums with Collateral Agent or Mortgagee
to pay for the same.  Neither Collateral Agent or Mortgagee shall have
any obligation (and no liability for its failure) to obtain any such bills,
statements or other documents or to advise Mortgagor whether or not Collateral
Agent or Mortgagee has received the same, or to make demand upon Mortgagor for
any deficit in the funds so held by Collateral Agent or
Mortgagee.  Collateral Agent or Mortgagee may, in its sole discretion,
designate a third party to maintain the escrow for Property Taxes and Insurance
Premiums provided for herein, on such terms and conditions as may be
satisfactory to Collateral Agent or Mortgagee.  Mortgagor shall on
demand pay the reasonable fees of such third party, which may be an affiliate or
subsidiary of Collateral Agent or Mortgagee.  At Collateral Agent's or
Mortgagee's option, the amount of such third party’s reasonable fees shall be
added to the amount estimated by Collateral Agent, Mortgagee or such third party
to be paid into escrow pursuant to this paragraph and may be paid out of such
escrow to such third party as and when such reasonable fees are due and payable
before the application of such funds to the payment of Property Taxes and
Insurance.

    


    (2)           If
funds paid to Collateral Agent or Mortgagee in escrow pursuant to this paragraph
are at any time insufficient to pay any installment of Property Taxes or any
Insurance Premiums on or before the same becomes due and payable, then Mortgagor
shall pay to Collateral Agent or Mortgagee promptly upon demand any amount
necessary to make up the deficiency at least thirty (30) days before same shall
become due and payable.  If at any time the funds deposited with
Collateral Agent or Mortgagee exceed the amount deemed necessary by Collateral
Agent or Mortgagee to pay such Property Taxes and Insurance Premiums as may then
or subsequently be due, such excess shall be credited to Mortgagor on the next
monthly installment or installments of such funds to be deposited with
Collateral Agent or Mortgagee on account of Property Taxes and Insurance
Premiums.  Upon termination
of any escrow for Property Taxes and/or Insurance Premiums, and upon
payment of all indebtedness and performance of all obligations secured by this
Mortgage, Collateral Agent or Mortgagee shall promptly refund to Mortgagor the
unexpended balance of any funds then held by Collateral Agent or Mortgagee in
escrow pursuant to this paragraph.  Nothing herein shall cause
Collateral Agent or Mortgagee to be deemed a trustee of such funds or be
obligated to pay any amounts in excess of the amount of funds deposited with
Collateral Agent or Mortgagee in escrow pursuant to this
paragraph.  All sums held in escrow from time to time shall be held in
a non-interest bearing account or accounts, may be commingled with other funds
of Collateral Agent or Mortgagee, and shall constitute additional collateral
security for all indebtedness and other obligations secured by this
Mortgage.  Following the occurrence of any default under this Mortgage
or the other Loan Documents, Collateral Agent or Mortgagee shall have the right,
at its option, to apply all or any part of the funds then held by Collateral
Agent or Mortgagee in escrow, to any sums then due and payable to Collateral
Agent or Mortgagee, by acceleration or otherwise, in such order as Collateral
Agent or Mortgagee may elect, instead of applying the same to the payment of
Property Taxes and Insurance Premiums as otherwise provided herein.

    


    TWENTY-FIRST.  This
Mortgage is a "security agreement" and creates a "security interest" in favor of
Collateral Agent for the benefit of Mortgagee as a "secured party" pursuant to
the Uniform Commercial Code (“UCC”) as in effect from time to time in the state
where the Collateral is located except to the extent the UCC provides for the
application of the law of the state of location of the Mortgagor in which event
the UCC as in effect from time to time, in such state shall apply, with respect
to all property included in the Property which is covered by the
UCC.  Collateral Agent and Mortgagee shall have all rights and
remedies of a secured party with respect to such property.  Mortgagor,
Collateral Agent and Mortgagee agree that the mention of any portion of the
Property in a financing statement shall never impair in any way their declared
intention that all items of collateral described in this Mortgage are part of
the real estate encumbered hereby to the fullest extent permitted by
law.  This Mortgage shall be sufficient as a financing statement and
is intended to be filed for record in the real estate
records.  Mortgagor authorizes Collateral Agent or Mortgagee to file
one or more financing statements and continuation statements, at Mortgagor's
expense, describing the Collateral and hereby ratifies any such financing
statement or continuation statement previously filed by Collateral Agent or
Mortgagee.  Mortgagor will, from time to time, within ten (10) days
after request by the Collateral Agent or Mortgagee, execute, acknowledge and
deliver any document that the Collateral Agent or Mortgagee might request in
order to perfect, protect, preserve, continue, extend or maintain the security
interest created by and the priority of this Mortgage and will, on demand, pay
any expenses incurred by the Collateral Agent or Mortgagee in the preparation,
execution and filing of any such documents.  Mortgagor represents and
warrants that:  (a) all Collateral is located in the state in which
the Real Estate is located; (b) Mortgagor’s chief executive office or principal
residence is Mortgagor’s address set forth in the first paragraph of this
Mortgage; (c) Mortgagor’s state of organization, if applicable, is as set forth
in the first paragraph of this Mortgage; and (d) Mortgagor’s exact legal name is
as set forth in the first paragraph of this Mortgage.

