ACCEPTED: DUVAL COUNTY, JODY PHILI Filing # 150052938 E-Filed 05/21/2022 [Link] AM. INTHE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY, FLORIDA. CASE NO.: DIVISION: FIRST-CITIZENS BANK & TRUST COMPANY, Plaintiff, v. HONEY LAKE FARMS, INC., a Florida not for profit corporation, NORTHSTREAM MANAGEMENT GROUP LLC, a Florida limited liability company, WEEMS GROUP, LLC, a Florida limited liability company, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS, individually, and KERRI WEEMS, individually, Defendants. COMPLAINT 16-2022-CA-002865-XXXX-MA Div: CV-E Plaintiff, FIRST-CITIZENS BANK & TRUST COMPANY (“First-Citizens” or “Plaintiff”), by and through its undersigned attomeys, and files this, its Complaint against the Defendants, HONEY LAKE FARMS, INC, a Florida not for profit corporation, NORTHSTREAM MANAGEMENT GROUP LLC, a Florida limited liability company, WEEMS GROUP, LLC, a Florida limited liability company, CHARLES STOVALL WE! IS, IV alk/a CHARLES WEEMS, individually, and KERRI WEEMS, individually, and in support thereof states the following: IPS, CLERK, 05/23/2022 [Link] PM.CASE NO.: 1. This is an action for damages concerning defaults on commercial loans in excess of thirty thousand ($30,000) dollars, exclusive of interests, costs, and attorney’s fees. 2. Venue properly rests in the courts of Duval County, Florida, pursuant to Section 47.011, Florida Statutes, because, based on upon information and belief, the Defendants operate their businesses or personally reside in Duval County, and the causes of action alleged herein accrued in Duval County, Florida. Further, Plaintiff, First-Citizens, is a national banking association that did or does business in Duval County, Florida and has capacity to sue pursuant to 12 U.S.C. § 24. 3. Defendant, HONEY LAKE FARMS, ING, is a Florida not for profit corporation, exists under the laws of the State of Florida with its principal place of business located in Duval County, Florida and does/did conduct business in Duval County, Florida. 4, Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, a Florida limited liability company, exists under the laws of the State of Florida with its principal place of business located in Duval County, Florida and does/did conduct business in Duval County, Florida 5. Defendant, WEEMS GROUP, LLC, a Florida limited liability company, exists under the laws of the State of Florida with its principal place of business located in Duval County, Florida and does/did conduct business in Duval County, Florida. 6. Defendants, HONEY LAKE FARMS, INC., NORTHSTREAM MANAGEMENT GROUP LLC, and WEEMS GROUP, LLC are hereinafter collectively referred to as the (“Defendant Businesses”). Defendants, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS and KERRI WEEMS are hereinafter collectively referred to as (“Defendant Weems” or the “Guarantors”). 7. Defendant, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS, individually, (*CHARLES WEEMS"), is an authorized agent and guarantor for one or more of the 2CASE NO.: Defendant Businesses, and is a citizen and resident of Duval County, Florida, and is over the age of eighteen (18) years and is otherwise sui juris. 8. Defendant, KERRI WEEMS, individually, is an authorized agent and guarantor for one or more of the Defendant Businesses, and is a citizen and resident of Duval County, Florida, and is over the age of eighteen (18) years and is otherwise sui juris 9. For value received on or about September 3, 2021, Defendant, HONEY LAKE FARMS, INC,, executed and delivered to First-Citizens a Promissory Note (“Note”) in the principal amount of $500,000.00, Account No. xxxx5072. A true and correct copy is attached hereto as Exhibit “a 10. For value received on or about September 3, 2021, Defendant, HONEY LAKE FARMS, INC., executed and delivered to First-Citizens a Business Loan Agreement documenting additional terms and conditions of the loan evidenced by the Note in the prin: ‘al amount of $500,000.00. A true and correct copy is attached hereto as Exhibit “B.” 11, For value received on or about September 3, 2021, Defendant, HONEY LAKE FARMS, INC,, executed and delivered to First-Citizens a Commercial Security Loan Agreement granting First-Citizens a security interest in the collateral described therein to secure the loan evidenced by the Note in the principal amount of $500,000.00. A true and correct copy is attached hereto as Exhibit “C.” 12. To secure and perfect its security interest in the tangible and intangible collateral used to secure the Note, Defendant, HONEY LAKE FARMS, INC. agreed to the execution and delivery of a UCC-1 Financing Statement for the payment of all sums do under the Note. Defendant, HONEY LAKE FARMS, INC., granted Plaintiff a security interest in the Collateral as defined in the subject Note and related loan documents outlined herein, and as more specifically set forth in the UCC-1 Financing Statement recorded in the Florida Secured Transaction Registry, on 3CASE NO.: September 15, 2021, at Instrument number 202108457288 (“HONEY LAKE UCC Lien”). A true and correct copy of is attached hereto as Exhibit “D.” 13. For value received on or about September 3, 2021, Defendant, CHARLI personally, executed and delivered to First-Citizens, a Commercial Guaranty (“CW Guaranty”), in which he absolutely and unconditionally guaranteed the full and punctual payment and satisfaction of the indebtedness of the Note. A true and correct copy is attached hereto as Exhibit “py 14, For value received on or about July 12, 2021, Defendant, HONEY LAKE FARMS, INC. executed and delivered to First-Citizens, a Business VISA Credit Card Cardholder Agreement, Account No. xxxx6992, in the credit line amount of $125,000.00 (herein “HLF Credit Card”) A true and correct copy is attached hereto as Exhibit “F.” 15. For value received on or about August 12, 2021, Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, executed and delivered to First-Citizens, a Business VISA Credit Card Cardholder Agreement in the credit line amount of $20,000.00 (herein “NORTHSTREAM Credit Card”). A true and correct copy of the most recent statement evidencing the line of credit is attached hereto as Exhibit “G.”" 16. For value received on or about August 12, 2021, Defendant, WEEMS GROUP, LLC, executed and delivered to First-Citizens, a Business VISA Credit Card Cardholder Agreement in the credit line amount of $50,000.00 (herein “WEEMS GROUP Credit Card #1”). A true and correct copy of the most recent statement evidencing the line of credit is attached hereto as Exhibit “HL.” See also Footnote 1 + Credit Card agreements and ther terms and conditions were accepted with the underlying Note and upon use ofthe credit eard and do nat require the execution of separate agreement. 4CASE NO.: 17. For value received on or about August 12, 2021, Defendant, WEEMS GROUP, LLC, executed and delivered to First-Citizens, a second Business VISA Credit Card Cardholder Agreement in the credit line amount of $50,000.00 (herein “WEEMS GROUP Credit Card #2”), A true and correct copy of the most recent statement evidencing the line of credit is attached hereto as Exhibit “I.” See also Footnote 1. 18. For value received on or about February 5, 2021, Defendant, KERRI WEEMS, personally, executed and delivered to First-Citizens, a Commercial Guaranty (“KW Guaranty”), in which she absolutely and unconditionally guaranteed the full and punctual payment and satisfaction of the indebtedness of incurred by the borrower, WEEMS GROUP, LLC. A true and correct copy is attached hereto as Exhibit “J.” 19. On April 19, 2022, the Defendants were sent a notice that they were in default under the Loan Documents based on their failure to pay the amounts due and owing as outlined in the subject letter (“Notice of Default”) and all subsequent payments due thereafter. A true and correct copy of the Notice of Default is attached hereto as Exhibit “K.” Exhibits “A” through “K” are collectively referred hereinafter as the “Loan Documents.” 20. All conditions precedent to the Defendants’ obligation to pay First-Citizens the indebtedness due pursuant to the Loan Documents and to First-Citizen’s right to bring this action have occurred or have been waived. 21. First-Citizens has made demand on each of the Defendants for repayment of the outstanding balance due and the Defendants have failed, neglected, and refused to pay the Plaintiff upon the said account. Consequently, First-Citizens declared the entire principal balances due under the Loan Documents to be immediately due and owing, 22. As of May 5, 2022, the Defendants collectively owe First-Citizens the total outstanding balance of $716,123.14 under the Loan Documents, together with applicable fees including all 5CASE NO.: necessary expenses and charges permitted by the Loan Documents and by law, including, but not limited to, attorney’s fees and costs and all sums reasonably expended for the collection of the debt due. This indebtedness remains due and owing to First-Citizens and has not been paid. 23. Asa result of the default, the Plaintiff retai ed undersigned counsel to prosecute its claim against the Defendants and is entitled to court costs, interest and contract fees pursuant to the terms of the Loan Documents. Under the terms of the Loan Documents, the Defendants have agreed to pay and are liable for such fees and costs incurred by First-Citizens. COUNTI (Breach of Contract-Action to Enforce Promissory Note) 24, Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 above as though fully set forth herein. 25. The Note required the Defendant, HONEY LAKE FARMS, INC. to make monthly payments of principal and interest according to the schedule, terms and conditions more particularly set forth therein, with all outstanding principal, interest, fees, and other sums due under the Note on or before the maturity date. 26. Defendant, HONEY LAKE FARMS, INC. has defaulted under the Note by failing to pay the amount due on or about March 5, 2022 and all subsequent payments thereafter, including but not limited to, the principal, interest and other sums due. 27. Payments pursuant to the Note are due and owing and the debt has been accelerated as a result of the default listed above. 28. As of the filing of this Complaint, Defendant, HONEY LAKE FARMS, INC. owes to Plaintiff, First-Citizens Bank & Trust Company, the outstanding principal balance of $505,167.20 together with interest, late charges, plus all costs and fees, including attorneys’ fees, and all other expenses recoverable pursuant to the Note. Interest continues to accrue hereafter at a per diemCASE NO.: rate, plus any late charges, advances, and other fees. 29. Plaintiff is the owner and holder of the Note. WHEREFORE, Plaintiff, First-Citizens Bank & Trust Company, hereby demands judgment against the Defendant, HONEY LAKE FARMS, INC.. a Florida not for profit corporation, for all amounts due and owing to Plaintiff pursuant to the Note, including, but not limited to, all damages, interest, costs and attorney's fees; and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT I (Breach of Charles Weems Guaranty) 30. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 and 25-29 above as though fully set forth herein. 31. This is an action to enforce the guaranty executed by Defendant, CHARLES STOVALL, WEEMS, IV a/k/a CHARLES WEEMS concerning the subject Note and account. See Paragraph 13 and Exhibit “E. 32. Under the CW Guaranty, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS guaranteed payment of indebtedness owed by Defendant, HONEY LAKE FARMS, INC. to First-Citizens. 33. First-Citizens owns and holds the Guaranty. 34. Defendant, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS has breached the Guaranty by failing to pay all amounts due and owing under the Note and the Account despite default and proper notice and demand by Plaintiff. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, CHARLES STOVALL WEEMS, IV a/k/a CHARLES WEEMS, for all amounts due and owing by HONEY LAKE FARMS, INC. under the Note and the account, including, but not limited to,CASE NO.: the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of awarding such other and further relief as this Court deems just and appropriate. COUNT IN (Breach of VISA Credit Card Agreement-HLF Credit Card) 35. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 and 33-34 above as though fully set forth herein, 36. This is an action for breach of a VISA Credit Card Agreement (HLF Credit Card) between HONEY LAKE FARMS, INC. and First-Citizens. 37. On or about July 12, 2021, Defendant HONEY LAKE FARMS, INC. was approved for a credit card with Plaintiff with a credit limit in the amount of $125,000.00. See Exhibit “F.” 38. Defendant, HONEY LAKE FARMS, INC., has breached their obligations under the credit card by failing and refusing to make payments when due. 39, As a result of the Defendant, HONEY LAKE FARMS, INC.’s breach of the credit card account, Plaintiff has suffered damages in the sum of $140,114.08. 40. All amounts due and owing pursuant to the HLF Credit Card VISA Agreement are immediately due and owing pursuant to the demands made upon Defendant, HONEY LAKE FARMS, INC. 41. Pursuant to the credit card agreement, Defendant, HONEY LAKE FARMS, INC. owes First-Citizens the outstanding HLF Credit Card balance, plus accrued interest pursuant to the agreement, and all costs and expenses incurred in enforcing the agreement, including, but not limited to, reasonable attorneys’ fees. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, HONEY LAKE FARMS, INC., for the amount due and owing under the HLF Credit Card VISACASE NO.: Agreement, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. ‘OUNT IV (Account Stated-HONEY LAKE FARMS, INC.) 42. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, and 37-39 above as though fully set forth herein. 43. This is an action for account stated under the HLF Credit Card VISA Agreement between Defendant, HONEY LAKE FARMS, INC. and First-Citizens. 44, Before the institution of this action, Defendant HONEY LAKE FARMS, INC. had business transactions with Plaintiff, First-Citizens, under a credit card account loan made pursuant to, and governed by, the HLF Credit Card VISA Agreement between HONEY LAKE FARMS, INC. and Fi Citizens. The Parties agreed to the resulting balance. 45. After Defendant agreed to the terms of the HLF Credit Card VISA Agreement, and subsequently began using the subject credit card, First-Citizens rendered statements under the VISA Agreement to HONEY LAKE FARMS, INC. and said Defendant did not object to the Statements within a reasonable period of time. 46. First-Citizens owns and holds the subject credit card Account. 47. Prior to the initiation of this action, Plaintiff made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amount. See Exhibit “K.” 48. All conditions precedent to Defendant’s obligation to pay First-Citizens the indebtedness due pursuant to the Account and to First-Citizens’ entitlement to bring this action have occurred or have been waived.CASE NO.: 49. Defendant has defaulted under the Account and HLF Credit Card VISA Agreement by failing to make the payment due on or about January 1, 2022, and all subsequent payments due and accruing thereafter. 50. As of May 5, 2022, Defendant owes First-Citizens the total outstanding balance on the credit card Account in the amount of $140,114.08, together with applicable fees including all necessary expenses and charges permitted by the Account and by law, including, but not limited to, attomney’s fees and costs and all sums reasonably expended for the collection of the debt due under the Account. This indebtedness remains due and owing to First-Citizens and has not been paid. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, HONEY LAKE FARMS, INC., for the amount due and owing under the HLF Credit Card VISA Agreement and Account, including, but not limited to, the total balance due, interest (if applicable), reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT V (Open Account - HONEY LAKE FARMS, INC.) 51. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 and 37-39, and 46 above as though fully set forth herein, 52. This is an action for damages for open account concerning the HLF Credit Card VISA Agreement between Defendant, HONEY LAKE FARMS, INC. and First-Citizens. 53. Defendant owes Plaintiff the sum of $140,114.08 according to the HLF Credit Card ‘VISA Agreement and pursuant to the statements or invoices submitted for Defendant's credit card,CASE NO.: 54, Prior to the initiation of this action, Plaintiff made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amount. See Exhibit “K.” 35. All conditions precedent to Defendant’s obligation to pay First-Citizens the indebtedness due pursuant to the HLF Credit Card VISA Agreement and Account and to First-Citizens’ entitlement to bring this action have occurred or have been waived. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, HONEY LAKE FARMS, INC., for the amount due and owing under the Open Account, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT VI (Money Lent (Credit Card)- HONEY LAKE FARMS, INC.) 56. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 and 37-39, 53 above as though fully set forth herein. 57. Defendant, HONEY LAKE FARMS, INC. owes Plaintiff $140,114.08, that is due with interest for money lent by Plaintiff to Defendant. WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, HONEY LAKE FARMS, INC., for damages, attomney’s fees and costs, and for such other and further reliefas this Honorable Court deems just and appropriate under the circumstances. COUNT VII (Unjust Enrichment-Plead in the Alternative- HONEY LAKE FARMS, INC.) 58. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 and 37-39, 53 and 57 above as though fully set forth herein, WlCASE NO.: 59, Valuable credit card services have been rendered to Defendant, HONEY LAKE FARMS, INC. Further, Defendant has benefited from all the charges made to the HLF Credit Card, and Plaintiff is entitled to compensation for same. 60. If Defendant, HONEY LAKE FARMS, INC. does not compensate Plaintiff, then the Defendant will be unjustly enriched at the expense of Plaintiff. 61. Defendant has been unjustly enriched at the expense and detriment of the Plaintiff in the sum $140,114.08, no part of which has been paid, although duly demanded. 62. Plaintiff has no adequate remedy at law. WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, HONEY LAKE FARMS, INC,, for unjust enrichment, plus attorney's fees and costs, and for such other and further relief as Honorable Court deems just and appropriate under the COUNT VIII (Breach of VISA Credit Card Agreement-NORTHSTREAM Credit Card) 63. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 above as though fully set forth herein. 64. This is an action for breach of a VISA Credit Card Agreement (NORTHSTREAM Credit Card) between Defendant, NORTHSTREAM MANAGEMENT GROUP LLC and First-Citizens. 65. On or about August 12, 2021, Defendant NORTHSTREAM MANAGEMENT GROUP LLC was approved for a credit card with Plaintiff with a credit limit in the amount of $20,000. See Exhibit “G.” 66. Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, has breached their obligations under the credit card by failing and refusing to make payments when due.CASE NO.: 67. As a result of the Defendant, NORTHSTREAM MANAGEMENT GROUP LLC’s breach of the credit card account, Plaintiff has suffered damages in the sum of $18,989.95 68. All amounts due and owing pursuant to the NORTHSTREAM Credit Card VISA Agreement are immediately due and owing pursuant to the demands made upon Defendant, NORTHSTREAM MANAGEMENT GROUP LLC. 69. Pursuant to the credit card agreement, Defendant, NORTHSTREAM MANAGEMENT. GROUP LLC, owes First-Citizens the outstanding NORTHSTREAM Credit Card balance, plus accrued interest pursuant to the agreement, and all costs and expenses incurred in enforcing the agreement, including, but not limited to, reasonable attomneys’ fees. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, for the amount due and owing under the NORTHSTREAM Credit Card VISA Agreement, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT IX (Account Stated- NORTHSTREAM MANAGEMENT GROUP LLC) 70. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, and 65-67 above as though fully set forth herein. 71. This is an action for account stated under the NORTHSTREAM Credit Card VISA Agreement between Defendant, NORTHSTREAM MANAGEMENT GROUP LLC and First- Citizens. 72. Before the institution of this action, Defendant NORTHSTREAM MANAGEMENT GROUP LLC had business transactions with Plaintiff, First-Citizens, under a credit card account loan made pursuant to, and governed by, the NORTHSTREAM Credit Card VISA Agreement 13CASE NO.: between NORTHSTREAM MANAGEMENT GROUP LLC and First-Citizens. The Parties agreed to the resulting balance. 73. After Defendant agreed to the terms of the NORTHSTREAM Credit Card VISA Agreement, and subsequently began using the subject credit card, First-Citizens rendered statements under the VISA Agreement to NORTHSTREAM MANAGEMENT GROUP LLC and said Defendant did not object to the Statements within a reasonable period of time. 74, First-Citizens owns and holds the subject credit card Account. 75. Prior to the initiation of this action, Plaintiff made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amount. See Exhibit “G.” 76. All conditions precedent to Defendant's obligation to pay First-Citizens the indebtedness due pursuant to the Account and to First-Citizens’ entitlement to bring this action have occurred or have been waived. 77. Defendant has defaulted under the Account and NORTHSTREAM Credit Card VISA Agreement by failing to make the payment due on or about January 1, 2022, and all subsequent payments due and accruing thereafter. 78. As of May 5, 2022, Defendant owes First-Citizens the total outstanding balance on the credit card Account in the amount of $18,989.95, together with applicable fees including all necessary expenses and charges permitted by the Account and by law, including, but not limited to, altorney’s fees and costs and all sums reasonably expended for the collection of the debt due under the Account. This indebtedness remains due and owing to First-Citizens and has not been paid. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, for the amount due and owing under the 4CASE NO.: NORTHSTREAM Credit Card VISA Agreement and Account, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT X (Open Account - NORTHSTREAM MANAGEMENT GROUP LLC) 79. Plaintiff’ repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 65-67, and 72-75 above as though fully set forth herein. 80. This is an action for damages for open account concerning the NORTHSTREAM Credit Card VISA Agreement between Defendant, NORTHSTREAM MANAGEMENT GROUP LLC and First-Citizens. 81. Defendant owes Plaintiff the sum of $18,989.95 according to the NORTHSTREAM Credit Card VISA Agreement and pursuant to the statements or invoices submitted for Defendant’s credit card. 82. Prior to the initiation of this action, Plaintiff’ made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amount. See Exhibit “G.” 83. All conditions precedent to Defendant's obligation to pay First-Citizens the indebtedness due pursuant to the NORTHSTREAM Credit Card VISA Agreement and Account and to First- Citizens’ entitlement to bring this action have occurred or have been waived. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, for the amount due and owing under the Open Account, including, but not limited to, the total balance due, interest, reasonable attorneys” feesCASE NO.: and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT XI (Money Lent (Credit Card)- NORTHSTREAM MANAGEMENT GROUP LLC) 84, Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 65-67, 72-75 and 81-82 above as though fully set forth herein, 85. Defendant, NORTHSTREAM MANAGEMENT GROUP LLC owes Plaintiff $18,621.35, that is due with interest for money lent by Plaintiff to Defendant. WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, for damages, attorney’s fees and costs, and for such other and further relief as this Honorable Court deems just and appropriate under the circumstances. COUNT XII ‘ichment-Plead in the Alternative - NORTHSTREAM MANAGEMENT GROUP LLC) (Unjust Bs 86. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 65-67, 72-75, 81-82 and 85 above as though fully set forth herein, 87. Valuable credit card services have been rendered to Defendant, NORTHSTREAM, MANAGEMENT GROUP LLC. Further, Defendant has benefited from all the charges made to the HLF Credit Card, and Plaintiff is entitled to compensation for same. 88. If Defendant, NORTHSTREAM MANAGEMENT GROUP LLC does not compensate Plaintiff, then the Defendant will be unjustly enriched at the expense of Plaintiff. 89. Defendant has been unjustly enriched at the expense and detriment of the Plaintiff in the sum $18,989.95, no part of which has been paid, although duly demanded. 90. Plaintiff has no adequate remedy at law. 16CASE NO.: WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, NORTHSTREAM MANAGEMENT GROUP LLC, for unjust enrichment, plus attorney's fees and costs, and for such other and further relief as this Honorable Court deems just and appropriate under the ‘cumstan\ s. COUNT XI (Breach of VISA Credit Card Agreement-WEEMS GROUP Credit Card #1 and #2) 91. Plaintiff’ repeats and realleges the preceding allegations contained in Paragraphs 1 through 23 above as though fully set forth herein. 92. This is an action for breach ofa VISA Credit Card Agreements (WEEMS GROUP Credit Card #1 and #2) between Defendant, WEEMS GROUP, LLC and First-Citizens. 93. On or about August 12, 2021, Defendant WEEMS GROUP, LLC was approved for two (2) separate credit cards with Plaintiff with each having a credit limit in the amount of $50,000. See Exhibits “H” and “1.” 94, Defendant, WEEMS GROUP, LLC, has breached their obligations under both credit card agreements by failing and refusing to make payments when due. 95. As a result of the Defendant, WEEMS GROUP, LLC’s breach of the WEEMS GROUP Credit Card #1 and #2 Agreements, Plaintiff has suffered damages in the sum of $50,867.28 (Credit Card #1) and $984.63 (Credit Card #2). 96. All amounts due and owing pursuant to the WEEMS Credit Card #1 and #2 VISA Agreements are immediately due and owing pursuant to the demands made upon Defendant, WEEMS GROUP, LLC. 97. Pursuant to the credit card agreement, Defendant, WEEMS GROUP, LLC, owes First- Citizens the outstanding WEEMS GROUP Credit Card #1 and #2 balances, plus accrued interest 7CASE NO.: pursuant to the agreement, and all costs and expenses incurred in enforcing the agreement, including, but not limited to, reasonable attorneys’ fees. WHEREFORE, Plaintiff demands judgment for money damages against. Defendant, WEEMS GROUP, LLC, for the amount due and owing under the WEEMS GROUP Credit Card #1 and #2 VISA Agreements, including, but not limited to, the total balance due, interest, reasonable attorneys” fees and costs in this action and that the Court ret purpose of granting such other and further relief as this Court deems just and proper. COUNT XIV (Accor t Stated- WEEMS GROUP, LLC) 98. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 93-95 above as though fully set forth herein, 99. This is an action for account stated under the WEEMS GROUP Credit Card #1 and #2 VISA Agreements between Defendant, WEEMS GROUP, LLC and First-Citizens. 