Exhibit




Loan  Numbers:
717610897
717610898










LOAN AGREEMENT


THIS LOAN AGREEMENT   (the "Agreement")  is made and entered into as of the 4th day   of  September, 2014   (the   "Effective    Date"),   by   and   among   734   CITRUS HOLDINGS,  LLC,  a Florida  limited  liability  company,  734 LMC  GROVES,  LLC, a Florida limited  liability  company,  734  CO-OP  GROVES,   LLC,  a Florida  limited  liability  company, 734 BLP GROVES,  LLC,  a Florida  limited  liability  company,  and 734 HARVEST,  LLC,  a Florida  limited  liability  company,   being  collectively  referred  to as the "Borrower"  (and unless otherwise   provided   the  term  "Borrower"   shall  apply  to  each  of  said  four  limited  liability companies both separately  and collectively),  jointly  and severally,  all having  an office and place of  business   at   181  Highway    630   East,   Frostproof,    Florida   33843   and   PRUDENTIAL MORTGAGE  CAPITAL  COMPANY,  LLC,  a Delaware  limited  liability company, having an office  and  place  of  business   at  801  Warrenville   Road,  Suite  150, Lisle,  Illinois  60532-1357 (referred to herein as the "Lender).


WITNESSETH:


WHEREAS,  Borrower, on even  date herewith,  has  executed  (a) Promissory  Note E to Lender   in   the   amount    of   Five   Million   Five   Hundred    Thousand    and   No/100 Dollars ($5,500,000.00)   in  lawful  money  of  the  United  States  of  America   ("Note  E"  and  the  loan evidenced thereby known  as Loan 717610897  being referred  to as "Loan E") and (b) Promissory Note  F to Lender  in the  amount  of Five  Million  Five  Hundred  Thousand  and No/100 Dollars ($5,500,000.00)   in  lawful  money  of  the  United  States  of  America  ( "Note  F"  and  the  loan evidenced  thereby  known  as Loan  717610898  being  referred  to  as "Loan  F"  and Note  E and Note F are collectively  referred  to as the "Note"  and Loan E and Loan F are collectively referred to as the "Loan");


WHEREAS,   on even  date herewith,  the  Borrower  has  executed  that  certain  Mortgage and  Security  Agreement   (the  "Security   Instrument")   encumbering   the  Premises,   as  defined herein,  and  other  collateral   described   therein,   in  favor  of  Lender,  to  secure  the  Note  to  be recorded on or about the date hereof  in the Public Records of Charlotte County, Florida;


WHEREAS,   on even date herewith,  the Borrower  has executed  that certain Assignment of Leases and Rents  (the "Assignment   of Leases  and Rents")  in seven counterparts  assigning  to Lender  certain  leases  and  rents  described  therein  to secure  the Note  and which Assignment  of Leases  and Rents  is to be recorded  on or about  the date hereof  in the in the Public  Records  of Charlotte  County, Florida;  and







WHEREAS,  the parties desire to set forth certain agreements  as to the Loan.


IN CONSIDERATION   OF the foregoing  facts and other  good and valuable  consideration,  the receipt  and  sufficiency   of  which  is  hereby  acknowledged,   and  of  the  mutual  covenants  and agreements  contained in this Loan Agreement,  the Borrower  and the Lender agree as follows:


ARTICLE I DEFINITIONS


Section  1.1        Definitions.   For the purpose  of this Agreement,  the following terms shall have the respective  meanings  specified  in this Section  1.1 which  apply to both the singular and plural forms of such terms:


"Account"  shall mean account as defined  in the UCC.


"Affiliate"  shall  mean  any  Person  directly  or  indirectly   controlling,   controlled  by,  or under direct or indirect  common  control  with any Person. A Person shall be deemed to control a corporation   if  such  Person  possesses,   directly  or  indirectly,  the  power  to  direct  or  cause  the direction  of the management  and policies  of such corporation,  whether  through the ownership of voting securities,  by contract or otherwise,


"Agreement"  shall mean  this agreement  as originally  executed  by the patties  hereto and all  permitted   amendments,  supplements   and  modifications   hereof,  including  all  exhibits  and schedules.


"Business   Day"  shall  mean  each  Monday   through   Friday  except  for  days  in  which commercial  banks are not authorized  to open or are required by law to close in the State in which the place designated by Lender for payments  under the Note is located.


"Collateral"  shall mean  the Premises  and all other property  encumbered  by the Security
Instrument  and other Loan Documents  and the products  and proceeds thereof.


"Costs" shall mean  all costs,  expenses,  losses  and damages  sustained  or incurred by the Lender  because  of or  as  a result  of  any  default  or  any one  or more  Events  of Default  of the Borrower  under  this  Agreement,   the  Loan  Documents   or  any  of  them,  or  in realizing  upon, protecting,   perfecting,   defending   or  enforcing,  or  any  combination   thereof,   the  rights  and remedies  of the Lender under  this Agreement, the Loan Documents,  or any of them, including, without  limitation,  all attorney's  fees and costs, including  paralegal  fees in all legal proceedings, including  administrative,   trial,  appellate, probate, bankruptcy  or any other legal or administrative proceeding,  regardless  of whether  suit  is brought,  all environmental   consultants  and engineers fees and costs and all appraisers  fees and costs.


"Crops"  shall mean all growing  crops  and future crops now growing  or hereafter  grown on   the   Premises   or   any   part   thereof   whether   Fructus   Naturales   or  Fructus   Industriales ("Emblements")    including,  but  not  by  way  of  limitation,   all  citrus  crops,  row  crops  and vegetables,   whether  mature  or  immature   and  whether  now  owned  or  now  planted  and  now







growing  on the Premises  or any part thereof  or hereafter  acquired  or planted  and grown on the
Premises  or any part thereof and all by-products  thereof








"Debt" shall mean debt as determined  and calculated  under GAAP.


"Default Rate" shall mean the interest  rate specified  in the Note E as  the Default Rate as to monetary  sums due thereunder,  the interest  rate specified  in Note F as the Default Rate as to monetary  sums due thereunder  and as to other  sums  due under  the other  Loan Documents,  the higher of the Default Rate under Note E and Note F.


"Due Date"  shall mean the date any payment  of principal  or interest  is due and payable on the Note.


"Effective  Date" the date of this Agreement  first set forth above. "Equipment"  shall mean equipment  as defined in the Security Instrument.
"Event  of Default"  shall  mean  an event  of default  specified  in this Agreement  or any other Loan Document.


"Farm  Products"  shall mean farm products  as defined in the UCC whether now owned or hereafter  acquired including but not by way of limitation,  Crops.


"Financing  Statements"  shall mean any financing  statement or statements recorded and/or filed  for the purpose  of perfecting  the Security  Interest  in the Collateral  or any portion thereof, under the UCC or any other state law.


"Fiscal  Year"  shall  mean  the  fiscal  year  of the  Borrower  ending  on  June  30 in each calendar  year.  Subsequent  changes of the Fiscal Year shall not change the term, "Fiscal Year" as used herein, unless the Lender shall consent  in writing to such changes.


"Fixtures"  shall  mean  Goods  determined   to be fixtures  under  the laws  of Florida  as to
Goods located on Real Property  located in Florida.


"GAAP"  shall mean  generally  accepted  accounting  principles  consistently  applied to the particular  item.


"Goods"  shall mean goods under the UCC other than Equipment  not within the definition of Equipment  in the Security Instrument.


"Intercreditor    Agreement"    shall   mean   any  Intercreditor   Agreement   or  Intercreditor
Agreements  between  Lender and the LOC Lender now or hereafter entered into.







"Interest Rate" shall mean the interest rate specified  in the Note applicable when referring to said term.


"Inventory"  means inventory  as defined in the UCC.


"Loan" shall have the meaning  ascribed thereto in the Recitals herein.


"Loan   Application"    shall  mean   Borrower's    Loan   Application   to  Lender   for  Loan
717610897  and Loan 717610898.


"Loan  Commitment"   shall  mean  the  Lender's   commitment   to  make  the  Loan  to  the Borrower  pursuant  to the Loan Application  and the Borrower's   acceptance  thereof on terms and conditions  set forth  in the  letter  from  the  Lender  to the Borrower  as to such  commitment  and acceptance.


"Loan Documents"  shall have the meaning  ascribed  thereto in Section 2.3 herein.


"LOC''   shall  mean  a short  term  loan  or  loans  to Borrower  from  any LOC  Lender  for working  capital purposes.


"LOC  Lender"  the lender or lenders which provide the LOC. "Note" shall mean the Note described  in the Recitals herein.


"Obligations"   with  respect  to  Borrower,  shall  mean,  individually   and  collectively,  all payment   and  performance   duties,   obligations   and  liabilities   of  the  Borrower  to  the  Lender, however  and whenever  incurred,  acquired  or evidenced,  whether primary  or secondary, direct or indirect,  absolute  or  contingent,  sole  or joint   and  several,  due  or  to  become  due,  including, without  limitation,  all Costs and all such duties,  obligations  and liabilities  of the Borrower to the Lender,    under   and   pursuant    to   the   Loan   Documents    and   all   renewals,    replacements, modifications,  extensions,  increases  and amendments  of any thereof.