    


    TWENTY-SECOND.  In
order to induce Mortgagee to extend the credit secured hereby, Mortgagor
represents and warrants to Mortgagee that (1) except as previously or
concurrently disclosed in writing to Collateral Agent or Mortgagee, there are no
actions, suits or proceedings pending or threatened against or affecting
Mortgagor or any portion of the Property or involving the validity or
enforceability of this Mortgage or the priority of its lien, before any court of
law or equity or any tribunal, administrative board or governmental authority,
and Mortgagor is not in default under any other indebtedness or with respect to
any order, writ, injunction, decree, judgment or demand of any court or any
governmental authority, (2) the execution and delivery of this Mortgage and all
other Loan Documents do not and shall not (i) violate any provisions of any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award applicable to Mortgagor, nor (ii) result in a breach of, or constitute a
default under, any indenture, bond, mortgage, lease, instrument, credit
agreement, undertaking, contract or other agreement to which Mortgagor is a
party or by which its properties may be bound or affected, (3) this Mortgage and
all other Loan Documents constitute valid and binding obligations of Mortgagor,
enforceable against Mortgagor in accordance with their respective terms, (4) all
financial statements of Mortgagor previously delivered to Collateral Agent or
Mortgagee have been prepared in accordance with generally accepted accounting
principles consistently applied and fairly present the respective correct
financial condition of Mortgagor as of their respective dates, and the foregoing
shall be true with respect to all financial statements of Mortgagor delivered to
Collateral Agent or Mortgagee hereafter, (5) there is no fact that Mortgagor has
not disclosed to Collateral Agent or Mortgagee in writing that could materially
adversely affect Mortgagor's properties, business or financial condition or the
Property or any other collateral for the indebtedness, (6) Mortgagor has duly
obtained all permits, licenses, approvals and consents from, and made all
filings with, any governmental authority (and the same have not lapsed nor been
rescinded or revoked) which are necessary in connection with the execution or
delivery or enforcement of this Mortgage or any other Loan Document or the
performance of Mortgagor's obligations thereunder, or the operation of the
Mortgaged Property for its intended use, (7) the proceeds of the indebtedness
are not being used to purchase or carry any "margin stock" within the meaning of
Regulation "U" of the Board of Governors of the Federal Reserve System, nor to
extend credit to others for that purpose, (8) the Property does not represent
the proceeds of some form of unlawful activity under all state, federal or
foreign law, and (9) if any Mortgagor is a corporation, partnership or other
business entity, (i) such entity is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its creation and the State of
Florida, and has all requisite power and authority (corporate or otherwise) to
conduct its business, to own its properties, to execute and deliver this
Mortgage and all other Loan Documents executed by it, and to perform its
obligations under the same, and (ii) the execution, delivery and performance of
this Mortgage and all other such Loan Documents by such entity have been duly
authorized by all necessary actions (corporate or otherwise) and do not require
the consent or approval of its stockholders (if a corporation), members (if a
limited liability company), or of any other person or entity whose consent has
not been obtained, and do not and shall not conflict with any provision of its
bylaws or articles of incorporation, partnership agreement, trust agreement or
other document pursuant to which it was created and exists.  To
Mortgagor’s knowledge, after having made reasonable inquiry, Mortgagor, its
shareholders, partners or members, each guarantor under the Loan Documents, and
each tenant on the Premises neither is or will be a person with whom Collateral
Agent or Mortgagee is restricted from doing business under regulations of the
Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury of
the United States of America (including, those persons named on OFAC’s Specially
Designated and Blocked Persons list) or under any statute, executive order
(including, the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action, and is not and shall not engage in any
dealings or transactions or otherwise be associated with such
persons.