100. Before the institution of this action, Defendant WEEMS GROUP, LLC had business transactions with Plaintiff, First-Citizens, under two (2) credit card account loans made pursuant to, and governed by, the WEEMS GROUP Credit Card #1 and #2 VISA Agreements between WEEMS GROUP, LLC and First-Citizens. The Parties agreed to the resulting balances. 101. After Defendant agreed to the terms of the WEEMS GROUP Credit Card #1 and #2 VISA Agreements, and subsequently began using the subject credit cards, First-Citizens rendered statements under the VISA Agreements to WEEMS GROUP, LLC and said Defendant did not object to the Statements within a reasonable period of time. 102. First-Citizens owns and holds the subject credit card Accounts.CASE NO.: 103. Prior to the initiation of this action, Plaintiff made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amounts. See Exhibits “H” and “I.” 104, All conditions precedent to Defendant's obligation to pay First-Citizens the -dit card Accounts and to First-Citizes indebtedness due pursuant to the entitlement to bring this action have occurred or have been waived. 105. Defendant has defaulted under both credit card Accounts and the WEEMS GROUP Credit Card #1 and #2 VISA Agreements by failing to make the payment due on or about February 2, 2022, and all subsequent payments due and accruing thereafter. 106. As of May 5, 2022, Defendant owes First-Citizens the total outstanding balance on the credit card Accounts in the amount of $50,867.28 (Credit Card #1) and $984.63 (Credit Card #2), together with applicable fees including all necessary expenses and charges permitted by the Account and by law, including, but not limited to, attorney’s fees and costs and all sums reasonably expended for the collection of the debt due under the Account. This indebtedness remains due and owing to First-Citizens and has not been paid WHEREFORE, Plaintiff demands judgment for money damages against Defendant, WEEMS GROUP, LLC, for the amount due and owing under the WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Accounts, including, but not limited to, the total balance due, interest, reasonable attorneys” fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this Court deems just and proper. COUNT XV (Open Account - WEEMS GROUP, LLC) 107. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 93-95, 100, 101 and 105 above as though fully set forth herein. 19CASE NO.: 108. This is an action for damages for open account concerning the WEEMS GROUP Credit Card #1 and #2 VISA Agreements between Defendant, WEEMS GROUP, LLC and First- Citizens. 109. Defendant owes Plaintiff the amount of $50,867.28 (Credit Card #1) and $984.63 (Credit Card #2) according to the WEEMS GROUP Credit Card VISA Agreement and pursuant to the statements or invoices submitted for Defendant’s credit card. 110. Prior to the initiation of this action, Plaintiff made demand for payment from Defendant for the outstanding balance due, however, Defendant has failed and refused to pay the demanded amount, See Exhibits “H” and “I.” 111. All conditions precedent to Defendant's obligation to pay First-Citizens the indebtedness due pursuant to the WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Accounts and to First-Citizens’ entitlement to bring this action have occurred or have been waived. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, WEEMS GROUP, LLC, for the amount due and owing under the Open Accounts, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of granting such other and further relief as this, Court deems just and proper. COUNT XVI (Money Lent (Credit ‘ard)- WEEMS GROUP, LLC) 112. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 93-95, 100, 101, 105 and 109 above as though fully set forth herein, 113. Defendant, WEEMS GROUP, LLC owes Plaintiff $50,867.28 (Credit Card #1) and $984.63 (Credit Card #2), that is due with interest for money lent by Plaintiff to Defendant. 20CASE NO.: WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, WEEMS GROUP, LLC, for damages, attorney’s fees and costs, and for such other and further relief as this Honorable Court deems just and appropriate under the circumstances. COUNT XVI (Unjust Enrichment-Plead in the Alternative - WEEMS GROUP, LLC) 114, Plaintiff repeats and realleges the preceding allegations contained in Paragraphs | through 23, 93-95, 100, 101,105 and 109 above as though fully set forth herein, 115. Valuable credit card services have been rendered to Defendant, WEEMS GROUP, LLC. Further, Defendant has benefited from all the charges made to the WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Plaintiffis entitled to compensation for same. 116. If Defendant, WEEMS GROUP, LLC does not compensate Plaintiff, then the Defendant will be unjustly enriched at the expense of Plaintiff. 117. Defendant has been unjustly enriched at the expense and detriment of the Plaintiff in the sum $50,867.28 (Credit Card #1) and $984.63 (Credit Card #2), no part of which has been paid, although duly demanded. 118, Plaintiff has no adequate remedy at law. WHEREFORE, the Plaintiff, FIRST-CITIZENS, respectfully requests that this Honorable Court enter Judgment in its favor and against Defendant, WEEMS GROUP, LLC, for unjust enrichment, plus attomey’s fees and costs, and for such other and further relief as this Honorable Court deems just and appropriate under the circumstances. COUNT XVIII (Breach of Kerri Weems Guaranty) 119. Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 93-95, 100, 101, 105 and 109 above as though fully set forth herein. 21CASE NO.: 120. This is an action to enforce the guaranty executed by Defendant, KERRI WEEMS, personally, concerning the indebtedness incurred through WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Accounts. See Paragraph 18 and Exhibit “J.” 121. Under the KW Guaranty, KERRI WEEMS guaranteed payment of — the indebtedness owed by Defendant, WEEMS GROUP, LLC to First-Citizens. 122. _ First-Citizens owns and holds the KW Guaranty. 123. Defendant, KERRI WEEMS has breached the Guaranty by failing to pay all amounts due and owing under the WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Accounts despite default and proper notice and demand by Plaintiff. WHEREFORE, Plaintiff demands judgment for money damages against Defendant, KERRI WEEMS, for all amounts due and owing by WEEMS GROUP, LLC under the WEEMS GROUP Credit Card #1 and #2 VISA Agreements and Accounts, including, but not limited to, the total balance due, interest, reasonable attorneys’ fees and costs in this action and that the Court retain jurisdiction for the purpose of awarding such other and further relief as this Court deems just and appropriate. COUNT XIX (Foreclosure of Security Interest in UCC Tangible and Intangible Property and Goods) 124, Plaintiff repeats and realleges the preceding allegations contained in Paragraphs 1 through 23, 26, 27, 29, 34, 37-39, 45-47, 53-54, 57, and 6labove as though fully set forth herein above as though fully set forth herein. 125. This is an action to foreclose a security interest on certain tangible and intangible property and other goods, with a value believed in excess of $30,000, exclusive of interest, costs, and attorneys’ fees, and therefore is in the jurisdiction of this Court 22CASE NO.: 126. Asadditional security for the payment of all sums due under the Note, and as further evidence and perfection of the security interest which HONEY LAKE FARMS, INC. granted to Plaintiff in certain tangible and intangible property (collectively “Collateral”) through the execution and delivery of the Note, Commercial Security Agreement, Guaranty and other Loan Documents (see Exhibits “A” through “F” which are incorporated herein), and by the execution and delivery of a UCC-1 Financing Statement for the payment of all sums due under the Note and credit card agreement; HONEY LAKE FARMS, INC. granted Plaintiff a security interest in the Collateral as defined in the subject Loan Documents, and as more specifically set forth in the UCC 1 Financing Statement recorded in the Florida Secured Transaction Registry, on September 15, 2021, at Instrument number 202108457288 (“HONEY LAKE UCC Lien”). See Exhibit “D.” 127. Title to the Collateral property is in the name of Defendant HONEY LAKE FARMS, INC. 128. Plaintiff is the owner and holder of the Loan Documents and the UCC-1 Financing Statement, 129. Defendant, HONEY LAKE FARMS, INC. and Guarantor CHARLES WEEMS have defaulted under the terms of the Loan Instruments and the Guaranty, by failing to make the March 5, 2022 payment, and all full subsequent payments. 130. Plaintiff elected to accelerate payments and declares the full amount under the Loan Instruments due and payable in full. 131. As of May 5, 2022, there is now due, payable and owing to Plaintiff from Defendant, HONEY LAKE FARMS, INC. and Guarantor CHARLES WEEMS, the total aggregate amount of $645,281.28 (includes both the Note and VISA Business Credit Card Accounts) under the Loan Instruments, which includes interest, late charges, attorney's fees, and 23CASE NO.: other expenses owed through that date. However, interest continues to accrue thereafter at a per diem rate, plus any late charges, advances, or other fees. 132. Plaintiff has satisfied all conditions precedent to the filing of this action. 133. Plaintiff has employed the undersigned law firm as its attorneys to prosecute this action and has agreed to pay said firm a reasonable fee for its services herein and has incurred and will incur costs in conjunction with this lawsuit, all of which are an additional indebtedness owed to Plaintiff by Defendant, HONEY LAKE FARMS, INC. and Guarantor CHARLES WEEMS in accordance with the terms of the loan documents. WHEREFORE, the Plaintiff, FIRST-CITIZENS BANK & TRUST COMPANY, requests that this Court order, that if the sums due to Plaintiff are not paid within the time set by the Court, that the Collateral property be sold to satisfy Plaintiff's claim, that a deficiency judgment be entered for the sum remaining unpaid in favor of Plaintiff and against the Defendants, HONEY LAKE FARMS, INC. and Guarantor CHARLES WEEMS, and all persons claiming under or against Defendant, HONEY LAKE FARMS, INC. and Guarantor CHARLES WEEMS, since the filing of the Complaint, that Plaintiff shall be ordered to have all rights, title and interest in and to the Collateral, including the licenses, permits, development rights, warranties and any other ri assigned and set forth in the UCC, together with any other relief as this Court deems just and proper. 24CASE NO.: ERIFICATION Under penalties of perjury, I declare that I have read the foregoing, and the facts alleged therein are true and correct to the best of my knowledge and belief. — Print Name:_@>\oro AHHH 2 Pr Executed on May 19, 2022. As’ ident Dated this 19" day of May, 2022. EDWARDS MAXSON MAGO & MACAULAY, LLP Attorneys for Plaintiff; First-Citizens Bank & Trust Company 101 NE 3" Avenue, Suite 1500 Fort Lauderdale, FL 33301 (954) 312-3482 - Telephone (954) 356-0406 Facsimile By: __/s/ Gary I. Masel Gary I. Masel Fla, Bar No.: 26532 Email: gmasel@[Link] 25PLAINTIFF'S: EXHIBIT ly Wat PROMISSORY NOTE Principal Toan Date | Maturity Toan No all7 Col ‘Account | Officer | Initial $500,000.00 _| 09-03-2021 |09-05-2022 391666] sit79 References ine boxes above a or Lenders use onl and do nol iil te appicably of is document fo ary parila oan or Wem. iy tr sbove cniing °°" nas bean omited ee to at engin natons v Borrower: HONEY LAKE FARMS, INC. Lender: [Link] Bank & Trust Company 11000 RIVERSIDE AVE San Maree Office JACKSONVILLE, FL 32204 4471 San tlarco Blvd Jacksonvile, FL 32207 Principal Amount: $500,000.00 Date of Note: September 3, 2021 PRONISE TO PAY. HONEY LAKE FARMS, INC. ("Borrower") promises to pay 10 FiistCkizens Bank & Trust Company ("Lender"), of order, la lavful monoy of tho United States of Ametiea tho principal amount of Flve Hondrod Thousand & 00/100 Dalle ($$00,000.00) of so much as may be outstanding, together with Interest on the unpaid outstanding principal balanco of each advance. Intorest shall bo calelated from the ato of each advanco unl repayment of each advance. PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid Intoroston Septomber §, 2022. In addition, Borrowor will pay regular monthly paymonts ofall accrued unpald intarest dua as of each payment dato, beginlng October 8, 2021, ‘with al Subsequent Interest payments to be duo on the samo day of each month aftr thal. Unlass othorwse agreed or requlred by applicable Taw, paymonts wil be applied to tho fllowing inthe order specified: (I) unpald Intorest accrued to the dato of paymont ortho date payment it 4ve (at Lender's option; the unpaid prnelpal component of any payment then due (i) unpaid late charges, returned check fees, prepayment penalties, clloetion costs, and thar chargos then due; and (Ww) tho unpsid principal balance. Applying payments inthe foregoing manner, Lendor may, at its option, satisfy sums ewing in tho order in which thoy wore bled, assessed, charged, or accrued. Borrower will pay Lender at Londors address shown abovo or at such other place as Lender may designate in writing. YARIABLE INTEREST RATE. Tho inlerest rate on this Note is subject to change from time fo Ume based on changes in an independent index which i the Pime Rate 8s pubished in, or made avaiable by, The Vial treat Joumal on the fast business day of the month (the “Index"). The Index i not necessary the fowest rate charged by Lender on its loans. Lender il ell Borrower the curent Index upon Borrowers request. The interest rale change wil not occur more often than eazh month. Any change lo the interest rate wil take effect on tho fret Gay of calendar month based on the Index a5 of ihe last business cay of the preceding calendar month, Borrower understands thal Lendes