"Permitted  Liens"   shall mean: (i) liens imposed  by law for taxes, assessments or charges or levies of any governmental  authority  not yet due or which are being contested in good faith by appropriate  proceedings   and  with  respect  to which  adequate  reserves  are being  maintained  in accordance   with  GAAP;  (ii)  statutory   liens  of  suppliers  carriers,  warehousemen,   mechanics, materialmen  and similar Liens arising by operation  of law in the ordinary  course of business  for amounts  not yet due or which  are being  contested  in good faith by appropriate  proceedings  and with  respect  to which  adequate  reserves  are being  maintained  in accordance  with  GAAP;  (iii) pledges,  liens and deposits  made in the ordinary  course of business  in compliance with workers' compensation,   unemployment    insurance   and  other   social  security   laws  or  regulations;   (iv) deposits  or liens to secure the performance  of bids,  trade contracts,  leases, statutory obligations, surety  and appeal bonds,  performance  bonds  and other obligations  of a like nature, in each case in the ordinary  course  of business;  (v) easements,  zoning restrictions,  rights-of-way  and similar encumbrances  on real property  imposed  by law or arising in the ordinary course of business that do  not  secure  any  monetary  obligations   and  do  not  materially  detract  from  the  value  of  the







affected property  or materially  interfere  with the ordinary  conduct  of business  of the Borrower; (vi) extensions,  renewals  or replacements  of any  lien  referred  to in paragraphs  (i) through  (v) above, provided  that the principal  amount of the obligation  secured thereby  is not increased and that any such extension,  renewal  or replacement  is limited to the property  originally encumbered thereby;   (vii)  statutory   liens  on  deposit  accounts  maintained   with,  or  other  property  in  the custody of, a depositary  bank pursuant  to its general business  terms and in the ordinary course of business,  provided  that such Liens do not secure any Debt; (viii) liens that are contractual rights of  set-off  relating  to  purchase   orders  and  other  agreements   entered  into  with  customers  of Borrower  in the ordinary  course  of business;  and (ix)  liens arising  out of conditional  sale, title retention,  consignment  or similar arrangements  for sale of goods entered into by the Borrower in the ordinary course of business  or liens arising by operation  of law  under Article 2 of the UCC in favor of a reclaiming  seller of goods or buyer of goods.


"Person"  shall  mean  any individual,  joint  venture,  partnership,  film,  corporation,  trust, unincorporated   organization   or  other  organizational   entity,  or  a  governmental   body  or  any department  or agency thereof, and shall include both the singular and the plural.


"Place   of  Business"   shall   mean   those   places   of  business   in  which   the  Borrower undertakes  its business  and shall include the Principal  Place of Business.


"Premises"  shall have the meaning  ascribed  thereto in the Security Instrument.


"Principal   Place   of  Business"   shall   mean   the  principal   place   of  business   and  the headquarters   of the  Borrower  at which  place  all of Borrower's   records  are kept  and which  is currently located at 181 Highway  630 East, Frostproof,  Florida 33843.


"Proceeds"  shall mean proceeds  as defined in the UCC.


"Real  Property"   shall  mean  those  parcels  of  land  described  in  Exhibit "A"   attached hereto  located in Charlotte  County,  Florida, and all leasehold  interests  therein, all improvements and Fixtures  located  thereon  or   attached  thereto  and  all easements,  tenements,  hereditaments, appurtenances,  profits,  rents, insurance  and condemnation  proceeds paid in connection therewith, and all Accounts,  Chattel  Paper and General Intangibles  pertaining  to, connected with or arising out of the foregoing.


"Security   Instrument"     Shall  mean  that  certain  Security  Instrument  as  defined  in the
Recitals.


"Security  Interest"  shall mean the security  interest  granted in the Collateral to the Lender pursuant  to the Security  Instrument  and other Loan Documents.


"Subsidiary"   or "Subsidiaries"   means,  as to any particular  parent  corporation  or parent organization,   any  other   corporation   or  organization   more  than  fifty  percent   (50%)  of  the outstanding  Voting  Stock  of which  is at the  time  directly  or  indirectly  owned by such parent corporation   or  organization    or  by   any  one   or  more   other   entities   which  themselves   are subsidiaries  of such parent  corporation  or organization.  Unless  otherwise  expressly noted herein,







the  term   "Subsidiary"     means   a  Subsidiary    of  the  Borrower    or  of  any  of  its  direct   or  indirect Subsidiaries.








"Voting   Stock"   of any  Person  means   capital   stock  or other  equity  interests   of any  class  or classes   (however   designated)    having   ordinary   power   for the  election   of directors   or other  similar governing    body  of  such  Person,   other  than  stock  or  equity   interests   having   such  power   only  by reason   of the happening    of a contingency.


"UCC"  shall  mean  the  Uniform   Commercial    Code  as adopted   in the  State  of Florida.


Section   1.2       Other  Definitional    Provisions.     All  of the  terms  defined   in this Agreement shall have  such  defined   meanings    when  used  in  other   Loan  Documents unless   the  context   shall
otherwise   require.   Capitalized    terms  used  herein,   but   not  herein  defined,   shall  have  the meanings ascribed   thereto   in the  other   Loan  Documents.       All  terms   defined   or used  in this  Agreement    in the  singular   shall  have  comparable    meanings    when  used  in the plural,   and  vice  versa.  The  words "hereby",    "hereto",    "hereof",    "herein",    "hereunder"     and  words   of  similar   import   when  used  in this  Agreement    shall  refer  to this  Agreement    as a whole   and  not  to any particular   provision   of the this  Agreement.     The  use  of  the  words   "to",   "until",   "on",   and  words   of  similar   import   in  this Agreement,     in  indicating    expiration,     shall   be  interpreted     to  include   the   date   mentioned.    The neuter   genders   are  used   herein   and  whenever    used   if the  context   so  indicates,    shall  include   the masculine,    feminine   and  neuter   as well.  Whenever    in this  Agreement    any  of the  parties  hereto  is referred     to,    such    reference      shall    be    deemed     to    include     the    heirs,     devisees,     personal representatives,      successors    and  assigns   of  such  party   unless   the  context   shall  expressly   provide otherwise.


ARTICLE II THE LOAN


Section 2.1      Loan.   The Loan consists  of Loan E and Loan F as defined in the Recitals to this Agreement  and is being made under the provisions  of Note E and Note F, this Agreement and the other Loan Documents.


Section 2.2      Loan  Proceeds  Use.   The proceeds  of the Loan are being used to acquire the TRB  Groves  in Charlotte  County,  Florida  and Borrower  will use all the funds in the 1031 trust  account  from  the  sale  of  the  Chancey   Bay  released  collateral  from  Loans  717610613,
717610637  and 717610647  to so acquire the TRB Groves.


Section 2.3      Security  Instrument.   The Loan is secured by the Security Instrument,  the Assignment  of Leases  and Rents  and other  loan documents  by Borrower  to Lender or between Borrower  and Lender pertaining to the Loan (collectively,  the "Loan Documents").


Section 2.4      Partial  Release and Substitution  of Collateral.







Borrower    shall,   from   time   to  time,   be  entitled    to  make   a  written   request   (the  "Partial Release    and  Substitution     of  Collateral    Request")    to  Lender   for  a partial   release   of  real  estate Collateral    and   substitution     of  Collateral    for   that   to   be  released    on  the   following    terms   and conditions,    which   if  met,   Lender   shall   approve   and  Borrower    and  Lender   shall,  proceed,   with reasonable    diligence,   to implement,    such  terms  and  conditions   being  as follows:


(a) the  Partial   Release   and  Substitution    Request   shall  provide   (i) a legal  description   of the real   estate   Collateral    to  be  released,    (ii)  a  legal   description    of  the  real  estate   Collateral    to  be substituted;     (iii)     a  detailed    description     of  any   other   Collateral    to  be   substituted;       (iv)  any information    Borrower    has  with  respect   to  the  fair  market   value   of  the  Collateral   to  be  released and  substituted;    and  (v) the  business   reason   for the  partial   release   and  substitution    which  must  be a sound  business   reason.


(b)   the  amount   of real  estate  Collateral    proposed    to be  substituted    for  the  partial   release Collateral    shall   not   exceed    thirty   five   percent    (35%)    of  the   total   gross   acres   of  real   estate Collateral   at the time  of the  Partial  Release   and  Substitution    of Collateral   Request.


(c)   the  Collateral    to  be  substituted      must  be  Florida   agricultural    property   acceptable to Lender  with  a market   value  equivalent   to the real  estate  Collateral   being  released.




( d)   the   partial       release    and   substitution      of   Collateral     must   not      materially     impact Borrower's    repayment     capacity    nor   Borrower's    operations     (including,     but   not   by   way   of limitation     practical     ,     legal    and   cost    efficient     access    to   the   remaining     Collateral     and   the availability     of  utility    services,    drainage,     and   irrigation    to  the   Collateral    over   the   Collateral remaining    after  the  partial   release   and  substitution    of  Collateral    over  such  remaining    Collateral or easement   rights  appurtenant    thereto   sufficient   to adequately    service   such  remaining   Collateral in a cost  efficient   manner).


