Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

PROPERTY MANAGEMENT AGREEMENT

This Property Management Agreement (this “Agreement”) is made and entered into by and between Mobile Home Rentals LLC (the “Property Manager”), and Gvest Finance LLC, a North Carolina limited liability company, and Gvest Homes I LLC, a Delaware limited liability company (together, the “Company”), dated as of December 17, 2020.

RECITALS:

The Company owns or will be purchasing mobile homes (the “Mobile Homes”) located in the parks on Exhibit A.

The Company desires to hire the Property Manager to manage the Mobile Homes.

The Property Manager is willing to manage the Mobile Homes effective as of the date of this Agreement.

The Company and the Property Manager have agreed as to the terms and conditions of their agreement and they now desire to reduce their agreement to writing. The following is the detailing of the effective terms of the agreement.

AGREEMENT:

Incorporation of Recitals. It is agreed that the recitals set forth above are hereby incorporated into the agreement of the parties and shall be deemed part of this Agreement.

Length of Agreement. This Agreement shall automatically renew every year unless cancelled by one of the Parties with 30 days notice.

Notice. Any notice required to be provided pursuant to this Agreement shall be in writing and shall either be delivered in person or sent by certified mail, return receipt requested, sent to the addresses set forth herein and to the attention of the applicable party. It is agreed that if notice is to be provided by certified mail, it shall be deemed received when actually received or when notice is rejected. As of the date of this Agreement the addresses of the parties are as follows:

Company:

c/o Gvest Finance LLC

136 Main Street

Pineville, NC 28134

Property Manager:

Mobile Home Rentals LLC

136 Main Street

Pineville, NC 28134

info@mobilehome.rentals

Responsibilities of the Property Manager. The Company appoints the Property Manager as its lawful agent and attorney in fact with full authority to do any and all lawful things necessary for the fulfillment of the provisions of this Agreement, including but not limited to the following:

1. Collecting all rents due as they become due and giving receipts therefore; rendering to the Company a monthly accounting of rents collected and expenses and debt service paid out.

2. Making or causing to be made all decorating, maintenance, alterations and repairs to the Mobile Homes and hiring and supervising all employees and other individuals and entities to accomplish the duties set forth herein.

3. Advertising the Mobile Homes and displaying signs on the Mobile Homes; renting and leasing the Mobile Homes; signing, renewing and canceling rental agreements and leases for the Mobile Homes or any part thereof; initiating legal actions to recover unpaid rent and for loss of or damage to any part of the Mobile Homes and/or furnishings thereof; and if appropriate, in the discretion of the Property Manager, to compromise, settle and release said legal proceedings or lawsuits. Initiating lawsuits also includes the right to hire an attorney to bring said legal actions.

Indemnification and holding the Property Manager Harmless. It is agreed that the Company does hereby agree to indemnify and hold the Property Manager harmless from any and all claims, charges, debts, demands and lawsuits or threatened lawsuits, including but not limited to attorney’s fees, court costs and costs of expert witnesses, and from any liability for injury (or even death) occurring on or about the Mobile Homes which may be suffered by an employee, tenant, invitee or anyone else who is in the Mobile Homes related to any acts or omissions performed in connection with the Property Manager managing the Mobile Homes, in good faith and in a manner reasonably believed to be in the best interests of the Company and within the scope of the authority conferred on the Property Manager by this Agreement or by law, unless the act or omission resulted from the Property Manager’s willful misconduct, bad faith, gross negligence or reckless disregard of its obligations and duties to the Company.

Compensation to be paid to the Property Manager; and Absorption of Losses from Mobile Homes. The Property Manager shall be entitled to a fee that is equal to (a) six percent (6%) of the gross revenues that the Property Manager collects from the Mobile Homes each month, plus additional amounts equal to its documented expenses incurred each month, which fee is payable by the Company monthly within ten days of receipt of an invoice from the Property Manager for such fee and (b) an amount equal to ninety five percent (95%) of the net income from the Mobile Homes after expenses (including the fees and expense reimbursement of the Property Manager referred to in clause (a)) payable quarterly if and to the extent that there is net income from the Mobile Homes. The remaining five percent of net income shall be retained by the Company. Subject to the indemnification provisions of this Agreement, the Property Manager is responsible to satisfy any economic losses resulting from the operation of the Mobile Homes to the extent that such economic losses exceed the revenues resulting from the operation of the Mobile Homes.