may make loans based on other rates as well. The Index eurrontly Is 3.250% per annum. lnlerest on the unpaid principal balance of inis Note wil be caleuated 3s descibed in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.800 percentage points over the Index (tie "Margin, adjusted i necessary for any minimum and maximum rate litatons descrived below, resuling in an inital rate of §.000%, Il Lender cetermines, in ts sole dscreton, nat the Index for this Note has become unavailable, oF Unretable, ellher emporanly, indefinitely, of permanent, or a new index rate has become a widely-recognized replacement benehmark rate for the Index in newly érqinated leans enominated in U.S. dots in the U.S. market 3s delermined by Lender, during the term of this Nole, Lender may amend this Note by esignaling a subsiute Index. Lender may also amend and acjust any margin corresponding to the Index being substituted to accompany the subsitute Index, The change to the margin may be a poslive or negative valve, o° zero, In making these amendments, Lender may take Into consideralon any then-prevaiing market convention for celecing a substitu index and/or margin. Such en amendment to Une terms of this Note wil become effecive and bind Borrower aller Lender sends writen natice to Borrower without any action or consent of the Borrower Margins coresponding to the Index are cescrbed in the “Payments” section. NOTICE: Under no circumstances will the effective rate of Interest on tis Note Be ess thah 5.000% por annum or more than (except for any higher default rate showa below) tne lesser of 18.00% per ‘annum or the maximum rate allowed by epplicale av, INTEREST CALCULATION METHOD. Interest on ths Note is computed on a 365/360 basis; that I, by applying tho ratio of the interest rate ‘vor a yoar of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balanco is ‘outstanding. All Interest payable under this Noto ls computed using ths method. This ealeulation method rosuts Ina highorolfective Interest ‘ate than tho numeric intrest rate stated inthis Note. PREPAYMENT. Bortower agrees that all loan fees and other prepaid finance charges are earned (ully 35 ofthe date of the loan and will not be ‘subject lo relund upon early payment (whether voluntary or ae a result of defaull, except as otherwige requieed by Taw, Except for the foregoing, Barroner may pay witout penalty all ora portion of the amount owed earker than it is due. Early payments wil not, unless agreed to by Lender in writing, toleve Borrower of Borrowor's obfigation to continue lo maka payments of accrued unpald interest. Rather, early payiments wi reduce the principal balance due, Borrower agrees not fo send Lender payments marked "pald In full” "without fecourse”, oF Simiat language. If Borrower sends such a payment, Lender may accept it without losing ary af Lender’ rights under this Note, and Borrower ‘will emain abigated (o pay any further amount owed to Lender. All writen communications concerning élsputed amounts, incluéing any chock fr olher payment instrument tnatIncieates that tho payment constitutes "paymont in ful” of the amount cwed or that ls tendered with other Conditions of limitations or as full satisfaction of a dlsputed amount must be malled or delivered to: First Cltzons Bank, Loan Servicing Department-DAC20, PO Box 26892 Raleigh, NC 27611-6692, LATE CHARGE, If a payment Is 11 days oF more late, Borrower will be charged 5.000% of the urpald portion of the roguarly scheckled payment, INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased 10 16.00%. However. In no event wil he interest rate exceed the maximum Interest raleKnitaons under applicable la DEFAULT. Each ofthe folowing shall consbtute an event of default "Event of Default" under this Note: Payment Default. Borrower ails to make any payment when due under tis Note. thor Dotaults, Borrower fails to comply with oF to perform any other term. odlgation, covenant or condition contained in this Note or ia ‘ay of the relaied documents orto comply with or to perform any term, ebigation, covenant or condiion contained in any other agreement ‘between Lenser and Borrower Default in Favor of Third Parties. Borrower ar any Grantor delaults under any loan, extension of credit, securily agreement. purchase of sales agreement, 0 any other agreement, in favor of any other exedtor or person that may materially affect any of Borrower's property oF Borrowers abity to repay this Note or perform Borrower's cbigalions under tis Note of any ofthe related documents.PROMISSORY NOTE HE s16cc (Continued) Page 2 Loan No: False Statements. Any warranty, representation or stetoment made or furnished fo Lender by Borrower or on Borrower's behalf under this Note of tre related documents is false or misleading in any material respect, ether now or at the time made oF fumistied or becomes false ‘or misleading al any time thereafter. lnsolvancy. The dissolution of lerminalon of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any pert of Borrowers property, any assignment for the benefit of creditors, any type of credilor workout, of the ‘commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, seithelp, tepossession or any other melhed. by any credior of Borrower or by any governmental agency agaist any collateral secuting the loan ‘This includes a gamnishment of any of Borrowers accounts, including deposit accounts, with Lender. However, this Event of Default shal ‘not apply If there Is a good fath dispute by Barrower as o the validly or reasonableness of the claim whichis te basis of the creditor ot forfeture proceeding and i Borrower gives Lender written notice ofthe eredtor or forfeiture proceeding and deposits with Lender monies oF 2 surely bond for ne creditor or forfeiture proceeding, in an amount determined by Lender. Ins sae oiscreion, as being an adequate {serve or bond forthe dispute Events Affecting Guarantor. Any of the preceding events occurs with raspect to any Guarantor of any of the Indebedness oF any ‘Guarantor cies or becomes incompetent, or revokes or cisputes the vality of, or Habilly under, any guaranty of the Indebiedness evidenced by this Note. Change In Ownorshlp. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change, A matotal adverse change occurs in Borrowers financial Condon, or Lender believes the prospect of payment or performance of this Note fs impaired. LENDER'S RIGHTS. Upon default, Lender may declare the entice unpaid principal balance under this Note and all accrued unpaid interest Jmmediately due, and then Borrower will py that amount ATTORNEYS’ FEES; EXPENSES. Lender may tice or pay someone else to help collect this Note if Borrower does not pay. Borrower wil pay Lender tne amount of these cosis and expenses, which incudes, subject fo any limils under applicable law, Lender’ reasonable atlornays' fees and Lenders legal expenses whether or nol there Is a leweul, including reasonable allomeys’ fees and legal expenses for Danruptcy proceedings (including efforts to modity or vacate any aulomaic slay o* injunction). and appeals, If not prohibited by appleable law, Borrower iso wil pay any cour cass, in addkion fo all ther sums provided bylaw. JURY WAIVER, Lender and Borrower horaby walvo tho right to any Juy tll In any action, ‘or Borrower against the other. [GOVERNING LAW. This Note wil be governed by federal law applicable to Lender and, to tho extont not preempted by fodeal law, the laws of the State of Florida without regard to ts conflets of Iw provisions. TAls Noto has been accepted by Lender in tho Stat of Florida, DISHONORED ITEM FEE. Borrower will pay 2 fee Lo Lender of $25.00 If Borrower makes a payment an Borrower's loan and the check or preauthoraed charge with which Borrower pays is later eishonored, RIGHT OF SETOFF. To the extent permiied by applicable law, Lender reserves aright of selot inal Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jolnly with somecne ese and all accounls Borrower may open in the future, However, tis does not include any IRA or Keogh accounts, or ary trust accounts for which selolf would be prohibited by tow. Borrower auinorzes Lesder, tothe extent permed by applicable aw, 1o charge or Selo all sums owing on the indeblodness against any ard all such accounts, and, at Lenders option, to administratively treeze all such accounts to allow Lender to protect Lenders charge end seta! fights provided In thi paragraph. LUNE OF CREDIT. This Note evidences 9 revolving fine of credit. Advances under tis Note, as well as directions for payment from Borrower's accounts, may be requested oral or in wing by Borrower or by an authorized person, Leder may, BUI need nat, requte that all ral requests be confimed in wring. Borrower agrees to be able for all sums either (A) advanced in accordonce withthe instuctons of an authorized person of (8) cede to any of Borrowers accounts wilh Lender. The unpaid pricpal balance owing on this Nole at any lime may be ‘evidenced by endorsements on his Note or by Lenders internal record, including daly computer pin-out. SIMPLE INTEREST. This Note is a simplenterest note. Inlerest continues to accrue unlil payments are received by Lender. The payment schedule conlained in his Note assumes thal all payments wil be made on the scheduled dve Gales. LOAN AGREENENT, This Nole is subject fo the provisions of each loan agreement glen, received, of signed in connection with this toan \ransaction, the terms and conditions of which are incorporaled herein by relerence. Any failure (o comply withthe erm ane condlions of any seh loan agreement shall constitte an adsilanal “Event of Default” under the terms of this Note, i the etm of any such loan agreement onfict withthe terme ofthis Note, the terms of his Note shal contro RIGHT TO CURE; ACCELERATION. Except 35 provided in this section, if an Event of Defaults curable and no notice has been previously given by Lender of the same or any olner Event of Default within the preceding 12 months, Borrower shall have 30 days following Lenders giving of willen notice of defaut within which to cure the defaut belore Lender may requie the immediate payment of ths Note in ful. the defaut is ‘urable But cannot reasonably be cuted within the 30-day cure period, and if Borrower commences to cure ihe default during the 30-day cure period and diigently proceeds therealter to cure such default, then the cure period shal be exlendes for a reasonable time nol lo exceed an Sdstional 30 days (fora total of 60 days) in order to provide Borrower tho Opportunity {0 cure the efaul, However, Borrower shall nat be ‘nlited to nollee of default or tne opportunty to cure @ defaul i Lender has previously gven notice of a defaul within the preceding 12 monthe rif the defaul occurs because of (a) falure to pay any payment of principal or interest or other sums as and when dup under the terms ofthis, Note, (0) the commencement by Borower of any proceeding for protection under any bankrupiey or insolvency laws, (c failure to maintain in coninuous ful force and effect any requved insurance on any cofoleral that secures repayment ofthis Nole, of (¢) any waste of any uninsured ‘damage or injury to any collateral securing repayment ofthis Note thal substantia reduces the value of ine colaterat, or the immediate Uweat ‘of eny such waste of uninsured damage or injury. Lender's notice of default shall be given in writing and shall be dcomed given when (a) mailed by frst dass of certified mat fo Borrower al an adcress Lencer has for Borrower in Lender's records, of (B) when actualy received by Borrower, ‘whichever frst occurs. Noli to any Borrower ehal consttule notice to al! Sorowers. The provisions of this section are in addition to and do ot supersede or limit the appicabon of any controling provisions of state law concerning notice of defaul, the right (0 cure, or the right to rocsoding, or counterclaim brought by ether LendorPROMISSORY NOTE Loan No: (NES 1666 (Continued) Page 3 feinstale. and nothing inthis Note shall be deemed a waiver of those provisions: provided, however, thatthe provisions ofthis section and any such siate law shall un concurrently. 