(e)     Borrower    will   provide    Lender      the   following    documentation     which   needs   to  be satisfactory    to Lender    (i) a title  commitment    for  a loan  title  insurance   policy  in the  amount  of the then  principal   balance   of the  Note  agreeing   to insure   as a first  priority   lien  on the  new  real  estate Collateral     together     with    copies    of   all   documents     referenced     therein    subject    only   to   such exceptions      and    matters     as   Lender     shall    approve     and    (ii)    all   due    diligence     items    and documentation     pertaining    to  the  new  real  estate   Collateral    typically   required   by  Lender    in real estate   mortgage    loan  transactions     such   as real  estate   tax  information,    appraisals,    environmental questionnaires,       irrigation     and   drainage     reports,     plats,    personal     property     inventory,     zoning evidence,   liability   and  other  insurance,    tree  and  crop  insurance,   permits,   contracts,   UCC  searches and  other  documentation.


(f)  to   accommodate    the   Borrower   in   identifying   acceptable   substitute   real   estate collateral,   proceeds   from   said  sale  of  the  partially released   real  estate  Collateral   may  be deposited  into a Pledge  Account  as substitute  collateral.  The Pledge  Account  shall be in cash, cash equivalents  and marketable  financial  securities  that are listed for sale on a public securities exchange  at readily identifiable  prices  including  without  limitation,  stocks, bonds, mutual funds, and treasuries  acceptable  to Lender.   Use of the Pledge Account as substitute Collateral  shall not exceed  twelve  (12) months  and the value  of the pledged  Collateral  in the Pledge  Account shall







not  exceed   fifty  percent    (50%)   of  the  value   of  the  total   Collateral.    Borrower    shall   provide   a perfected   first  lien  security   interest   in the  Pledge   Account   and  there  shall  be a Pledge   Agreement, Account   Control   Agreement    and  other  related   documents    all satisfactory    to Lender   together   with the  financial   intermediary.


(g)   the  Loan  Documents    shall  be  modified   to  provide   Lender    with  a first  mortgage   lien and  security   interest   on the  new  real  estate  Collateral   to secure  the  Loan.


(h)  Borrower    shall  at the  time  of presenting    the  Partial   Release   and  Substitution    Request to  Lender,   pay  Lender    a non-refundable     servicing   fee  not  to  exceed   Five  Thousand    and  No/100 Dollars   ($5,000)   for  evaluating    and processing    the  request.   Borrower   shall  also  pay  the  legal  fees of   Lender's   outside   counsel   in connection   with  the  foregoing    and  all expenses   of the  transaction including    but  not  by  way   of  limitation    any  documentary     stamp   taxes,   intangibles    taxes,   title insurance    premiums,     title   insurance    company    search    charges,    and  recording     and   filing   fees incident   thereto.


Section   2.5        Prepayments.  Prepayments of the Loan, shall be subject to the Prepayment Premium provisions set forth in the applicable Note.


Section   2.6        Cross-Default/Cross       Collateralization      on  a Pari  Passu   Basis.    Capitalized terms  used  in this  Section   not  defined   in this  Agreement    shall  have  the meanings   ascribed   thereto in the  Security   Instrument.      A default   under   (i) any  of Note  A, Note  B, Note  D, Note  E, or Note F,  after  the  expiration    of  any  applicable    grace   and  notice   periods,   shall  be  a default   under  each and  every   one  of  said  notes   and  (ii)  a default   under   any  of  the  Loan  A,  B  and  D Existing   Loan Documents,      as   modified     by   the   2014    Modification      or   the   Second    Amendment     to   Loan Agreement,    or  under   any  of  the  Loan   Documents,     after  the  expiration    of  any  applicable    grace and  notice   periods,   shall  be  a default   under   each  and  every  one  of said  documents.     The  lien  and security     interests     of    the    2013    Original     Security     Instrument,      as   modified     by    the   2014 Modification,     the  2013  Assignment    of  Leases   and  Rents,   as modified   by  the  2014    Modification, or  under   the   other   security    documents     pertaining     to  the   Loan   A,   B   and   D  Existing    Loan Documents,     as  modified    by  the   2014   Modification     and  by  the   Second   Amendment     to  Loan Agreement    and  the  Collateral    encumbered    thereby,   shall  also  secure  the  obligations    of Borrower under  Note  E, Note  F and  the  other  Loan  Documents    on a pari  passu  basis.   The  lien  and  security interests    of   the   Security    Instrument,     the   Assignment     of   Leases    and   Rents,    the   other   Loan Documents    and  the  Collateral    encumbered    thereby,   shall  also  secure  the  obligations    of Borrower under   Note   A,  Note   B,   Note   D  and  the  other   Loan   A,  B  and  D  Existing   Loan   Documents    as modified   by  the  2014  Modification     and  by the  Second   Amendment    to Loan  Agreement    on a pari.passu  basis.    "A  pari  passu   basis",   as used  herein,   shall  mean  that  such  liens  and security   interests shall  be  apportioned    among   Loan  A, Loan  B,  Loan  D,  Loan  E and  Loan  F by using  a percentage for  each  of  Loan   A,  Loan   B,  Loan  D,  Loan   E  and  Loan   F  calculated   by  dividing   (x)  the  sum owing   under   the  subject   loan  by  (y) the  total  of  all  sums  owing  under  all  of said  loans  together, as  such  sums   change   from   time  to  time.    No  present   and/or   future  holder   of  such  loans  shall  be entitled    to  make   any   future   advances    or  modifications      to  any  of  such   loans   except   with   the advance   written   consent   of  all the  holders   of all  of said  loans  at the  time  thereof.    Each  holder  of such   loans   shall,    at  the  request    of  the  other,   from   time   to  time,   execute   record   and  file  such







documents  reasonably  necessary  to carry out the foregoing  provisions  and/or to perfect such lien and security interests on the foregoing basis.






ARTICLE III REPRESENTATIONS   AND WARRANTIES


The   Borrower   represents    and  warrants   to  the   Lender   (which   representations    and warranties  shall survive the execution  and delivery of the Loan Documents)  that:


Section 3.1      Authority.   Each of the entities included  in the definition of "Borrower"  (i) is  a limited  liability  company  duly  organized,   validly  existing  and in good standing  under the laws  of the State of Florida,  (ii) has  all requisite  power  and authority  to own its properties  and assets  and to carry on its business  as now conducted  and proposed  to be conducted,  (iii) is duly qualified  to do business  and is in good standing  in every jurisdiction   in which  its properties  or assets are owned or the nature of its activities conducted  makes such qualification  necessary,  and (iv) has the power  and authority  to execute  and deliver,  and to perform  its obligations  under the Loan Documents.


Section 3.2      Authorization   of  Loan  for  the  Borrower     The  execution,  delivery  and performance  of the Loan Documents  by each of the entities  constituting  Borrower  (a) have been duly authorized  by all requisite  action  and (b) will not (i) violate  (x) any provision  of law, any governmental  rule  or regulation,  any  order,  writ, judgment,   decree,  determination  or award of any  court,   arbitrator   or  other  agency  of  government,   (y)  the  Articles  of  Organization   and operating  agreement  or  other  governance  documents  of Borrower  or (z)   any provision  of any indenture,  agreement  or other  instrument  to which  Borrower  is a party or by which Borrower or its properties  or assets are bound,  (ii) be in conflict  with, result in a breach of or constitute  (with due  notice  or  lapse  of time  or both)  a default  under  any  such  indenture,  agreement  or other instrument,  or (iii) result in the creation or imposition  of any lien, charge or encumbrance  of any nature  whatsoever  upon  any of the properties  or assets of Borrower  other than as permitted by the terms hereof.


Section  3 .3       Binding  Effect.   This  Agreement,  the Note,  the  Security  Instrument  and the other Loan Documents  when delivered hereunder  will be legal,  valid and binding obligations of Borrower  enforceable  against  Borrower  in accordance  with their respective  terms, except (a) as  enforceability   may  be  limited   by  any  applicable  bankruptcy,   insolvency,    reorganization, moratorium    or   similar   laws   affecting   the   enforceability    of   creditors   rights,    and   (b)  as enforceability   may  be  limited   or qualified   by general  principles  of equity,  whether  raised in a proceeding  at law or equity.


Section 3.4      Agreements.


(1)        Borrower  is not a party to any agreement,  indenture, lease or instrument or subject to any charter or other limited  liability  company  governance  document  restriction,  or any judgment,  order, writ, injunction,  decree,  rule or regulation  materially  and adversely affecting its business, properties,     assets,    operations     or   condition     (financial    or   otherwise).     There    are   no unrealized     losses  with  respect   to any  such  agreement,   indenture,   lease  or instrument.


(2)         Borrower   is not  a patty  to, or otherwise    subject  to any  provision   contained in,  any  instrument    evidencing    indebtedness    of  Borrower,    any  agreement    relating   thereto   or  







any other   contract   or  agreement    which  restricts   or otherwise    limits  the  incurring   of the  indebtedness to  be  evidenced   by the Note.


(3)         Borrower   is not  in default   in the  performance,    observance    or fulfillment   of any  of the  material   obligations,    covenants    or  conditions    contained   in  any  material   agreement   or instrument    to which  it is a party.


(4)         Borrower     enjoys    lawful,    peaceful     and   undisturbed     possession     in   all material    respects   to  all  licenses,    trade   names,   trade   marks,   services   marks   and  patents   used  or whose  use  is contemplated    in the  operation   of its business.