    


    TWENTY-THIRD.  This
Mortgage shall secure such future advances as may be made by Collateral Agent or
Mortgagee, at its option and for any purpose, within twenty (20) years from the
date of this Mortgage.  All such future advances shall be secured to
the same extent as if made on the date of the execution of this Mortgage, and
shall take priority as to third persons without actual notice from the time this
Mortgage is filed for record as provided by law.  The total amount of
indebtedness secured by this Mortgage may decrease or increase from time to
time, but the total unpaid balance so secured at any one time shall not exceed
the maximum principal amount of $200,000,000.00 (if no amount is inserted in the
foregoing blank space, then the maximum principal amount shall be twice the
original principal amount of the indebtedness identified on the first page of
this Mortgage), plus interest and any disbursements made for the payment of
taxes, levies or insurance on the Property, with interest on those
disbursements, plus any increase in the principal balance as the result of
negative amortization or deferred interest.  Without Collateral
Agent's or Mortgagee's prior written consent, which Collateral Agent or
Mortgagee may grant or withhold in its sole discretion, Mortgagor shall not file
for record any notice limiting the maximum principal amount that may be secured
by this Mortgage to a sum less than the maximum principal amount set forth in
this paragraph.  Any such filing without Collateral Agent's or
Mortgagee's prior written consent shall, at Collateral Agent's or Mortgagee's
sole option, constitute a default under this Mortgage and the other Loan
Documents.

    


    TWENTY-FOURTH. Mortgagor has
advised Mortgagee that it may, from time to time, request the consent of
Mortgagee and Collateral Agent for certain servicing accommodations or
modifications (e.g., consent to conservation easements, consent to increased or
decreased zoning building densities, partial releases or consents to easements
related to highway construction, etc.). Any such requests shall be subject to
the following conditions:

    


    
      	
              a.  

            	
              The
      Mortgagee must receive a written request on forms provided by Mortgagee
      and signed by Mortgagor together with a reasonable service charge
      determined by Mortgagee for the
accommodation.

            


    

     

    
      	
              b.  

            	
              The
      Note must be current as to all required payments, and there must be no
      event of default in effect or any event which with the passage of time or
      the giving of notice or both would be become an event of
      default.

            


    

     

    
      	
              c.  

            	
              There
      shall have been no adverse material changes in the financial condition of
      the Mortgagor, any obligor under the Note or any
  guarantor.

            


    

     

    
      	
              d.  

            	
              The
      use and value of the security (either as to remaining collateral or as
      such collateral may be modified by such accommodations) shall be
      satisfactory to each Mortgagee, in its sole discretion.  Factors
      that Mortgagee shall consider shall include, without limitation, the
      presence or absence of adequate water rights and rights to transport or
      drain water for agricultural purposes and/or the presence or absence of
      adequate legal and actual access from public roads to and from the
      remaining security.

            


    

     

    
      	
              e.  

            	
              The
      security and any parcel being released shall be in compliance with local
      zoning, land use, map act and other regulations both before and after such
      accommodation.

            


    

     

    
      	
              f.  

            	
              Mortgagor
      agrees to pay all fees, legal expenses and other out-of-pocket costs of
      Mortgagee incidental to such accommodation, including principal prepayment
      charges, if any,  set forth in the Note or Credit Agreement
      associated with any principal
reduction.

            


    

     

    
      	
              g.  

            	
              Each
      Mortgagee, in its sole discretion, may require a principal reduction for
      such accommodations or parcels being released and/or non-disturbance
      agreements reasonably satisfactory to Mortgagee with respect to any such
      agreements that are continuing in
nature.

            


    

     

    TWENTY-FIFTH. Any
provision of the Note, including any exhibit(s) thereto, providing for the
compounding of interest is incorporated herein by this reference as if set out
in full.

    


    TWENTY-SIXTH.  COLLATERAL
AGENT, MORTGAGEE, MORTGAGOR AND EACH OTHER OBLIGOR UNDER THE LOAN DOCUMENTS
HEREBY SEVERALLY, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVE ANY AND ALL
RIGHTS TO TRIAL BY JURY AND WAIVE THE RIGHT TO CLAIM OR RECEIVE CONSEQUENTIAL OR
PUNITIVE DAMAGES IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT, OF OR IN
CONNECTION WITH, OR IN ANY WAY RELATING TO, DIRECTLY OR INDIRECTLY, THE
INDEBTEDNESS SECURED HEREBY, THIS MORTGAGE, THE NOTE, THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT, ANY COLLATERAL THEREFOR, AND/OR ANY RELATIONSHIP,
COURSE OF CONDUCT OR DEALINGS OR NEGOTIATIONS BETWEEN MORTGAGOR AND COLLATERAL
AGENT OR MORTGAGEE, OR ANY OTHER OBLIGORS UNDER THE LOAN DOCUMENTS, PERTAINING
TO ANY OF THE FOREGOING, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING
CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM.  EACH OF
MORTGAGOR AND SAID OBLIGORS SEVERALLY ACKNOWLEDGE THAT THIS WAIVER OF JURY TRIAL
AND CONSEQUENTIAL AND PUNITIVE DAMAGES IS A MATERIAL INDUCEMENT TO MORTGAGEE IN
EXTENDING THE CREDIT SECURED HEREIN, THAT MORTGAGEE WOULD NOT HAVE EXTENDED SUCH
CREDIT WITHOUT THIS WAIVER, AND THAT EACH PARTY HAS BEEN REPRESENTED BY
INDEPENDENT LEGAL COUNSEL, SELECTED BY SUCH PARTY'S OWN FREE WILL, OR HAS HAD AN
OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS
MORTGAGE AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

    


    


    


    


    


    


    


    


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    IN WITNESS WHEREOF, the
undersigned has signed, sealed and delivered this Mortgage the day, month and
year first above written.