1 (a) an Event of Detault occurs and Borrower fs nol ened under this section fo notice of default and the opportunity to cute, or (2) an Event (of Default occurs and te defaull is not cured curing any applicable eure pered following the giving of any requted notice of default then Nis ‘Note shall, at Lender's eption. become dua and payabia In full without demand or notice of any kind. in addin, if Lenger has the right to ‘accelerale this Note under the provisions of any security Instrument as a result of eolateral being sok, wanslerred, conveyed or encumbered Lender shal nt be further obigled to advance loan proceeds and inis Note shal. at Lenders option, become due and payable in full without demand oc notice of any kind. Lender’ failure to exercise any of the foregoing options shal not consltuie a waver of te right to exerise such ‘plions. Waiver by Lencer of any default or ight to accelerate shall not operate 2s a waiver of any ether defaul or ght to aecelerae oF of the ‘me defaul or right to aocelerate on a ulute occasion. Except as olnerwise provided by law, acceptance By Lender of payment of less than ‘he entre unpaid balance afer acceleration of tis Note shall not waive tho acceleralion, and Lender shal be enti to proces with is rights ‘ang remedies as noteholder (and as secured party. Mf applicable). ‘Notwitnstanding any rights Borrower may have to notice of defauit end opportunity to cure, Lender will have no obligation to advance funds ‘under this Note if” (@) Borrower isin dafaut under the terms of this Note or any agreement tat Borrower has with Lender, ineluding any ‘greement mage in connection with the signing of this Note, (0) any instrument securing repayment of tis Note Is In default, (c) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guaranlor’s guarantee of this Note or any ether loan wilh Lender, oF (@) Borrewer nas applied funds advances pursuant lo this Note for purposes ather than those authorized by Lender. INFORMATION ABOUT OTHER OBLIGATIONS. Lender is authorized 10 obtain such information about eech Borrower's other obligations as Lender may reasonably request from the creditors of each Borrawer, The Information requesled may incluse, but fs aol limited to, the Borrowers cred mil, the emount then owing to the crete, the terms of repayment, wnelner tne obligation is being paid as agreed, whethet {he Borrower Is entiled to obtain addtional credit advances, and the current payol! amount. The creditors of each Borrower are auhotized and rected to promplly provide (0 Lender the information requesteg by Lender. BORROWER'S FINANCIAL INFORMATION. For purposes of this section, “Financial Information” means information relating to Borrowers faances. Borrower covenants and agrees with Lender thot, untl this Note & paid ia (ull and Borcawer i no Tanger ented to obtain credit savanees, Borrower wil fumish Lender with such Flnanckl Information at such tes and in such celal as Lender may reasonably request, Including, but nol Kmited to, the following: () Borrowers personal fnancial stalement (if Borrower is an inaividual 6) Borrowers quarterly and yearend balance sheet and profi and loss statements (if Sorzwer is engaged in business actives); (i) copes of Borower’s federal and stale {x returns and all schedules clatng thereto. including Schedule Kt (if appizable): and (w) such addtional information and statements, lists of ‘asses and labile, aging of recetvables and payables, inventory schodules, budgets, forecasts, ax relums, and other reports with respect to Bocromer's financial condition and business operations as Lender may reasonably request trom time to lime. Borrower warrants and repcesenis tnat (all Financial information Borrower has provided and wnat has been provided on Borrowers behalf to dale fs ve and accurate In all material respects and fily presents Borrowers Enancial condiion and business transactions a of the date of ‘he Financia Information provided, and () Fanci Information Borrower provides and thal Is provided on Borrower's behalf in he fulre will be ‘vue and accurate in all maleal respects and will sity present Borrower's francal condiion and business (eansactions at of the date of the Financial Information provided. Borrower further warrants and represents thal, except as specifialy disclosed in the Financia information, Bercower has no direet or contingent Babies; (i) tle o al assets Isted inthe Finaneal Information is solely in Borrower's namo, end no other person or ently has an interest in such assets; (H) there exis no Kens, encumbrances, or defects nor upon the asses sted in (ne Financial Information; (w) al taxes owed by Borrower have been full pala and discharged, except taxes not then due and payable without penalty: (¥) there ate no claims, actions, or proceedings pending or threatened against Borrower or any of Borrower's property, and (v) there are 10 [pagent or ens against rower ot any of Botowars propery. Wi respect to each copy of otewers tx fume hen fo Lender. rower warrants and represenis that (the copy Is @ tre and accurate copy of te return, as fled; (i) he orginal of the retum was propery Signed er eleevoniaty sotensted by Barone’ er'on Borowers Sena and submited fo the sppoprat or auincty and) he ten ‘accurately slates Borrower's income, deductions and tax labiay for the period staled. Borrower acknowledges that Lender has reled ond will tely on Borrower's Finandal Information Borrower covenants and agrees (0 send writen notice to Lender within fve (8) business days after the occurrence of any change that is both ‘material and adverse in (a) Borrowers financial condiion or businass transactions, (0) Borrowers ably to perform Borrower's obligations to ender, or (e Financial information previously gWven, Borrower authorizes Lender and is affiates to make such credit, employment, and investigative inquires about Borrower from time to tine as Lender and is afiltes deem appropriate to evalvale Borrower's financial siength, character, and credit history, to administer the loan evidenced by this Nole, and to collect sny sums owing. Lender fs authorized o veriy information about Borrower and cblan consumer reports) bout each individual who signs this Note es e Borrower or ino representave eapacty on behalf ofa Borrower, SUCCESSOR INTERESTS. The terms of this Note stall be binding upon Borrower, and upon Borrower's helt, personal representatives, fuecessors and assigns, and shal inure to the benefit of Lender and is successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does nat agree or Intend to pay, 2nd Lender does not agree or Intend to contract for, charge, colec, take, reserve or receive (olectvely referred to hereln as “charge oF collect), any amount in the nature of interest or in the nature ofa fee fortis Ioan, which would In any way or event (nciuding demand, prepayment, oF acceleration) cause Lender to charge 0° callect more for this loan than the maximum Lender would be permitted 10 charge or collet by federal law or the law of the State of Flr (es applicable). Any such excess ilerest or unausherized fee shal, Instead of ‘Snyfhing stated to the contrary, be appted fist to reduce the princia balanen of this loan, and when the principal has been paid in ful, be Teltnded lo Borrower. Lender may delay oF forgo enforcing ary of ts rights or remacies under this Note without losing them. Borrower end any ‘ther person who signs, quaranices or endorses this Note 0 the extent allowed by lav, waive presentment, demand for payment, and notice of ‘shone. Upon any’ change in the terms ofthis Note, nd unless otherwise expressy stated in wring, no party who signs this Note, whether ‘Ss maker, guarantor, accommodation maker or endorse, sall Be released from lablty. All such parbes ayes thal Lenser may renew or extond ((epeatedy'and for any length of tie) tis loan or release any party or guarantor or catatral; or impair fil to realize upon or perfect Lender's ‘Seeunly Interest in the cotteral and take any other action doomed necessary by Lendor without the consent of or nollea to anyone. All such partes leo agree thal Lender may mocly this loan without the consent of er notice to anyone other than the party with whom te modification ‘Smade. The obligations under th's Note ere jint and severalPROMISSORY NOTE Loan No:,EEMEso1c66 * (Continued) Page 4 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. Florida Documentary Stamp Tax Florida documentary stamp tax required by faw In the amount of $1,750.00 has been paid or will be paid directly to the Department of Revenue. Certificate of Registration No, 561990525-003,PLAINTIFF'S EXHIBIT BBN BUSINESS LOAN AGREEMENT Principal | Loan Date] Maturity [Loan No Gali Ca Recount] Officer | tnitials $500,000.00 _| 09-03-2021 09-05-2022 1591666| sia | af} elrences Te bones above ave for Lenders use ony en go ol nh appicaby of ns documento ny pacar oan oem, Bite above conning °°" Nas been omited aust ena Remoons Borrower: HONEY LAKE FARIS, WC. Lender: [Link] Bank & Test Company 1000 RIVERSIDE AVE! Saniarco office JACKSONVILLE, FL 32204 1474 San Hateo Bd Jacksonville, FL 32207 ‘THIS BUSINESS LOAN AGREEMENT dated September 3, 2021, is made and execuled between HONEY LAKE FARMS, INC. (‘Borrower") and FlrstCiizans Bank & Trust Company ("Lender") on tho following torms and conditions. Borrower has recolved prior commercial loans from Lender or has applied to Lendor for a commercial loan or loans or other financial accommodations, lnluding thoso which may bo described on ‘any oxhbIt of schodulo attached to this Agreoment. Borrowor understands and agroos that: (A) In granting, renewing, or extending any Loan, ‘Lender Is relying upon Borrower's representations, warranties, and agreoments as set forth in tls Agreamont; (8) the granting, renewing, of ‘extending of any Lean by Londor at all tines shail bo subject to Lenders solo judgment and discretion; and (C) all such Loans shal! be and {omain subject to the terms and conditions of this Agreement. TERM, ‘This Agreement shal be elfectve as of Seplember 3, 2021, and shall contioue in full force and effect until such time as all of Borrowers Loans in favor of Lender have been paid in full, Including principal, ineresl costs, expenses, alfomneys' fees, and olher fees and charges, or unll September 5, 2022. LINE OF CREDIT, The Indebtedness includes 2 revolving ine of ered CONDITIONS PRECEDENT TO EACH ADVANCE. Lenders obligation to make the Intlal Advance and each subsequent Advance under this ‘Agreement shall bo subject to the fulllment to Lenders satisfaction of all of the conditions set forth in this Agreement and inthe Related Documents. Loan Documents. Borrower shal provide to Lender the folowing documents for the Loan: (1) the Note: (2) Security Agreements ‘ranting to Lender secunly Interests in the Colistera; (3) ‘naneing slalemenis and a ether documents perfecting Lenders Security Interests; (4) evidence of insurance 2s required below; (5) guaranties; (6) togethor with all such Related Documents as Lender may requie forthe Lean: alin frm and substance saistactory to Lender and Lender's counsel Borrowor’s Authorization. Borrower shall have provided in form and substance talislactory to Lender properly certified resolutions, duly authorizing ne execution and delvery ofthis Agreement, the Note and the Related Documenis. In addon, Borrower shal have provided 50h ether resolutions, authorzations, documeris and instruments as Lender oF ts counsel, may requ. Payment of Fees and Expenses. Borrower shall have paid to Lender al fees, chaiges, and other expenses which are then due and payable as specified in his Agreement or any Related Document Ropresontations and Warranties. The copreseniations and warranlies sot forth in this Agreement, inthe Reload Documents, and in any ‘document or cerifcale delivered to Lender under ins Agreement are tue and correct, No Event of Default. There shall nol exist at the time of any Advance a condiion which would constitute an Event of Defaull under his ‘Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants lo Lender, as ofthe dato ofthis Agreement, as ofthe date of each disbursement of loan proceeds, as ofthe date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a non-profit corporation which is, and at all times shal be, duly organized, valay existing, and in good standing Under ond by vitue of the laws of the Slate of Floida. ‘Borrower is duly authorized to vansact business in al oher stoles in which Borrower is doing business. having obtained a necessary flings, governmettalIcanses and approvals for each stale in which Borrower Is doing business, Specifically, Bortower is, and at al limes shall be, duly ualtied as a foreign corporation inal states in which the fale to ‘80 qually wouls Rave a material averse effect on is business of financial condition, Borrower has the full power and authoriy to own ils Properties and to transact the business in which it fs presently engaged or presently proposes to engage. Borrower maintains on office at 41000 RIVERSIDE AVE, JACKSONVILLE, FL 32204. Unless Borrower has designated otherwise in wring, the principal office Is the ofice at which Borrower Keéps its books and records including ils records concerning the Collateral, Borrower will molly Lender prior to any change inthe loestion of Bartowers state of organization or any change in Borrower's name. Borrower shal do all things necassary 10 Dteserve and to keep in full force and effect Is existence, rights and privileges, and shall comply with all regulations, rules, ordinances, Slalutes, orders and decrees of sny governmental or quasi-governmental authorly oF court applicable to Borrower ana Borrower's business activities Astumed Business Names. Borrower has fled or recorded all documents of flings required by law rlatng o all assumed business names ‘used by Borrower. Exclucing the name of Borrower, the following isa complete ist of al assumed business names under whieh Borrower ‘oes business: None. ‘Authorization, Borrowers execulion, delvery, and performance of this Agreement and all ihe Relsted Documents have been duly ‘unorized by all necessary action by Sorrower and do aot conflict with, resull I @ Volation of, oF constitute a default under (3) any Brovision of (a) Borrower articles of incorporation or erganizalion, of bylawe, of (B) any agreement or alne instrument binding Upon Borrower or (2) any lav. governmental regulation, court decree, or order applicable lo Borrower or to Borrowers properties. Finanelal Information. Each of Borrowers financial statements supped 10 Lender tly and completely disclosed Borrower's financial ccondiion ag of te date of the statement, and there nas been no material adverse change in Borrower's financial condilon subsequent to the date of tie most recent financial statement supplied lo Londer. Borrower has no mata contingent obligations except as disclosed in seh financial statements. Logal Effect. This Agreement constitutes, and any instrument or agreement Borrovier Is required to give under this Agreement when ‘evered will constitute legal, valid, and binding obigalions of Borrower enforceable againet Borrower in accordance with thei respective tame.BUSINESS LOAN AGREEMENT Loan No: ENNIS 1666 (Continued) Page 2 Propertis. Excopt as contemplated by his Agreement or as previously disclosed in Borrower's financial statements or In wing to Lender ‘and as aecepied by Lender, and except for property lax lens for taxes nol presenily