Section   3.5       Litigation,      etc.       There    are   no   undisclosed      actions,     proceedings      or investigations     pending   or,  to the  knowledge    of the  Borrower,    threatened,    against  the  Borrower,   , (or  any  basis   therefor   known    to  the  Borrower)    which,   either   in  any  case  or  in  the  aggregate, might  result  in any material   adverse   change   in the  financial   condition,   business,   prospects,   affairs or  operations    of  the  B01TOwer or  its  properties    or  assets,   or  in  any  material   impairment    of  the right   or  ability   of  the  Borrower     to  carry  on  its  operations    as now  conducted    or  proposed   to be conducted,    or  in any  material   liability   on  the  part  of the  B01TOwer and  none  which   questions   the validity   of this  Agreement,    the  Note  or any  of the  other  Loan  Documents    or of  any  action  taken or to be  taken  in connection    with  the  transactions    contemplated    hereby  or thereby.


Section   3.6       Violation     of   Judicial     or   Governmental      Orders,    Laws,    Ordinances     or Regulations.      The  Borrower   knows   of no  violation   and  has  no notice   of  a violation   of any  court order  or of any  law,  regulation,    ordinance,    rule,   order,  code,  or requirement    of any  governmental authority    having   jurisdiction     over  the  Borrower    that  may  detrimentally     affect   the  business   and operations    of the  Borrower,


Section   3.7       No  Outstanding    Debt.    Borrower     has  no  outstanding    Debt,  except   for the Loan,    any   liabilities     disclosed     to   Lender    in   writing    before    the   Effective     Date   and   other obligations     in  the  nature   of  trade   payables    incurred   by  Borrower    (or  its  predecessor)     in  their ordinary   course   of business.


Section   3.8         Priority   of  Liens   and  Security    Interest.      The   Security    Interest   and  liens granted   to the  Lender   in the  Collateral    shall  be  and  are  a perfected    first  priority   Security   Interest in  the  Collateral    except   for  liens   expressly    permitted    or  provided    in  this  Loan  Agreement,    and there  are  not  and  will  be  no  other   security   interests   or other  liens  other  than  the  Permitted   Liens upon  the  Collateral   during   the  term  of the  Loan  without   the prior  written  consent   of the Lender.


Section   3.9         Solvency.     After   giving   effect  to  the  funding   of  the  Loan,  the  application of  the  proceeds    thereof   as  contemplated     by  this  Agreement    and  the  Loan   Documents,    and  the payment    of  all  estimated    Lender,   legal,   accounting    and  other   fees  related   thereto,   Borrower   is solvent.









Section   3.10     Executive     Offices    and   Location    of   Records.    The   Borrower's     Principal Place   of  Business    is located   at  181  Highway    630  East,   Frostproof,    Florida   33843   and  all  of  its books   and  records   are  and  shall  be maintained    there.


Section   3.11     Regulatory    Compliance.      The  Borrower    has  in the  past  complied   with  and is   presently     complying     in   all  material    respects    with   all   laws   applicable    to   the   Borrower's business.


Section   3.12     Intentionally    Omitted.




Section   3.13     Fair   Labor   Standards    Act.   The   Borrower    has   complied    with,   and   will continue    to  comply   with,   the  provisions    of  the  Fair   Labor   Standards    Act  of  1938,  29  U.S.C. Section    200,   et  seq.,   as  amended    from  time   to  time   (the   "FLSA"),    including    specifically,    but without     limitation,     29   U.S.C.    Section    215(a).    This   representation      and   warranty,     and   each reconfirmation     hereof,   shall  constitute   written   assurance   from  the  Borrower,   given  as of the  date hereof    and   as  of  the   date   of  each   reconfirmation,      that   the  Borrower    has   complied    with   the requirements     of the  FLSA,   in general,   and  29 U .S.C.  Section   215( a)(l)   thereat:   in particular.


Section   3 .14     Intentionally    Omitted.




Section   3.15     Usury.      The   Borrower    believes    that   the  amounts    to  be  received    by  the Lender   which   are  or  which   may  be  deemed   to be  interest   under   any  of the  Loan  Documents    or otherwise    in connection    with  the  transactions    described   herein   constitute   lawful   interest   and  are not  usurious    or  illegal   under   the  laws   of  the  State  of  Florida,   and  no  aspect   of  the  transaction contemplated    by this  Agreement    is intended   to be usurious.


Section   3 .16     Borrower   Setoffs.   The  Borrower   does  not,  as of the  date  hereof,   have  any defenses,    counterclaims,     or  setoffs   with   respect   to  any  sums   to  be  advanced    under   this  Loan Agreement.


Section   3.17     Disclosure     and   No   Representation.      Warranty    or  Document    Untrue.   No representation     or  warranty   made   by  the  Borrower    contained    herein,   the  Loan  Documents,    or  in any  certificate    or  other  document    furnished    or  to be  furnished   by  the  Borrower   pursuant   hereto, or   which    will   be   made    by   the   Borrower     from   time   to   time   in  connection    with   the   Loan Documents    (a)  contains   or  will  contain   any  misrepresentation      or untrue  statement   of fact,  or (b) omits    or  will   omit   to   state   any   material    fact   necessary    to  make   the   statements    therein   not misleading,    unless   otherwise    disclosed    in  writing   to  the  Lender.    There   is  no  fact  known   to the Borrower    which   adversely    affects,   or  which   might   in  the  future   adversely   affect,   the  business, assets,   properties    or  condition,    financial   or  otherwise,    of  the  Borrower,    or  the  Collateral,     except as set  forth  or reflected   in the  Loan  Documents    or otherwise   disclosed   in writing  to the Lender.







Section   3.18     Continuation.     The  Borrower's    warranties    and  representations     contained   in this  Agreement     are  and  shall   remain   correct   and  complete    until   the  Loan   is  paid   in  full.  All representations,      warranties,     covenants    and  agreements     made   to  or  with   the  Lender   by  or  on behalf   of,  or  at  the  request   of  the  Borrower    in  connection    with  this  Agreement    may  be  relied upon  by the  Lender.


Section   3.19     Real  Property.   There  is legal  access   and  adequate   practical   access  to all of the  Real  Property.     Each   of  the  entities   within   the  definition    of  "Borrower"    holding   title  to  any part  of the  Real  Property   is now  and  will  continue   to be  in compliance    with  all of the  terms   of all agreements    binding   upon  the  Real  Property   which  it now  owns.


Section   3 .20     Survival.   All  of the representations     and  warranties   set  forth  in this  Article shall  survive   until  all Obligations    are  satisfied  in full.


ARTICLE  IV
FINANCIAL  COVENANTS  OF THE BORROWER


The Borrower  covenants,  for so long as any of the principal  amount of or interest on the Note is outstanding  and unpaid  or any duty or obligation  of the Borrower hereunder  or under any other Obligation  remains  unpaid  or unperformed,  as follows:


Section 4.1      Financial   Records.   The  Borrower   at  all  times  will  keep  proper   and adequate  records  and books  of account in accordance  with GAAP  consistently  applied  in which the  full, true  and  correct  entries  will be made  of its transactions   and which  will properly  and correctly   reflect  all  items  of  income  and  expense   in  connection   with  the  operation  of  the Borrower's  business  regardless  of whether such income or expense is realized by the Borrower.


Section 4.2      Delivery   of  Financial  Statements   of  the  Borrower.  The  Borrower   will deliver to the Lender copies of each of the following:


(1)       Within  one hundred  twenty  (120) days  after the end of each Fiscal Year, audited  financial  statements  of B01TOwer and its Subsidiaries  on both a consolidated  basis (with appropriate  subsidiary  eliminations),   which  are prepared  in accordance  with GAAP  (consisting of an income  statement,  balance  sheet, statement  of retained  earnings and cash flow, a schedule of all related debt and all contingent  liabilities  and including  all normal and reasonable  financial notes).     They  shall  be  prepared   and  certified  by  a  certified   public  accountant   reasonably acceptable  to the  Lender,  all  in reasonable  detail.    Such  audited  financial  statements  shall  be further certified by the chief financial officer of the Borrower  as being true,  correct, and accurate, as  completely   and  accurately   reflecting   the  financial  transactions   during  the  period  covered thereby   of  Borrower   and  its  consolidated   Subsidiaries,   and  as  completely   and  accurately reflecting   the  financial   condition   of  Borrower   and  its  consolidated   Subsidiaries   as  of  the beginning  and end of said period  covered.


(2)        As soon as practicable  and in any event  within one hundred  twenty (120)
days after the end of each Fiscal Year, a certificate  of compliance  with financial covenants  from







the chief financial officer of the Borrower  ("Certificate  of Compliance")  addressed to Lender and certifying  the compliance  of Borrower with the financial covenants  provided in this Article.




(3)    Annually,  within ninety (90) days after the completion  of each Crop Season (a Crop  Season  shall, as to a particular  Crop, be the Crop  season used by the industry   in the area of the Premises  as to which the Crop pertains),  Borrower  shall furnish to Lender operating information  on the Collateral  as follows:


(i)        Reports/documents   (internal inventory  reports etc.) that describe and value all inventory  security,  including  each  citrus crop variety's   acreage  both on a gross acreage  and grove planted acreage basis; and


(ii)       Citrus  Crop  production   and  operations   detailed  information,   including yields by variety, costs and pricing by grove/farm  and variety.


(4)       Within  thirty  (30) days after the end of each quarter of each Fiscal Year, Borrower  prepared  financial  statements  of Borrower  and its Subsidiaries  on a consolidated  basis (with appropriate  subsidiary  eliminations).    Further,  with reasonable  promptness,  such other data and information  as from time to time may be reasonably  requested  by Lender.