    


    


    Signed,
sealed and delivered in
the                                                                           MORTGAGOR:

    in the
presence of:

    ALICO,
INC., a Florida corporation

     

    /S/ Denise
Plair                                                                                                                 
      By: /S/ JD
Alexander

    Print
Name: _Denise
Plair
___________                                                                            Its: Chief Executive
Officer

    


    /S/ Laura M.
Brown                                                                                           [corporate
seal]

    Print Name: __Laura M.
Brown_______

    Mortgagor’s
Organizational Identification Number:

     

    59-0906081

    


    


    


    STATE OF
FLORIDA                                                      )

    ) SS:

    COUNTY OF
__Polk_____                                                      )

     

    The
foregoing instrument was acknowledged before me this 8th day of September, 2010
by JD Alexander as Chief Executive Officer of ALICO, INC., a Florida
corporation, on behalf of the corporation.  He is personally known to
me or has produced ______________________________________ as
identification.

    


    (SEAL)

    __/S/ Laura M.
Brown________________

    Notary
Public

    


    _____Laura M.
Brown________________

    Typed or
printed name of Notary Public

    


    My
commission expires:  1/22/2013

    


    Serial
number, if any:  DD848669

     
 


    
      
        
           

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    Legal 

     

     

     

    

     

    

     

    

     

     

     

    

     

     

    

     

    

    

     

     

    

     

     

    

     

     

     

     

    

     

     

     

    

     

     

     

     

    

     

    

     

     

    

     

     

    

     

    

     

    

     

    

     

     

    

     

     

     

     

     

     

     

     


    
      
        
           

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    Schedule
“A-1”

    


    Identification of “Citrus
Groves” and “Collins Slough/Hill Grade Tract”

    


    


    


    


    
      	
              County - Tract Name

            	
              Citrus Grove

            	
              Collins Slough/Hill Grade
    Tract

            
	
              Polk
      – Bereah Grove

            	
              Parcels
      1 thru 7

            	 
      
	
              Polk
      – Lake Patrick (Babson)

            	
              Parcels
      8 thru 10

            	 
      
	
              Polk
      – Lake Patrick (North Patrick)

            	
              Parcels
      11 thru 13

            	 
      
	
              Polk
      – Lake Patrick (Lake Patrick)

            	
              Parcels
      14 thru 17

            	 
      
	
              Polk
      – Lake Patrick (Ida)

            	
              Parcels
      18 thru 20

            	 
      
	
              Polk
      – Oak Island (Parson Brown)

            	
              Parcel
      21

            	 
      
	
              Polk
      – Oak Island (Driscoll)

            	
              Parcels
      22 and 23

            	 
      
	
              Polk
      – Oak Island (Pittsburgh)

            	
              Parcels
      24 thru 26

            	 
      
	
              Polk
      – Oak Island (Oak Island)

            	
              Parcels
      27 thru 29

            	 
      
	
              Polk
      – Oak Island (Livingston)

            	
              Parcel
      30

            	 
      
	
              Hendry
      – Collins Slough

            	 
      	
              Parcels
      1 thru 6

            
	
              Hendry
      – Hill Grade

            	 
      	
              Parcels
      7 thru 35

            
	
              Hendry
      – Felda Grove

            	
              Parcel
      36

            	 
      
	
              Collier
      – Felda Grove

            	
              Parcels
      11 thru 16

            	 
      
	
              Collier
      – Corkscrew Grove

            	
              Parcels
      1 thru 10

            	 
      


    


    
      
        
           

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    Exhibit "B"

    


    Personal
Property

    


    


    All
fixtures, all farm products including but not limited to crops, water rights,
equipment and machinery (excluding, however, automobiles, trucks, tractors,
trailers, wheeled vehicles, planting and tillage equipment), watering and
irrigation apparatus, pumps, motors, generators, pipes, center pivot irrigators
and sprinklers, frost protection apparatus, windmills, fences, fixtures,
fittings, appliances, whether any of the foregoing is owned now or acquired
later; all accessions, additions, replacements, and substitutions relating to
any of the foregoing:  all records of any kind  relating to
any of the foregoing; all proceeds relating to any of the foregoing (including
insurance, general intangibles and accounts proceeds).The foregoing apply only
to such items that are affixed to, placed upon, grown upon, or used in
connection with the Land and  Improvements.


    
      
        
           

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