due end payablo, Borrower owns and has good tle to ail of Borrowers properties free and clear of at Securily Inferess, and has nal executed any securiy documents or fnancing statements Felating (0 such properies. All of Borrower's properties ae iled in Borrowers legal name, and Borower has not used or fled a financing Salement Under any ether name for at least tne las ive (5) years, Hazardous Substances, Except as disclosed to and acknowedged by Lender in writing, Borrower represents and warrants that: (1) Outing {he period of Borrowers ownership ofthe Collateral, here has been no use, generation, manufacture, storage, eatment, disposal, release or tweatoned release of any Hazardous Subsiance by any person on, under, about af from any of ihe Calista, (2) ‘Borrower has no ‘knowledge of, oF eason to believe that there has been (2) any breach or violation of any Environmental Laws; (b) any use, generation, marufaciure, sorage, treatment, disposal, release or threatened release of any Haza‘dous Substance on, under, avout oF from the Collateral by any prior owners or occupants of any of the Collateral: oF (c) any actual or threstened tigation or claims of any kind by any person relatng fo such matters. (3), Nelther Borrower nor any tenanl, contracior, agent or other autheized user of any of the Collateral Shall use, generate, manufaclue, store, Irea dispose of o° release any Hazardous Subslance on, under, about or trom any of the Collateral: dnd any ‘such ctv shall be conducted In compliance with all appteable federal, slate, and local laws, reguatons, and ‘rdinances. including without limitation all Environmental Laws. Borrower authorizes Lender and its agenis to enler upon the Collateral 10 ‘make such inspections and tests as Lender may deem eppropriate to determine compiance of the Colaleral with this secon of the Agreement. “Any inspections or tesis made by Lender shall be al Borrower's expense and for Lenders purposes only and shall not be Cconsted to create any responsibilty or llabity on the part of Lender to Borrower or 12 any olher person, The represenialions and Warranties coniained herein are based on Gorower's due diigence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any fulure claims against Lender for indemnly or contribution in the event Borrower becomes lable for ceanup or olher casts under any such laws, and. (2) agrees to Indemmily, delend, and hold harmless Lencet against any and all aims, losses, Gablties, damages, penales, and expenses which Lender may drecly of indirectly sustain resuling ftom 2 breach of this seclion of the Agreemenl or as'a consequence of any use, generaion, manufacture, storage. felease or threatened release of a hazardous wasle or substance on the Collateral, ‘The provisions of this section of the Agreement, fnchiding te obligation to indemnity and defend, shall surdve the. payment of the Indebtedness” and the termination, expralion of Salisfacion of this Agreement and shall not be affected by Lender's acquision of any inlerest in any of the Coleteral, whether by Toreciosure of otherwise Litigation and Claims. No tigation, claim, investigation. administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending of threatened, and no other event has occurred which may materially adversely atfect Borrowers financial Condition or proper, otner than liigalion, claims, or ethor events, i any, that have been ciscosed lo and acknowledged by Lender in wilting Taxos. To the best of Borrower's knowledge, all of Borrower’ tax roluns and reports that are or were requied to be filed, have been flee, and al taxes. assessments and olher governmental charges have been paid In full. except tnose presently being orto be contested by Borrower in good faith in the ordinary course of business and for which adeqUate reserves have been provided, Len Prfoiy. Unless othonvise previously disclosed to Lender in writing, Borrower has not eniered into or granted any Securiy Agreements, or permitied the fling or alachment of any Securky Inleresis on or affecing any of the Colaeral direct of indirectly securing repayment of Borrowers Loan and Note, tnal would be prior or thal may ia any way be superior to Lender's Secufily Interests and fights in and to such Colter Binding Effect. This Agreement, the Note all Securiy Agreements (it any), and all Related Documents are binding ypon the signers thereat, as wel as upon their successors, representalives and assigns, and are legally enforceable in accordance with (helt respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender tha, so long as this Agreement remains in effec, Borrower wil Noticas of Claims and Ligation. Promptly inform Lender in wring of (1) all materal adverse changes In Borrower's financial condition, ‘and. (2) all existing and a ivestened itgation, claims. Investigations, adminisvalwe proceedings or similar actons atfecing Borrower oF ‘any Guatantor which could material affect the financial condion of Borrower ar ine financial condition of any Guarantor Financial Records. Maintain is books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and eudt Borrower's books and records at all easonable times, Financial Statoronts, Furnish Lender with the folowing ‘Annual Statoments. As soon as avaiable, but in no event later than rinely (80) days aller the end of each fiscal year, Borrower's balance sheet and income statement for he year ended, prepared by Borrower inform satsfactay to Lender, Tox tums, As soon ae aafabla, bul n no event ler than rnety (00) days ater te appcabe ting cate fr In tx reporting period ended, Borrower's Federal and other governmental tax retuns, prepared by a tax professional slistactor to Lender. ‘Additional Requirements. Such additional information and slatements, lists of assets ond labities, aging of receivables and payables, inventory schedules. budgels, forecasts. tax relums, and olher reports, including but not limited {0 sent rots, with respect (0 Borrowers financial condiion and business opeations as Lendor may reasonably request fram time fo tim. All Sinancial reports requited to be provided undor this Agreement shall be prepared In accordance wilh GAAP, appled on a consistent basis, and cated by Borrower as being true and correct ‘Additions Information. Furish such addtional information and statements, a2 Lender may request from time to tine. Insurance, Maintain fe and other tsk insurance, pubic labliy insurance, and such other Insurance as Lender may require with respect to Borrower's properties and operations, In form, amounts, coverages and with insurance companies acceptable to Lendor.. Borrower, upon fequest of Lender, will delver to Lender from time fo time the policies or certificates of insurance inform salisfatory to Lender, including ‘Stipulations that coverages wil not be canceled or deninshed without al least ten (10) days prior written notice (o Lender. Each insurance palcy also sha include an endorsement proviing thal coverage in favor of Lender will nol be impaired in any way by any acl, omission oF Sefauit of Borrower or any other person. In conneaiion with al poles covering assels In whieh Lend holds of Ts offored a securyBUSINESS LOAN AGREEMENT Loan No: (EEE 1666 (Continued) Page 3 interest for the Loans, Borrower wil provide Lender with such lender's foss payable or other endorsements as Lender may requ, Insurance Roports. Furnish to Lender, upon requost of Lender, reports on each existing insurance policy showing such information as ender may reasonably request, including witnout lation the following: (1) the name of ihe insurer, (2) the risks Insured: (3). the ‘amount ofthe policy; (4) the properties insured; (8) the then current property values on the basis of which insurance has been obiained, ‘and the manner of Getermining hose values: and (6) the expiration dete of tne polcy. In addiion, upon request of Lender (however nol ‘mare offen than annual), Borrower will have an independent appraiser satisfactory to Lender determine, 2s applicable, ne actual cash Value or replacement cost of any Colaleral. The cost of such appraisal sha be paid by Borrower. Guarantes. Prior to disbursement of any Loan proceeds, fumish executed guaranties of the Loans in favor of Lender, executed by the {uaranior named below, on Lender's forms, and in the amount and under the conciions sel forth in those guaranties, ‘Name_of Guarantor amount ‘CHARLES STOVALL WEENS IV Untimited COtner Agreements. Comply with all terms and condalons of all other agreements, whether now or hereater existing, Detween Borrower and say ether party and natty Lender immediately in writing of any default in conection with any other such agreemenis. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations unless specifcally consented to the contrary by Lender in wilting Taxos, Chargos and Llons. Pay and discharge when due allo ils indebtedness and oblgatons. including without limitation all assessments, taxes, governmental charges, levies and lens, of every kind and nature, imposed upon Borrower or ls properties, income, of prois, prior to the date on whieh penalies would attach, and af awiul claims that, if unpaid, might become a lien or charge upon any of Borrower's properies, income, or profs. Provided however, Borrower will not be required fo pay and dscharge any such assessment, tax, enaige, levy, Fen or claim se fong as (1) the legally of the same shall be contested in good fin by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect lo such conlesied assessment, lax, charge, levy in, or claim in accordence with GAAP, Performance. Perform and comply, in a timely manner. with ai terms, conditions, and provisions set forth In this Agreement Inthe Related Documents, and in all other instruments and agreements belween Borrower and Lender. Borrower shall nolly Lender immediately ia wilting of any getautin connection with any agreement Operations. Maintain executive and management personnel with substantially the seme qualifcaions and expevience as the present executive and management personnel, provide writen nolee fo Lender of any change in executive snd management personnel: conduct Is Business atfairs in a reasonable and prudent manner Environmental Studles. Promplly conduct and complete, at Borrowers expense, al such investigations, studies, samplings and testngs 0s, may be requested by Lender er any governmental autnotiy relate to any substance, or any waste oF by-product of any substance defines 25 loxie of a hazardous substance under applicable federal, state, oF local law, rie, regulation, order or diecive, st or affecting any roperty or any acity owned, leased or used by Borrower. CComplianco with Governmental Requlromonts. Comply with a laws, ordinances, and regulations, now or horeater in offect, of ait governmental auoriies appicabe fo the conduct of Borrower's properties. businesses and operations, and to the use oF occupancy of the Cotatera, including without limitation, the Americans With Dissbiies Acl. Botrower may contest in good faith any such law, ordinance, Or regulation and withhold compliance duing any proceeding, incudlng appropriate appeals, co long 2s Borrower has aoied Lender in wailing prior to doing s0 and so long as. in Lendors sole opinion, Londer’s inlrests in the Collateral aro not jeopardzed. Lendor may equi Borrower to post adequate secuy or a surely bond, reasonably salistactory to Lender, to protect Lender’ interest Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Colateral forthe Loan of Loans and Borrowers other properties and to examine or audit Borrower's books, accounis, and recards and lo make coples and memorenda of Borrowers books, accounls, and records. If Bortqwer now or at any time hereaher maintains any records (Ineluding without linkation computer generated records and computer sofware programs for the generation of such records) In the possession of a thid pary, Borrower, upon request of Lender, shall nolily such party fo perm Lender free access to such records at all reasonable times and to provide Lender wilh copies of any records it may request, al a Borrower's expense, Environmental Gompllance and Reports. Borrower shal comply in all respects with any and all Envionmental Laws: not cause or permit to exist, 26 2 result of an intentional ot unintentional action or omission on Borrowers part or on the part of any thid party. on property ‘owned andior occupied by Borrower, any environmental actly where damage may result to the environment, unless such environmental Betty 1s pursuant to and in compliance with the conditions of @ permit issued by the appropiate federal, state or local goverrmental ‘uthortiest shall fumnish to Lender prompt and in any event within thity (30) days alfer receipt thereof a copy of any notice, summons, len, citation, erect of other communicaion from any governmental agency o instrumentally concerning any inienional of unintentional acion of omission on Borrowers part in connection with any environmental actly whetner or not there Is damage to the fenvonment andlor oer nalul resources, Additonal Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of lust, securly agreements, assignments, faancing statements, insiuments, documents and other agreements as Lender of is allomeys may reasonably request (6 evidence and secure the Loans and'to perfec al Securly Interests. ‘Owner Occupancy, Unless waived in writing by Lender, occupy a minimum of ity-one percent (51%5) of the total Noor space of any an all Collateral consisting of ral property so fong as this Agreement remains in effect, Borrower's occupancy ofthe real property shal be based ‘pon that percentage of the total floor space of the real property occupied by Borrower or one or more affilates of Borrower. For purposes. (of this covenant, a business entity