Section 4.3      Delivery  of Reports.    All  of the  reports,  statements,  and items  required under  Section  4.2  shall be  in form  and  substance  satisfactory  to Lender.     All of the reports, statements,  and items  required  under  Section 4.2 must,  unless  another time period  is specified above,  be received  each year this Agreement  is in force by the date which is one hundred twenty (120)  days  after  the  end  of the  Borrower's  Fiscal  Y car,  as the  case  may be  subject  to  filing deadline  extensions.   If any one report,  statement,  or item is not received within thirty (30) days of this  due date,  Lender  may  declare  an Event  of Default  under  this Agreement  and the Loan Documents.


Section 4.4      Inspection   of  Records.   Borrower   shall  allow  Lender  or  its  authorized representatives  at all reasonable  times to examine and make copies of all such books and records and  all supporting  data therefor  at Lender's    principal  place  of business  or at such other place where such books, records, and data may be located. Borrower shall assist Lender or such representative   in effecting  such  examination.    Within three  (3) years after Lender's    receipt  of any  such  report,  statement,   or  item,  Lender  may,  upon  at  least  five  (5) Business  Days  prior written  notice  to  Borrower,   inspect  and  make  copies  of  the  books,  records,  and  income  tax returns  with respect  to the Collateral  of Borrower,  for the purpose  of verifying  any such reports, statements,  or items.


Section 4.5      Article IV Terms:


The following definitions  shall apply to the financial covenants  in this Article as to Borrower and its  Subsidiaries  on a consolidated  basis (with appropriate  subsidiary  eliminations):







(1)         "Consolidated      Current    Ratio"    shall   mean    the   ratio   of  (i)  Consolidated
Current   Assets  to (ii) Consolidated    Current   Liabilities;




(2)         "Consolidated     Current  Assets"   shall  mean   current   assets  as defined   under and   computed    in  accordance     with   GAAP   consistently     applied    based   upon   audited    financial statements    of Borrower   and  its Subsidiaries    on a consolidated    basis;  and


(3)         "Consolidated     Current  Liabilities"    shall  mean  current  liabilities   as defined under   and  computed   in accordance    with  GAAP  consistently    applied   based  upon  audited   financial statements    of  Borrower    and  its  Subsidiaries    on  a  consolidated     basis   including    all  funded   debt under   lines  of credit  to Borrower   and  its   Subsidiaries.


Section  4.6       Required    Consolidated     Current   Ratio.     The   Consolidated     Current    Ratio measured    at  the  end  of  each  Fiscal   Year  based   on  audited   consolidated     financial   statements    of Borrower   shall  be at least  2.00  to  1.00.


Section  4.7       LOC.      Any   LOC   Lender    shall,   if  required    by   Lender,    enter   into   an Intercreditor     Agreement    with   Lender   providing    for  the  respective    rights   of  the  LOC  Lender(s) and   Lender   as  to  their   respective    collateral,    all  in  form   and  substance    satisfactory    to  Lender. Upon   the  written   request    of  Lender,    Borrower    shall   provide    Lender   with   copies   of  all  LOC Lender    loan   documents    which   shall   include   the  recording    information     of  all  such   documents which   are recorded.    A default   under   any  LOC  shall  be  a default   hereunder.     Notwithstanding     the foregoing    or any provision    in this  Agreement,    there  shall  be no  LOC  permitted   while  Note  D and Loan  D,  as defined  in the  Security  Instrument,  are not paid  in full without  any obligation  of Lender to make further advances  thereunder.








ARTICLE  V
OTHER AFFIRMATIVE   COVENANTS  OF THE BORROWER


Section 5.1      Inspection.  The  Borrower  will permit  the  Lender  or Lender's  designated representative   to (i) visit  any Place  of Business,  (ii) inspect  the Collateral,  including  such crop inspections  as the Lender  deems  advisable  (iii) inspect  and make  extracts from the Borrower's books  and records,  and (iv) discuss  the affairs,  finances  and accounts  of the Borrower  with the officers   of  the  Borrower,   all  at  such  reasonable   times  and  as  often  as  may  reasonably   be requested.


Section 5.2      Maintenance   of  Legal  Existence  and  Compliance  with  Laws.  Borrower shall at all times preserve  and maintain  in full force and effect its  legal existence, powers, tights, licenses,  permits  and franchises  in the jurisdiction  of its organization;  continue  to conduct  and operate  its businesses  substantially  as conducted  and operated  as of the Effective Date; operate in full compliance  with all applicable  laws, statutes, regulations,  certificates  of authority and orders in  respect   of  the  conduct   of  its  businesses;   and  qualify   and  remain   qualified   as  foreign organizations  in each jurisdiction in which such qualification  is necessary  or appropriate  in view of its businesses  and operations.







Section 5.3      First Lien.  Borrower   shall  provide   Lender   a first  lien  and  security   interest on the  Real  Property.


Section   5.4       Second   Lien.    Borrower    shall  provide   Lender   a lien  and  security   interest on  all Crops   and Farm  Products    and  all Accounts,   Chattel   Paper  and  General   Intangibles     ansmg out  of the  same  which  shall  be second   only  to the  first  lien  of any  LOC  Lender.


Section   5.5       Intercreditor     Agreement.      At  Lender's   option,   any  LOC   Lender,   if  other than  Lender,   shall  enter  into  an Intercreditor    Agreement    or Intercreditor    Agreements    with  Lender in form  and  content  satisfactory    to Lender.


Section   5.6         Leases    of  the   Real   Property.       Any   tenants    of  the   Real   Property    shall subordinate    their  leasehold   interests   therein   and  furnish   Lender   a Tenant   Estoppel   Certificate,    all in  form  and  content   satisfactory    to  Lender.     Borrower   shall  cause   any  lender  holding   a security interest   or  lien  on  any  such  leasehold    interests   to  subordinate    the  same  to  the  lien  and  security interests   of the Loan  Documents.


Section   5.7       Defaults/Notices.     The   Borrower    shall   immediately     notify   the  Lender   in writing   upon   the  happening,    occurrence    or  existence    of  any  Event   of  Default,   or  any  event   or condition    which   with  the  passage   of  time  or giving  of notice,   or both,  would  constitute   an Event of  Default,    and  shall   provide    the  Lender   with   such  written    notice,   a  detailed    statement    by  a responsible    officer  of the  Borrower   of all relevant   facts  and  the  action  being  taken  or proposed   to be  taken   by  the  Borrower   with  respect   thereto.     Borrower    shall  cause  any  and  all  holders   of  its debt   to   agree,   in  writing,    unto   Lender,    to  provide    Lender    notice    of  any   default   under   the documents    evidencing   such  debt.


Section   5.8       Maintenance     of  Properties.    The  Borrower    shall   maintain    or  cause   to  be maintained     in  good  repair,   working   order   and  condition    the  Collateral    and  all  other  properties used  or useful   in the  businesses    of Borrower    (ordinary   wear  and  tear  excepted)   and  from  time  to time   will   make   or   cause    to  be   made    all   appropriate     repairs,    renewals,    improvements      and replacements     thereof   so  that  the  businesses    carried   on  in connection    therewith   may  be  properly and  advantageously     conducted    at  all  times.   The  Borrower   will  not  do or permit   any  act  or thing which  might  impair  the  value  or commit   or permit   any waste  of its properties   or any part  thereof, or  permit    any  unlawful    occupation,     business    or  trade   to  be  conducted    on  or  from   any  of  its properties.


Section   5.9       Notice    of   Suit,    Proceedings,      Adverse     Change.       The   Borrower     shall promptly    give  the  Lender   notice   in writing   (a)  of  all threatened    or  actual  actions   or suits  (at law or in equity)   and  of all threatened    or  actual  investigations    or proceedings    by or before   any  court, arbitrator     or   any   governmental      department,      commission,      board,    bureau,    agency    or   other instrumentality,     state,   federal   or  foreign,   affecting   Borrower    or  the  rights  or  other  properties    of Borrower     or   (i)  which    involves    potential     liability    of   Borrower    in  an   amount    in  excess  of $500,000.00,    or  (ii)   which    the   shareholders     of  Borrower    believe    in  good   faith   is  likely   to materially     and  adversely    affect   the   financial    condition    of  Borrower    or  to  impair   the  right   or ability   of  Borrower   to  carry  on  their  businesses    as now  conducted    or to pay  the  Obligations    or









perform    its   duties   under    the   Loan   Documents;     (b)   of   any   material    adverse    change    in  the condition      (financial   or  otherwise)    of  Borrower;    and  (c)  of  any  seizure   or  levy  upon  any  part  of the properties    of Borrower   under  any process   or by a receiver.