Agreement governed by the laws of the State of North Carolina. This Agreement shall be governed by the laws of the State of North Carolina and the applicable court to hear any matter regarding this Agreement shall be in the county where the Mobile Home Park is located.

Entire Agreement. This is the entire agreement of the parties. Any modification to this Agreement must be in writing for the protection of the parties.

Facsimile Or E-Mail Signatures Are Binding Signatures. It is agreed that facsimile or e- mail signatures shall be binding signatures.

Counterparts. This Agreement may be signed in counterpart and once signed by all parties there shall be a binding Agreement.

No Presumptions. It is agreed that both the Company and the Property Manager have had input regarding the terms of this Agreement and thus no presumptions shall be made for or against any party to this Agreement.

IN WITNESS WHEREOF, this Agreement shall be effective as of the date, first above written.

COMPANY:

PROPERTY MANAGER:

Exhibit A

Freedom Spring, Patriot Estates, and Liberty Circle Manufactured Housing Communities, consisting of 225 pads located in Centerville, GA.

Hidden Valley, Hermitage Pond, Hyler Estates, Paradise Garden, and Davis Estates, consisting of 187 pads located in Lexington, SC.

Countryside, consisting of 108 pads located in Lancaster, SC.

Crestview, consisting of 113 pads located in East Flat Rock, NC

Maple Hills, consisting of 73 pads located in Mills River, NC

Exhibit 10.6

LOAN AGREEMENT

(Occupied Home Facility)

dated as of December 24, 2020,

between

GVEST HOMES I LLC as Borrower

and

CAMARGO INVESTMENTS III, LLC,

as Lender

TABLE OF CONTENTS

LOAN AGREEMENT

(Occupied Home Facility)

THIS LOAN AGREEMENT (OCCUPIED HOME FACILITY), dated as of December 24, 2020 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between [CAMARGO INVESTMENTS III, LLC, a Delaware limited liability company,] having an address at PO Box 896, Beverly Shores, Indiana 46301 (“Lender”) and GVEST HOMES I LLC, a Delaware limited liability company, having an address at 136 Main Street, Pineville, North Carolina 28314 (“Borrower”).

W I T N E S S E T H :

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

Article I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.01 Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Additional Advance” shall mean an additional Advance of a portion of the principal amount of the Loan to be made by Lender to Borrower in accordance with Article III hereof.

“Additional Advance Amount” shall mean that amount determined by Lender equal to the lesser of:

(a) such an amount that upon disbursement of such Additional Advance, (i) the Additional Advance Debt Service Coverage Ratio as to used Homes shall be no less than 2.75x based on the Interest Rate and an amortization term of one hundred eighty (180) months, and (ii) the Additional Advance Debt Service Coverage Ratio as to new Homes shall be no less than 2.00x based on the Interest Rate and an amortization term of two hundred forty (240) months;

(b) ninety (90%) percent of the liquidation value of the Homes, as reasonably determined by Lender, less transport costs; and

(c) as to any new Home, the cost of such new Home as set forth on the corresponding manufacturer’s invoice plus transport costs and eighty (80%) of costs to set up such new Home which transport costs and set up costs must be documented by invoices approved by Lender which approval shall not be unreasonably withheld.

“Additional Advance Debt Service Coverage Ratio” shall mean a ratio for the three (3) month period immediately preceding the date of the applicable Additional Advance, annualized and normalized, in which:

(a) the numerator is the gross rent collected by Borrower from the Homes subject to such Additional Advance for such period, less any portion of the rental income allocable to the purchase option down payments, as set forth in the statements required hereunder; and

(b) the denominator is the aggregate amount of all Principal and Interest Monthly Debt Service Payment Amounts due with respect to such Additional Advance for such period.