will be considered an alfiale of Borzower itt contcals Borrower, is conlrolled by Borrower, or is under common ownership of control with Borrower. Ul, for any reason, Borower fas at any time to occupy a mirimum of fifty-one percent {81%8) ofthe tolal Foor space ofthe real property, Borower expressly agrees that Lencer may declare the Loan In default, accelerate the Indebtedness, and require the payment of tne Loan in ful it Borrower refuses 10 execute and deliver such foan modifealion documents as Lender may reasonably request changing the amount of the Laan, inlerest rate, and payment lerms of the Loan fo the then-current terms Lender offers for non-owner occupied commercial real estate-secured Toans in the market area in whien the real propeny is locale,BUSINESS LOAN AGREEMENT Loan No: 591666 (Continued) Page 4 Including loan-to-value fimiatons. Spociaty Insurance, In addin to other insurance required by this Agreement. maintain such disabily, professional ally and [Link] He insurance as Lender may require wilh respect to any inivual or individuals invelved In Borrower's properties and operation, in form, amounis, coverages and wilh Insurance companies acceplable to Lender. Borrower, upon request from Lender, will deliver to Lender from lime to tine poicies or certificates of insurance in form salisfactory to Lender, including stipulations that coverages will nal be cancelled or diminished without at least ten (10) days prior written noice to Lender. Each poly must idently Lender and lis successors and assigns as ‘an addilona insured, a5 Lender may require, snd Include an endorsement providing that coverage in favor of Lender wil not be impaved in ‘any way By any ac, omission, or default of Borzower or any other person. Loan Foos and Expenses, Pay upon demand () all Loan cosing costs; (i) all Loan fees; (i all inspection fees, fling and recording fees, and fing and recording taxes; and (v all out-ot-pocket expenses Incurred by Lender in connection with the preparation of Loan documents, the making ofthe Loan, and the management and oversight of the Loan, inluding Lenders reasonable aormeys' fees for Lender's outside counsel, LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lenders interest in the Collateral or if Borrower fas lo comply with any provision of t's Agreement or any Related Document, induding Dut not limited to Borrower's failure to ‘discharge or pay when cue any amounts Borrower is required to eschoege or pay undor his Agreement or any Rolled Documents, Lender on Borrowers benatl may (but shail not be ebigated to) take ary action that Lender deems appropiate, including but not limited to discharging oF ing al taxes lens, security interests, nawbxences and cther claims, at any ima loved oF placed en any Colter and paying al costs for [nsuing, mainisining and preserving ary Collaeral. All such expenditures incurred or raid by Lender for such purposes wil ten dex Interest at the rate charged undor the Nete from the date incurred or paid by Lender (othe dato of repayment by Bortower. All such expences vill become a part of the Indeblecness and, at Lender's option, will (A) "be payable on demand (B) be added (0 tha balance of the Note and be ‘apportioned errong and be payatie with any installment payments to become duo during either (1) tne term of any applicable insurance poly: (oF (2) the remairang lem of the Note; or (C) be treated as a balloon payment which wil be due and payable ot the Note's matUrly. CESSATION OF ADVANCES. {If Lender has made ary commitment to make any Loan to Borrower, whother under this Agroament or undor any ther agreement, Lender shal have no obligation to make Loan Advances cr to disburse Loan proceeds it: (A) Borrower Or ary Guarantor i in Sefauit uncer tno forms of tis Agreement or any of the Rated Documents er any ciher agreement that Borrower or any Guarantor has wilh Lender, (6) Borower ot any Guarantor cies, becomes incompetent or becomes insolvent. fies a peition in bankuply or similar proceedings, OF is adjudged a bankrupt: (C) there oceuts a matedal adverse chenge in Borrower's francial condition, in the financial condtion of any Guarantor, or in the vaue of any Cotateral seourng ary Loan: or (0) ary Guarantor seeks, dais or otherwise attempls to limit, modify ot revoke such Guorartors guaranty of the Loaner any other loan with Lender. RIGHT OF SETOFF. To tne extent permitted by applicable law, Lender reserves a ight of setof in all Borrower's accounts with Lender (whether checking, savings, ot some other accoun), This incdes all accounls Borrower holds jointly with somecne else and al accounls Borrower may ‘open in the future, However, this does nat include any IRA or Keogh accounis, or any trust accounts for whieh setol! would be prohibited by {av._ Borrower authorizes Lender, to tne extent pemilied by appizable (aw, Lo charge or selolf al sums owing en the Indebledness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts lo allow Lender to protect Lenders charge and setolt fights provided in is paragraph DEFAULT, Each ofthe folowing shall constitute an Event of Default under tis Agreement: Payment fault. Borrower falls to make any payment when due under the Loan, Other Defaults. Borrower fis to comply with or fo perform any other term, cbtigation, covenant or condition contained inthis Agreement ‘of in any of the Related Documents or to comply with or to perform any term, oblgation, covenant oF canion contained in any other agreement between Lender and Borrower Default In Favor of Third Panties. Borrower or any Grantor defaults under any foan, extension of credit, security agreement, purchase or sales agreement. or any other agreement, in favor of any other creditor ot person that may malevalyalfect any of Borrower's oF any Grantors properiy oc Borrower's 0: any Grantor's ability To repay the Loans or perform thelr respective obligations Under this Agreement of any ofthe Related Documents, False Statements. Any warranty, representation or statement made of fumished to Lender by Borrower or on Borrower's behall under this ‘Agreement or the Related Documents is false or mislescing in any material respect einer now or ate te made or furnished or becomes {alge of misleading at any tme thereafter. Insolvency. The dissolution or termination of Borrower’ existence as a going business, the Insolvency of Borrower, he appotniment of fectiver for any part of Borrowers. propery, any. assignment Tor Vie denall of eradiors, any type of creditor workout, oF The commencement of any proceedag under any bankruplcy or insolvency laws by of against Borrower. Dafective Colateraization. This Agreement or any of the Related Documents ceases fo be in fll force and effect (including failure of any collateral document to ereate a val and perfected securly Interest or len) al any time and for any reason. Creditor or Forfoture Proceedings. Commencement of forecosure or forfelture proceedings, whether by judicial proceeding, selthe'p, repossession or any olher method. by any creditor of Borrower or by any governmental agency against any colateral securing the Loan. ‘This includes a garnishment of any of Bortower's accounts, including depost accounts, with Lender. However, ths Event of Defaut shall not apply If there is a good faith dispute by Borrowor 2 fo The valdity oF reasonableness of the claim which fs the basis ofthe creditor or {artelure proceeding ana't Brower gives Lender writen notice of ine credor of forfelure proceeding and deposits wilh Lender monies or a surely Bond for the ereslor oF frtlture proceeding, nan amount determined by Lender, in ke sole dacrelion, as being an adequate feserve or Bond for the disput. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantat of any of the Indebtedness or any ‘Guarantor dies or becomes incompetent, or revokes or csputes the valisity of, oF tail under, any Guaranty of the Indebiedness. CChango in Ownership. Any change in oumnership of twenty-ive percent (25%) or more of the comman stock of Borrower [Adverse Change. A material adverse change occurs in Borrowers financial condition, o¢ Lender believes the prospect of payment ofBUSINESS LOAN AGREEMENT Loan No: 1666 (Continued) Page 5 performance of the Loan is impaired. EFFECT OF AN EVENT OF DEFAULT. If any Evert of Dofauit shall occu, except where ctherwiso provided inthis Agreement or the Related ‘Documents, all commitments and obligations of Lender under this Agreement or te Related Documents or any other agreement immediatly will terminate inducing any obligation to make further Loon Aavanoes 0° disbursements), and, at Lenders option, al indebtedness immeditely will ‘become cue and payable, al without notice of any Kind to Borrower. excep that in the case of an Event of Defaut of te type described in the “Insolvency” subsection above, such acceleration shall be automatic and nat optional. In additon, Lender shal have all the righis and remedies provded in the Related Documents or avalebe at law, in equty, of olherwise. Except as may be prohibited by applicable law, all of Lender's fights and remacies shall be cumulative and may be exercised singularly or concurrent. Election by Lender to pursue any remedy shall not ‘exclude pursuit of any other remedy. and an election to make expenditures orto take action to perfor an obligation of Borrower or of any ‘Grantor shall not affect Lender’ right to deca a defaul ad to exercise Is righis and remedies. INCREASE IN INTEREST RATE IF DEPOSIT ACCOUNT RELATIONSHIPS NOT ESTABLISHED AND MAINTAINED. The inferest rate for the Loan is ‘2 compelive rate based, atleast in pan, on Borrower's assurance and Lender's expectation thal Gorower and each Guarantor thal isan enily {each a “Requied Deposit") wil establish and maintain ils primary business deposit account with Lender. Borrower warrants and represents {o Lender that each Required Depestor() eifher currently maintains il primary business deposit account with Lender of wil establish le primary business deposit account with Lender before Lender funds the Loan, and (i) will continuously mainain is prmary business deposit Account with Lender, al least untl the Indebtedness is pod in ful. 1! a Required Deposior ceases for any reason to establish and continuously mainiain its primary business deposit account with Lender as required by this secon, Lender wil, after first giving Borrower at least ten (10) days prior wellen notice (duing which ten day period Borrower may remedy the oversight), increase the fale thal lnlerest wil accrue on the ‘uletancing pincpa! balance of the Loan to a higher intrest rate by adding 300 basis poinls (2.00 percentage points) lo the interest rate thal ‘Would thenvise apply tothe Loan from time lo lime. In addon, Lender may increase ine required periodic payment amount from time (o time in order to maintain the same amaizaton schedule. inthe absence of manifest error bad faith, Lender's determination of te folowing shall be conclusive: () whelher @ Required Deposit has eslabisted ils primary business deposit account with Lender and theceafter coninuously mainlained Is primary business deposit account wilh Lender, (i) the inferest rate that wl apply to the Loan if a Requred Deposior falls 10 establish and continuously maintain is primary business depost account with Lender, ad (a) the required periodle payment amount following ‘ny increase i the interest ate. NON-FUTURE ADVANCE LOANS. Ifthe Loan is nota line of cedt, multiple advance, of future advance loan, Lender shall have no obigation to ‘make Loan Advances or disburse Loan proceeds subsequent tothe inital eisbursement of Loan funds. ‘CHANGE IN OWNERSHIP. If Borrower Is an entiy, Borrower covenants and agroce with Lendor that, so long as this Agraement remains in cetfect, Borawer will not without first obteining Lender's prior witlen consent, have any material change in the ownership of Borrower. A ‘change in oxnetship or contol is “materia?” If i involves, in the aggregate, the sal, transfer, or conveyance without Lenders rior waritten ‘consent of more than twenty-five percent (25%) of the common stock, partnership interests, of lmited Nebity company Interests, as tne case ‘may 60, of a corporation, partnership, inted partnership, or limited abiity company. RESTRICTIONS ON COLLATERAL. Borrower covenants and agrees with Lender that while this Agreement Is in effect, Borrower shall not, without the prior writen consent of Lender (1) sel transfer, morgage, assign, pledge, lease, grant a securly intrest in, of encumber the Colter. or (2) ceate, of alow to be created, any ten of charge upon the Coliateral, except 3s alowed as Permited Liens. As used in this, Agraement, the words “Permilted Liens” mean (1) bens and secutly Interests securing he Indebledness owed by Borrower to Lender, (2) lens for taxes, assessments. oF simlar charges either nol yel due or being contested in good faith; (3) Hens of materiamen, mechanics, warehousemen, of carers, or other lke ens arising inthe ordinary course of business and securing obligations which are not yet delinguont: (@) purchase money fens or purchase money secutiy interests upon or ln any property acquired ot Rela By Borrower In tne ordinary course of business to secur indebledness outstanding on the date of this Agreement, (5) lens and sccutiy interest whieh, a¢ of the dato of tis, Agreement, have been disclosed 10 ané approved by Lender in wing: and (6) those liens and securly Interesis wnich in the aggregate onsute an immaterial and insignificant monetary amount with respect tothe nel valva of Borcower'sascets PAYOUT REQUIREMENT. If the Lon is an operverd (or revolving) line of credit, Borrower covenants and agrees with Lender that, until te Indebtedness Is pad in fil ang Borrower is no longer ented to obtain Advances, Borrower wil reduce tne