Section   5.10     Debts  and  Taxes   and  Liabilities.    The  Borrower    shall  pay  and  discharge   (i) all  of  their   indebtedness     and  obligations    in  accordance    with   their   terms   and  before   they   shall become   in default,   (ii) all taxes,   assessments    and governmental    charges   or levies  imposed   upon  it or upon  its income   and  profits   or against   its properties   prior  to the  date  on which  penalties   attach thereto,   and  (iii)  all lawful   claims   which,   if unpaid,   might   become   a lien  or  charge  upon  any  of its  properties;    provided,    however,    that  the  Borrower    and  shall  not  be  required   to pay  any  such indebtedness,     obligation,    tax,  assessment,    charge,   levy  or claim  which   is being  contested   in good faith  by  appropriate    and  lawful   proceedings    diligently   pursued   and  for  which   adequate   reserves have  been   set  aside  on  its books.   The  B01TOwer shall  also  set  aside  and/or  pay  as and  when  due all  monies   required   to be  set  aside  and/or   paid  by  any  federal,   state  or  local  statute  or  agency   in regard  to F.I.C.A.,   withholding,    sales  or excise  or other  similar  taxes.


Section   5.11     Notification    of Change   of Name  or Business   Location.   The  Borrower   shall notify  the  Lender   of each  change   in the  name  of the  Borrower   and  of each  change  of the  location of any  Place   of Business   and  the  office  where  the  records   of  the  Borrower   are kept,  and,  in such case,  shall  execute   such  documents    as  the  Lender   may  reasonably    request   to reflect   said  change
of  name   or  change   of  location,    as  the   case   may   be;   provided,    however,    the  records    of  the


Section   5.12     Compliance      With    Laws.    The    Borrower     will    comply    with    all   laws, regulations,    rules,  ordinances,   statutes,   orders  and  decrees   of any  governmental    authority   or court applicable    to the Borrower.


Section   5.13     Further   Assurances.      The  Borrower    will,  at the  cost  of the  Borrower,   and without   expense   to the  Lender,   promptly    upon  the  request   of the  Lender:   (a)  correct   any  defect, error   or  omission    which   may  be  discovered    in  the  contents   of  any  Loan   Documents    or  in  the execution    or  acknowledgment     thereof;   (b)  execute,   acknowledge,     deliver   and  record   or file  such other   and  further   instruments    (including,    without   limitation,    mortgages,    deeds  or trusts,   security agreements,    financing   statements    and  specific   assignments    ofrents    or leases)  and  do such  further acts,  in  either   case  as may  be  necessary,    desirable   or proper   in the  Lender's   opinion   to carry  out more   effectively    the  purposes    of  the   Loan   Documents;     to  protect    and  preserve    the  lien   and security   interest   on the  Collateral    to subject   thereto   any property   intended   by the terms  thereof   to be   covered    thereby,    including,    without    limitation,     any   renewals,     additions,    substitutions     or replacements     thereto;   or protect   the  security   interest   of the  Lender   and  the  Collateral   against   the tights   or  interest    of  third  parties.   The  Borrower    hereby   appoint   the  Lender   as their  attorney-in• fact,  coupled   with  an interest,   to take  the  above  actions   and  to perform   such  obligations   on behalf of  the  Borrower,    at  Borrower's    sole  expense,   if Borrower    fails  to  comply   with  their  obligations under  this  paragraph.









Section 5.14    After Acquired  Property.   Without  the necessity  of any further  act of the Borrower   or  the   Lender,   the   lien   of  and  the  security   interest   created   in  the  Collateral automatically  extends to and includes:


(1)       Any  and  all renewals,  replacements,   substitutions,   accessions,  proceeds, products  or additions of or to the Collateral  and


(2)       Any and all monies  and other property  that from time to time may either by delivery  to the Lender or by any instrument  be subjected  to such lien and security interest by the Borrower  or by anyone  on behalf  of the Borrower,  or with the consent  of the Borrower,  or which  otherwise  may come into possession  or otherwise be subject  to the control of the Lender pursuant  to the Loan Documents.


Section 5.15      Indemnity.  The  Borrower  shall indemnify,  defend  and hold harmless  the Lender  from  and against  and reimburse  the Lender  for, all claims,  demands,  liabilities,  losses, damages, judgments,  penalties,  costs and expenses,  including,  without  limitation,  attorney's  fees and  disbursements,   which  may  be  imposed  upon,  asserted  against  or  incurred  or paid  by the Lender by reason of, on account of or in connection with any claim or damage occurring in, upon or in the vicinity  of the Collateral  through  any cause whatsoever,  or asserted against the Lender on account  of any act performed  or omitted  to be performed  under  the Loan Documents  or on account of any transaction  arising out of or in any way connected  with the Collateral or the Loan Documents,  except as a result of the willful misconduct  or gross negligence  of the Lender.


Section 5 .16    Insurance.      During   the  term  of  this   Agreement,   the  Borrower   shall maintain  the insurance  coverage required  by the Loan Documents.








ARTICLE VI NEGATIVE  COVENANTS


The Borrower  covenants,  for so long as any of the principal  amount of or interest accrued on the Note  is outstanding  and unpaid  or any Obligations  remain  unpaid  or unperformed,   that none  of  Borrower  or  its  Subsidiaries   will  undertake  the  following  actions  without  the  prior written consent of the Lender:


Section 6.1      Merger,  Consolidation.  Dissolution,   etc.  Neither  the Borrower nor any of its Subsidiaries   will  consolidate  with  or merge  into any other  corporation,  partnership,  limited liability  company  or other  entity  or permit  another  corporation  or partnership,  limited  liability company  or other entity to merge into  them,  or dissolve or take or omit to take any action which would  result in their dissolution,  or acquire all or substantially  all the properties or assets of any other Person,  or enter into any arrangement,   directly or indirectly,  with any Person whereby  any of Borrower  or its  Subsidiaries  shall sell or transfer any property,  real or personal,   whether now owned  or hereafter  acquired,   and thereafter  rent or lease  such property  or other property  which any  Borrower  or  any  of  its  Subsidiaries      intend  to use  for  substantially  the same   purpose  or







purposes    as  the  property    being   sold   or  transferred    (other   than   with   respect   to  another   entity comprising   Borrower)    without   the prior  written  consent   of the  Lender.


Section 6.2       Changes  in Business.   Neither  Borrower  nor  any of its Subsidiaries  will make any material  change in the nature or scope of their respective  business operations from that existing  on the date of this Loan Agreement  including but not limited to major asset acquisitions or   dispositions,    acquisition    or   disposition    of  businesses    or   their   components,   mergers, consolidations,  reorganizations  and/or restructurings.


Section 6.3       Other Agreements.       Neither  Borrower  nor  any  of  its  Subsidiaries  will enter  into  any  arrangements, contractual  or  otherwise,  which  would  materially  and  adversely affect its duties or the rights of the Lender under the Loan Documents,  or which is inconsistent with or limits or abrogates the Loan Documents.


Section 6.4      Due-on-Sale  or Encumbrance.


The Due-on-Sale  or Encumbrance  provision  of the Security  Instrument  (Section 5.01 thereof)  is incorporated   herein.  The  term  "Minimum   Ownership  and  Control  Requirement" used  therein shall mean that at all time any of the Obligations  are outstanding,  Remy W. Trafelet (in the event of his death, his estate and those taking by way of devise or inheritance  due to his death) and 734 Agriculture,   LLC,  collectively  shall  hold  directly  or  indirectly  no less  than  fifty one  percent (51 %) of the ownership  interests  in Borrower  and Remy W. Trafelet  (in the event of his death, his  estate  and those  taking  by  way  of devise  or  inheritance  due  to  his  death)  shall  maintain directly   or  indirectly   management   control   of  each  of  the  entities   within  the  definition   of "Borrower".


Section 6.5       Loans  to  Bo1rnwer/Liens  on  Collateral.   Other  than  the  LOC  permitted herein, the Borrower will not borrow  from anyone on the security  of or create, incur or suffer to exist any lien on any of the Collateral  or permit any Financing  Statement  (other than the Lender's and  any  LOC  Lender's   security  interest  and  Financing  Statement)  to be  on file with  respect thereto, without  the Lender's  written  consent.   Notwithstanding  the foregoing or any provision  in this Agreement,  there  shall be no LOC permitted  while Note  D and Loan D,  as defined  in the Security  Instrument,   are  not  paid  in  full  without  any  obligation   of  Lender  to  make  further advances  thereunder.


Section 6.6      Other  Liens.  Other  than  liens and  security  interests   permitted  to secure LOC,  the  Borrower will  not  create,  assume,  or  suffer  to  exist  any  lien  upon  any other  of its property  or assets, whether now owned  or hereafter acquired, except:


(1)        Liens  for taxes  not yet due or which are being  actively contested  in good faith by appropriate  proceedings;


		
	(2)
	Purchase  money  security  interest  in  property  not  a part  of the Collateral;


and


		
	(3)
	Permitted  Liens.










Section 6.7  Change  in  Management/Ownership.  Without   Lender's   prior   written consent, until the Loan is paid in full, there shall be no substantial change in the executive management or ownership 







of each of the entities within the definition of "Borrower" except as allowed herein.


ARTICLE VII EVENTS OF DEFAULT


The following each  and  all are Events of Default  hereunder:


Section 7.1     Monetary Default. If the Borrower shall default in any  payment  of  the  principal of or interest on the Note, other monetary  Obligations  under  the  Loan  Documents,  within five (5) days following the date the same shall become due and payable,  whether  at  maturity,  by  acceleration  by the Lender  as pennitted  herein or otherwise.


Section 7.2     Non-Monetary Default. If the Borrower shall default in the performance or compliance with any of the material terms, conditions, covenants or agreements contained in this Loan Agreement without curing the same within thirty (30) days after written notice thereof shall have been given to Borrower; provided however, that if such default cannot be cured within said period, Borrower shall have such additional time for cure as Lender may, in its reasonable  discretion, approve in writing after receipt by Lender within said pe1iod of a written request from Bo1rnwer or if the Borrower shall default under  any  other  non-monetary  Obligations  without curing the same within any cure period provided in the Loan Documents containing such Obligations.


Section 7.3    Default  in  Other  Obligations.  If Borrower  shall default  in the performance of the LOC.


Section 7.4    Misrepresentation.    If any representation  or  warranty  made  in  writing  by or on behalf of the Borrower, in this Agreement or in any other Loan Document,  shall prove  to  have been  false or inc01Tect  in any material  respect on the date as of which made or  reaffirmed.


Section 7 .5     Dissolution. If  any  order,  judgment,  or  decree  is  entered  in  any proceedings against Borrower decreeing the dissolution  of  Borrower  or  any  of  its  Subsidiaries and such order, judgment, or decree remains unstayed  and  in  effect  for  more  than  thirty  (30) days.


Section 7.6     Bankruptcy, Failure to  Pay  Debts,  etc.  If  Borrower  or  any  of  its Subsidiaries shall admit in writing their inability, or be generally unable,  to pay their respective  debts as they become due or shall make an  assignment  for the benefit  of  creditors,  file a petition  in Bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver  or trustee for Borrower or any of its Subsidiaries or a substantial pa1i of their assets, or shall  commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of  debt, dissolution or liquidation law or statute of any jurisdiction,  whether  now  or  hereafter  in effect,  or if there  shall have been  filed  any such petition  or application,  or any such  proceeding 









shall have been commenced against Borrower or any of its Subsidiaries, in which an  order  for  relief is entered or which remains undismissed for a period of thirty (30) days or more, or if Bo1rnwer or any of its Subsidiaries by any act or omission  shall indicate  consent to, approval  of  or acquiescence in any such petition, application, or proceeding or order for relief for the appointment of a custodian, receiver or any trustee for Borrower or any of its Subsidiaries or any substantial part of any of their properties, or shall suffer any such custodianship, receivership or trusteeship  to continue undischarged  for a period  of thiliy  (30) days or more.


Section 7.7     Fraudulent Conveyance.  If  Borrower  or  its  Subsidiaries  shall  have concealed, removed, or permitted to be concealed or removed, any part of  their  respective  prope1ties, with intent to hinder, delay or defraud its creditors, or made  or  suffered  a transfer  of  any of its prope1iies which may be fraudulent under any bankruptcy, fraudulent conveyance  or similar law, or shall have made any transfer of its prope1ties to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid, or shall  have  suffered  or  permitted, while insolvent, any creditor to obtain a lien upon any of their respective  prope1ties through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof.


Section 7.8    Final Judgment. If a final judgment for the payment of money in excess of
$500,000.00 shall be rendered against Borrower or any of its Subsidiaries, and the  same shall  remain undischarged or shall not be bonded off to the satisfaction of the Lender for a period  of  thirty (30) consecutive days during which the execution shall not be    effectively  stayed.


Section 7.9     Impairment of Security. If any security document, mortgage,  agreement, guaranty or other instrument given to the Lender to evidence or secure the payment  and perfo1111ance of the Obligations hereunder shall be revoked  by the Borrower  or shall  cease to be  in full force and effect, or the protection or security afforded the Lender in any p01iion of the Collateral secured thereby is in any material respect  impaired  for  any reason;  or the  B01Tower shall default in any material respect in the performance or observance of any tenn, covenant, condition or agreement on its pait to be performed or observed under any security document  and such default shall not have been cured or waived in any  applicable  grace  period  contained  therein; or any representation or warranty  of the  Borrower  made in any security  document  shall  be false in any material respect on the date as of which  made;  or for any reason  (except  for  acts  or omissions of the Lender) the Lender shall fail to have a valid, perfected and enforceable first priority security interest, lien or mo1tgage encumbering the Collateral or if the Borrower  shall  contest in any manner that any security document  constitutes  its valid  and enforceable  agreement or the Borrower shall asse1t in any manner that it has no further obligation or liability under such agreement.




ARTICLE VIII 
RIGHTS  UPON DEFAULT


Upon the occurrence and during the continuance of  any  Event  of  Default,  the  Lender shall have and may exercise any or all of the rights set  forth  herein  (provided,  however,  the Lender  shall he under  no duty or obligation to do  so):

















Section 8.1     Acceleration.  To  declare the indebtedness  evidenced  by the Note,  to the  extent the proceeds thereof shall have been disbursed and remain outstanding, and all other Obligations to be forthwith due and payable, whereupon the Note, to  the  extent  the  proceeds thereof shall have been  disbursed  and  remain  outstanding,  and  all  other  Obligations  shall become fo1ihwith due and payable, both as to  principal  and  interest,  without  presentment, demand, protest or any other notice or grace period of any  kind,  all  of  which  are  hereby  expressly waived, anything contained herein or in the Note or in such other Obligations to the contrary notwithstanding, and, upon  such  acceleration,  the  disbursed  and  unpaid  principal balance and accrued interest upon each of Note A, Note B and Note C shall from  and  after such  date of acceleration  bear interest  at the Default  Rate.


Section 8.2       Other Rights. To exercise such other rights as may be permitted under  any   of the Loan  Documents  or applicable law.


Section 8.3      Uniform  Commercial  Code/Applicable   Law.  To   exercise  from  time  to time any and all 1ights and remedies of a secured  creditor under  the UCC  and  any  and  all 1ights and remedies  available to it under  any other applicable  law.


Section 8.4       Cure  of Defaults.  Cure  any default  or  Event  of Default  without  releasing the Borrower  from  any obligation hereunder  or under the Loan  Documents.


Section 8.5     Receiver. Cause the appointment of a receiver,  as  a matter  of  strict 1ight, without regard  to the solvency of the Borrower,  for the purpose  of preserving  the Collateral  and  to protect all lights accruing to the Lender by vi1iue of this Agreement and any other Loan Documents and expressly to maintain Collateral  and  the Crops and Fam1Products  operations on  the Real Prope1iy, with all  costs and  expenses  incurred  in connection  with  such receivership  to  be charged against the Borrower and to be secured by the security interest granted pursuant to the Loan Documents. Borrower hereby consents to the appointment of  such  receiver  or  receivers, waive any and all defenses to  such  appointment  and  agree not to oppose any application  therefor by the Lender. The receiver shall be appointed to take charge of, manage, preserve, protect and operate any business, make any needed repairs, pay all costs  associated  with  the  operations  of such businesses and after payment of all expenses of the receivership, including  reasonable  attorney's fees and court costs, in any, to apply all the net proceeds derived therefrom  in  the reduction of the Obligations or in such other manner as the court  shall direct.  All  expenses,  fees and compensation incurred pursuant to any such  receivership  shall  also  by  secured  by  the Security Interest  granted  by the Loan  Documents.


ARTICLE IX MISCELLANEOUS


Section 9.1      Cumulative  Remedies.  The  remedies  provided  in  this  Agreement  and  in the Loan Documents are cumulative and not exclusive of any remedies provided by  law  or  in equity. Upon an Event of Default, the Lender may elect to exercise any one or more  of  such remedies   and   such   election   shall   not   waive   or  cause  the   Lender   to   have   elected   not to













subsequently exercise any other such remedies available to it under the Agreement or any Loan Document.


Section 9.2     Amendments, etc. No amendment, modification, termination or waiver of  any provision of this Agreement, the Note or the other Loan Documents, nor consent to any departure by the Bo1rnwer therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in specific instance and for the specific purpose for which given.


Section 9.3     Notices. Any notice, demand, consent, approval, direction, agreement, or other communication (any "Notice") required or permitted hereunder or under the other Loan Documents shall be in writing and shall be addressed as follows to the person entitled to receive the same:


If to Borrower:


734 Citrus Holdings, LLC 734 LMC Groves, LLC
734 Co-op Groves, LLC
734 BLP Groves, LLC
734 Harvest, LLC
590 Madison  Avenue, 26th Floor
New York, New York 10022
Attn: Mr. Remy W.  Trafelet


With copy to:


Clayton G. Wilson
181 Highway 630 East
Frostproof, Florida 33843 


With copy to:


David A. Miller Peterson & Myers, P.A.
P.O. Box  24628
225 East Lemon Street, Suite 300 Lakeland, F101ida 33802-4628








If to Lender:


Prudential Mortgage Capital Company, LLC
801 Warrenville Road, Suite 150







Lisle, Illinois 60532-1357 Attn:   Investment Manager
Reference  Loan Numbers:  717610897  and 717610898




With  copy to:


Prudential Mortgage Capital Company, LLC
201  S. Orange Avenue,  Suite 795
Attn:   Investment Director
Reference  Loan Numbers:  717610897  and 717610898




With copy to:


Prudential Asset Resources, Inc.
2100 Ross  Avenue,  Suite 2500
Dallas, Texas 75201 Attn:   Legal Department
Reference  Loan Numbers:  717610897  and 717610898






Any notice shall be sent (a) by depositing it with the United  States  postal  service,  or  any official successor thereto, ce1iified or registered mail, return receipt requested, with  adequate postage prepaid; (b) by depositing it with a reputable overnight courier  service  from  whom  a receipt is available; or (c) by personal  delive1y,  provided  a  signed  receipt  is  obtained.  Each notice shall be effective three (3) Business Days after being so deposited in the case of (a) above,  one (1) Business Day after being  so deposited  in the case of (b) above  or upon  delivery in  the  case of item (c) above, but the time period in which a response  to  any  notice  must  be  given  or any action taken with respect thereto  shall  commence  to  run  from  the  date of receipt  of the notice by the addressee thereof, as evidenced by the return  receipt.  Rejection  or other refusal  by  the addressee to accept or receipt the delivery, or the inability to deliver because  of a changed address of which no notice was given, shall be deemed to be the receipt of the notice  sent.  Any  party shall have the right from time to time to change  the  address  or  individual's  attention  to which  notices to it shall be sent and  to specify up to two (2) additional  addresses  to which copies  of the notices to it shall be sent by giving the other party hereto at least ten ( 10) days' prior notice thereof.