pineal balance ofthe Lean to 260 {ora peried of at least thity (30) consecutive days during each suocessive period of twelve (12) morihs, commencing onthe date of the Note. MISCELLANEOUS PROVISIONS. The folowing miscellaneous provisions are a part of his Agreement: Amendments, This Agreement. together with any Related Documents, constiutes the entce understanding and agreement of the parties as lo the mailers set forth inthis Agreement. No alteration of or amendment to this Agreement shal be effective unless given in wring ‘nd signed by the party or pares sought to be charged or bound by the aeration or amendment Attorneys Fees; Exponsos. Borrower agrees (0 pay upon demand all of Lender's costs ané expenses, including Lenders reasonable ‘ttomeys" fees and Lenders legal expenses, incurred in connection with te enforcement of this Agreement. Lender may hike of pay somgont alse to help anforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’ reasonable attomeys' fees and legal expenses whether or aot inere Isa lasu, Including reasonable attorneys’ fees and legal expenses for bankrupiey proceedings (including efforts to modify of vacste any automatic stay or lnunction). appesls, and any anticipated postjudgment colection services. Borrower also shall pay al cour costs and such addtional fe2s as may be ected by the coun. ‘Caption Headings. Caption headings inthis Agreement are for convenience purposes only and are not to be used to interpret or define the provisions ofthis Agreement. Consent to Loan Partcipstion. Borrower agrees and consents to Lender's sale or transfer, whether now of later, of one or more paricipaton interests in the Loan to one or more purchasers. whelher related or unrelated to Lender. Lender may provide, without any fimtation whatsoever, to any one or more purchasers. or potential purchasers, any information o° knowledge Lender may have about Borrower or about any other mater relating to tne Loan, and Borrower hereby waives any ighs lo ptivacy Borrower may nave with respect {such matters. Borrower addionally wales any and all notices af sale of artcpation inorests, a5 woll a5 all tices of any repurchase ‘of such participation interests. Bocrower also agrees that the purchasers of any such participation interests wil be considered 3 the ‘absolute owners of such interests in the Loan and will have all the rights granted under ine partcipation agreement or agreements ‘overning ne sale of such partcipavon interests. Borrower further waives al ights of offset or counterclaim that it may have now oF laterBUSINESS LOAN AGREEMENT Loan No: IES 91 666 (Continued) Page 6 ‘agains Lender or against any purchaser of such a participation interest and unconsilonaly agrees that ethos Lender or such purchaser may enforce Borrower's obigalion under the Loan irespective of the falure or insoWency of any Nolder af any Interest in the Loan. Borrower futher agrees that the purchaser of any such parleipation interests may enforce is Inlerests iespective of any personal elsims of defenses that Borrower may have agains Lender. Governing Law. This Agreamant will be govornod by fedora law applicable to Lender and, tothe extont not proompted by federal law, tho Jaws of the State of Florida without regard to Is conflcts of law provisions. This Agreemant has been accopted by Lander in tho Slate of Floris, No Walver by Lender. Lender shal not be deemed to have waived any rights under this Agreement unless such waiver is given in wing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall opera as a walver of such righl or any tmher righ. A walver by Lender of a provision of this Agreement shal not prejudice of consliule a waiver of Lenders right clherwise to emand strict compliance with that provision or any cther provision of this Agreement. No prio: waiver by Lender, nar ary course of dealing between Lender and Borrower, or belween Lender and any Grantor, shall consitue a walver of any of Lender’ rights or of any of Borrowers or any Grantors obligations as to any future Uansactions, Whenever the consent of Lender le required under thi Agreement the granting of such consent by Lender in any instance shal nol consitule continuing consent to subsequent inslances where such consent 1s reqused and in all eases such consent may be granted or wield in the sola disretion of Lender Notices. Any notice requied to be given under this Agreement shall be given in witing, and shall be effective when actualy delivered, when actualy received by telefacsimie (unless olherwise fequied by law), when deposited wilh a nalionaly recogeized ovemght courier, OF, if mailed, when deposted in the United States mail, 2s fist class, certified or registered mail postage prepaid ected to the addresses shown near the beginning of his Agreement. Any party may change lis adress for nolioes under this Agreement by giving wetlen noice {a the other paris, spesiying thatthe purpose of the notice i to change he party's address. For noice purposes, Borower agrees (0 keep Lender informed at all imes of Borrower's current address. Unless otherwise provided or required by law, If there fs mote Unan one Borrower, any ntice given by Lender to any Borrower is deemed tobe notice given to all Borrower. Sovorabliy, 11a court of competent juisclction finds ary provision of this Agreement to be illegal, vali, or unenforcesble as to ary ‘roumstance, thal finding shal nol make the offending provsion illegal, avai, or unenforceable as to any alter croumstance. I feasible, the affencing provision eal be consicered modified so that ik Becomes legal, vad and enforceable. If tha olfensing provision cana be $0 ‘madiied, it shal be eansidered deleted from tNs Agreement. Unless otherwise recured by law, the illegality inva, or unenferceabiity Df any provision ofthis Agreement shal not affect ihe legality, valcty or enforceability of any olher provision of this Agreement Subsidarios and Alfliates of Borrowar. To the extent the context of ony provisions of this Agreement makes it appropriate, including ‘without lintation any representation, warranty or covenanl, the word "Borrower" as used In this Agreement shall Include ai of Borrowers ‘vbskiros and aiflios. Notwithsianding the foregoing however, under no ecumetances shall Ne Agreement bo construed lo require LLencer to make any Loan or other financial eccommodatcn to any of Borrowers subsidares or alates, Successors and Assigns. All covenan's and agreements by or on behalf of Borrower contsined in thls Agreement or any Related Documents shal bind Bortower's suocessers and assigns and shall inure to the benef of Lerder and its successors and assigns. Borrower shall not, however, have the right {0 assign Bortower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Reprasentatlons and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on ali representations, warranties, and covenants made by Gotrover in this Agreement or in any certicate of olner Instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further aorees thal regardess of any investigation made by Lender, all such cepreseniaions, warranties and covenants will survive the extension of Loan Advances and delivery {0 Lender of the Related Documents, shal be continuing in nature, shal be deemed made and redated by Borrower at th lime each Loan Advance is made, land shat remain ia ull force and efflect unil such time as Borrower's Indebtednass shall be paid in ful, or unl this Agreement shall be Terminated in the manner provided above, whichever is Ie las! to occur Timo ie of th Essoncs . Tine Is ofthe essonce inthe performance of this Agreament. Waive Jury. All partes to this Agreement hereby walve the right to any Jury tia n any action, proceeding, oF counterclaim brought by any party agalnst any other party. DEFINMIONS. The folowing capitaized words and terms shall have the following meanings when used inthis Agroement. Unless specifically slated to tne contrary, al references (o dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms Used inthe singular shall neki the pla, and the plural chal Indude the singular, a¢ the context may requle. Words and terms nol otherwise defined in ins Agreement shall nave he meaniags aributes to such terms in ine Uniform Commerdal Code, “Accounting words and terms nol ‘otherwise dofined inthis Agreement shal hve the meanings assigned to them in accordance wilh generaly accepied accounting principles 28 in elfect on the date of his Agreement ‘Advance. The word "Advance" means a disbursement af Loan funds made, or to be male, to Borrower or on Borrower's behalf ona line of credit or muliple advance basis under the letms and conditions ofthis Agreement, Agroomont. The word "Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modiied from time Yo lime, together with al exhibits and echodule altached to this Business Loan Agreement from te to time. Borrower. The word “Bortower” means HONEY LAKE FARMS, INC. and includes all co-signers and co-makers signing te Note and all thelr sucoessors and assign. Coltateral. The word "Collateral means al property and assels granted as colateral secury fora Loan, whether real or personal propery, whether granted dxecily of indirectly, whether granted now of in tne fuure, and whelNer granted in tne form of a securly inerest, ‘marigage, eolateral mortgage, doed of ust, acsignment, pledge, crop pledge, challol mortgage, colateratchatll morgage, chattel rust, facta’ len, equipment trust, condivonat sale, rust recep len, charge, fen or tile retention contract, lease or consignment intended as 3 seeutly device, or ary olner Secury or fen interest whatsoever, whether created by law, contrat, er otherwise. Environmental Laws. The words "Envionmental Laws" mean any and all state, federal and local statues, regulations and ordinances felating to the protection of human Health or the environment, inluding without Wnitaion the Comprehensive Envionmental Response,BUSINESS LOAN AGREEMENT Loan No: MNISS 1666 . (Continued) Page’7 Compensation, and Liabity Act of 1980, as amended. 42 U.S.C. Section 9601, el seq. (CERCLA, the Siperfund Amendments end Reaulnorizalon Act of 1986, Pub. L. No. 9-499 (‘SARA’), the Hazardous Materials Transporation Act, 49 U.S.C, Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6801, el seq., or olher appicable slate or federal laws, Tues, of regulations adoptod pursuant tharot. Evont of Dotaul. The words “Event of Default Agreement, GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word “Grantor” means each and aU of the persons or entities granting a Securly Inerest Ia any Collateral for the Loan, including without tritaticn all Borrowers granting such a Secutiy Interest. ‘ean any of the events of default set forth in this Agreement in the default section ofthis Guarantor. The word “Guarantor means any guarantor, surely, oF accommodation party of any or allof the Loan, Guaranty. The word “Guaraniy* means the guaranly fom Guarantor to Lender cluding without linitalion a guatanty of allo part ofthe Note. . Hazardous Substances. The words "Hazardous Substances” mean materials that, because of their quantiy, concentration or physical chemical or infectious characteris, may cause or pose a present or polenilal hazard to human heal or the enviconment-when improperly used, treated, stored, disposed of, generated, manufactured, transported or ‘otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitaion ary and all szaréous or toxic substances, materials oF waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without tmltation, pelaleum and pelioleum by-products or any [Link] and asbestos. Indebtedness. The word “Indebtedness” means the indebledness evidenced by the Note or Related Documents, ncusing all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents, Londer. The word "Lender" means Frs-Ciizens Bank & Trust Company, Ils successors and assigns. Loan. Thé word *Loan* means any and all loans and financial accommodations from Lender to Bortower whether now of hereafter existing, and however evidenced, including without timitaion those loans and firanclal accommodations described herein or described on ‘any exhibl or schedule allached fo this Agreement frm time to time, Note. The word "Noto" means and includes without imitation all of Bertower's promissory noles andlor loan agreements evidencing Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substittions for promissory notes or loan agreements Rolated Documents. The words "Related Documents" mean a8 promissory notes, credit agreemenis, loan agreements, environmental agreements, guaranles, secunly agreements, morigages, deeds of rust, securly deeds, collateral morigages, and all olher instruments, ‘agreements and documents, whether now or Ferealer existing, executed in connection with tne Loan, Security Agrooment. The words “Securly Agreement” mean and include without limitation any agreements, promises, covenants, arrangements, understandings or ther agreements, whether created by law, conlrac, or otherwise, evidencing, governing representing, of eating a Secu Iatrest. Security Interest. The words “Secutly Interest” mean, without limitation, any and all types of collateral security, present and future, whether in the form of a len, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, cnattl ‘martgage, calateral chaltel morgage, chattel trust, factors Hon, equipmont trust. condilonal sale, ust receip, an or tile retention aniract. ease or costnment iene as 9 secuy device, or any ane secur or en nerest whatsoever weiner ested byl, ‘contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS, THIS BUSINESS LOAN AGREEMENT IS DATED SEPTEMBER 3, 2021. BORROWER: HONEY LAKE FARIS, ING, %y HARLES STOVALL WEEMS IV, Preh HONEY LAKE FARIS, INC. LENDER: my FIRST-CITIZENS BANK § TRUST opfBANY ey Raitoreea Signe