Section 9.4    Intentionally deleted.


Section 9.5     Applicable Law. This Agreement, and each of the Loan Documents and trm1sactions contemplated herein (unless specifically stipulated to the contrary in such document) shall be governed by  and interpreted  in  accordance with the laws of the   State of Florida.











Section 9.6      Time  of the  Essence.  Time is of the  essence  of  this  Agreement,  the Note  and the other Loan  Documents.


Section 9.7     Headings. The headings  in  this  Agreement  are  intended  to  be  for convenience of reference only, and shall not define or limit the  scope,  extent  or  intent  or  otherwise  affect  the meaning  of any portion hereof.


Section 9.8     Severability. In case any one or more of the provisions contained in this Agreement, the Note or the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not affect any other provision of this Ab1Teernent, the Note or the other Loan Documents, but this Agreement, the Note and the other Loan Documents shall be construed as if such invalid or illegal or unenforceable provision had never been contained therein; provided, however, in the event said matter would be in the reasonable opinion of the Lender adversely affect the rights of the Lender under any or all of the Loan Documents, the same shall be an Event of Default.


Section 9.9     Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.


Section 9.10     Conflict. In the event any conflict arises between the terms of this  Agreement and the tenns of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict.


Section 9.11     Term.  The terms of this Agreement  shall be for such period  of time until  the Loan, the Note, and all renewals, replacements, modifications, extensions, increases and amendments of any of the foregoing have been repaid in full.


Section 9.12     Expenses. The Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to pay and save Lender harmless against liability for the payment of documentary stamp taxes, intangible tax, all out-of-pocket expenses arising  in connection with this transaction and all taxes, together in each case with  interest and penalties, if  any, which may be payable in respect of the execution, delivery  and  performance  of  this  Agreement or the execution, delivery, acquisition and performance of the Note (including any renewal, extension, substitution or replacement thereof) issued  under  or  pursuant  to  this Agreement (excepting only any tax on or measured by net income of Lender  determined  substantially in the same manner, other than the rate of tax, as net income is presently determined under the Federal Internal Revenue Code), all  printing  costs  and  the  reasonable  fees  and  expenses of any special counsel to Lender in connection with this Agreement and any subsequent modification thereof or consent thereunder. The obligations of Borrower under this Section shall survive payment  of the Note.


Section 9.13     Joint  and  Several  Liability.  Each  entity  within  the  definition  of  "Borrower" shall be jointly and severally liable hereunder, each covenant,  representation, undertaking and provision of this Agreement shall apply to each of such entities separately and collectively.











Section 9.14     Successors and Assigns. All covenants and agreements in this Agreement contained by or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided, however, this clause shall not by itself auth01ize, any delegation of duties by the Borrower or any other assignment  which may be prohibited  by the terms  and  conditions  of this  Agreement.


Section 9.15     Further Assurances. The Borrower shall, from time to time, execute such additional documents as may reasonably be requested by the Lender  or the  counsel,  to  carry out and fulfill the intent  and purpose.of  this Agreement  and  the Loan  Documents.


Section 9.16     No Third Party Beneficiaries. The parties intend that this Agreement is solely for their benefit and no Person not a party hereto shall have any rights or privileges under this Agreement whatsoever either as the third party beneficiary or otherwise.


Section 9.17      WAIVER  OF  JURY   TRIAL.   THE  BORROWER   HEREBY   AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE  OF  ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY  THIS  AGREEMENT,  OR  ANY  LOAN  DOCUMENT.  THE  SCOPE OF THIS WAIYER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY  COURT  AND  THAT  RELATE  TO  THE SUBJECT MATTER OF THIS TRANSACTION, INCLU DING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND  STATUTORY  CLAIMS.  THE  BORROWER  ACKNOWLEDGES  THAT THIS WAIYER IS A  MATERIAL  INDUCEMENT  TO  THE  LENDER  TO  ENTER INTO A BUSINESS RELATIONSHIP WITH THE BORROWER. THE BORROWER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIYER WITH ITS LEGAL  COUNSEL,  AND  THAT  SUCH  WAIVER  IS  KNOWINGLY  AND  VOLUNTARILY GIVEN   FOLLOWING   CONSULTATION   WITH   LEGAL   COUNSEL.   THIS   WAIVER IS  IRREVOCABLE, MEANING THAT IT  MAY  NOT  BE  MODIFIED,  EITHER  ORALLY  OR  IN WRITING, AND THE WAIYER SHALL  APPLY  TO  ANY  SUBSEQUENT AMENDMENTS,  RENEWALS,   REPLACEMENTS,   REAFFIRMATIONS,   SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN THE EVENT OF LITIGATION,  THIS AGREEMENT  MAY  BE FILED  AS  A WRITTEN  CONSENT  TO A TRIAL BY  THE  COURT WITHOUT  A  JURY.


Section 9.18     No Waiver. No failure or delay on the pati of the Lender in exercising any right, power or remedy hereunder, or under the Note or the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or thereunder.


Section 9.19 Entire  Agreement.  Except  as  otherwise  expressly  provided,   this Agreement   and  the  other   Loan   Documents   embody  the  entire  agreement   and  understanding









between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof.


IN WITNESS WHEREOF, each of the parties hereto has caused this Loan Agreement to be executed, sealed and delivered, as applicable, by their duly authorized officers as of the Effective Date first set forth above.


[SIGNATURE AND NOTARY BLOCKS FOLLOW]







"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Clayton G. Wilson   
(Signed Name)


As:   Clayton G. Wilson, Chief Executive Officer







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager









"LENDER"


PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Florida limited liability company


By:     /s/ Robert E. Lassites III     
(Signed Name)


Its:   Robert E. Lassites III, Vice President











STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, as the Chief Executive Officer of 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]







STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Thomas Brian Powers, the manager of 734 LMC GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]









STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manager of 734 CO-OP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]









STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manager of 734 BLP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    











STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Jerry L. Brewer, the manager of 734 HARVEST, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    







STATE OF FLORIDA
S.S.
COUNTY OF ORANGE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Robert E. Lassites III, the Vice President of PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, Delaware limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ Diane M. Barnett        
Signature of Notary Public)


                 Diane M. Barnett        
(Printed Name of Notary Public)
                                   
My commission expires:     03/08/16    









EXHIBIT  "A"
LEGAL DESCRIPTION






ALL OF SECTION  10; THE NORTH  THREE-QUARTERS   (N 3/4) OF SECTION  11, AND THE NORTH  ONE-HALF  (N 1/2) OF SECTION  12, LYING WEST OF STATE ROAD  31, ALL IN TOWNSHIP  40 SOUTH,  RANGE  25 EAST,  CHARLOTTE  COUNTY,  FLORIDA.








TOGETHER  WITH A DRAINAGE  AND MAINTENANCE  EASEMENT  GRANTED IN GRANT  OF DRAINAGE  RECORDED  DECEMBER  27, 2000 IN OFFICIAL  RECORDS BOOK  1849, PAGE  865, PUBLIC  RECORDS  OF CHARLOTTE  COUNTY,  FLORIDA AS AMENDED  BY FIRST AMENDMENT  TO GRANT OF DRAINAGE  EASEMENT RECORDED  AUGUST  22, 2014 IN OFFICIAL  RECORDS  BOOK 3895, Page 418, PUBLIC RECORDS  OF CHARLOTTE  COUNTY,  FLORIDA.







EXHIBIT  "A"
LEGAL DESCRIPTION






ALL OF SECTION  IO; THE NORTH  THREE-QUARTERS   (N 3/4) OF SECTION  11, AND THE NORTH  ONE-HALF   (N 1/2)  OF SECTION  12, LYING WEST OF STATE ROAD  31, ALL IN TOWNSHIP  40 SOUTH,  RANGE  25 EAST,  CHARLOTTE  COUNTY,   FLORIDA.








TOGETHER  WITH A DRAINAGE  AND MAINTENANCE  EASEMENT  GRANTED IN GRANT OF DRAINAGE  RECORDED  DECEMBER  27, 2000 IN OFFICIAL  RECORDS BOOK  1849,  PAGE 865, PUBLIC RECORDS  OF CHARLOTTE  COUNTY,  FLORIDA AS AMENDED  BY FIRST AMENDMENT  TO GRANT OF DRAINAGE  EASEMENT RECORDED  AUGUST  22, 2014 IN OFFICIAL  RECORDS  BOOK 3895,  Page 418,  PUBLIC RECORDS  OF CHARLOTTE  COUNTY,  FLORIDA.