“Additional Advance Debt Service Deposit” shall have the meaning set forth in Section 3.02(h) hereof.

“Additional Advance Notice” shall mean the notice to Lender of Borrower’s intention to add additional homes to the Loan and in the form of Schedule 3.02(b).

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.01(ff) hereof, to the extent applicable.

“Advance” shall mean a loan of funds by Lender to Borrower under this Agreement.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Agreement” shall mean this Loan Agreement (Occupied Home Facility), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Leases” shall mean that certain first perfected priority Assignment of Home Leases, in the form attached hereto as Exhibit A, from Borrower, as assignor, to Lender, as assignee, assigning to Lender all of Borrower’s interest in and to the Home Leases and the Home Rents for each Home, in each case as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Home or the Land on which any Home is located.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Basic Carrying Costs” shall mean, with respect to each Home, the sum of the following costs associated with such Home for the relevant Fiscal Year or payment period: (a) Taxes, (b) Other Charges and (c) Insurance Premiums.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“Borrower Equity Pledge” shall mean that certain Collateral Assignment of Membership Interest executed by Borrower Member as defined below in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Borrower Member” shall mean: Gvest Finance LLC, a North Carolina limited liability company.

“Borrower Parties” or “Borrower Party” shall mean collectively or individually, as the context may require, Borrower, each Community Owner, Borrower Member, and Guarantor(s), with the understanding that the obligations of each Borrower Party is limited to the Loan Documents to which such Borrower Party is a party.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of any Servicer are not open for business.

“Cash Management Agreement” shall mean that certain Cash Management Agreement required pursuant to this Agreement among the Clearing Bank, Borrower and Lender.]

“Cash Management Bank” shall mean, (i) Wells Fargo Bank, National Association, or (ii) such other bank or banks approved by Lender in its sole discretion.

“Cash Management Reserve” shall have the meaning set forth in Section 5.01(w) hereof.

“Casualty” shall have the meaning set forth in Section 6.02 hereof.

“Clearing Account” shall have the meaning set forth in Section 5.01(w) hereof.

“Clearing Account Agreement” shall have the meaning set forth in Section 5.01(w) hereof.

“Clearing Bank” shall have the meaning set forth in Section 5.01(w) hereof.

“Closing Date” shall mean the date of the initial funding of the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Commitment Amount” shall mean up to Twenty Million and 00/100 Dollars ($20,000,000.00); provided that only up to $8,500,000.00 shall be available for used Homes.

“Commitment Period” shall mean the period of time beginning on the Closing Date and ending on the Commitment Termination Date.

“Commitment Termination Date” shall mean the earlier of (i) December24, 2022, or (ii) the date Borrower delivers a notice to prepay the Loan in full ; provided, however, upon no less than thirty (30) and no greater than sixty (60) days’ prior written notice from Borrower to Lender, and provided no Event of Default has occurred and is continuing and Borrower has satisfied each of Lender’s advance requirements set forth in Article III hereof and has not delivered a notice to prepay the Loan in full, Lender may in its sole and absolute discretion extend the Commitment Termination Date for up to two (2) additional one (1) year periods commencing on the second and the third, as applicable, anniversary date of the Closing Date.

“Community Agreement(s)” shall mean that certain Community Agreement in the form attached hereto as Exhibit G between each Community Owner and Lender.

“Community Owner Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is the gross rent collected by each Community Owner from the Pads for the trailing twelve (12) month period immediately preceding the date of such determination; and

(b) the denominator is the aggregate amount of the scheduled principal and/or interest payments due under any Indebtedness of each Community Owner for such period.

“Community Owner” shall mean, with respect to each Home, the Person listed on Schedule A under the heading “Community Owner”, as amended and supplemented from time to time in accordance with the provisions of this Agreement.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Home or Fee Estate which results in the a Home being unable to be located on the Land in compliance with applicable law, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade materially affecting such Home or any material part thereof.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Deboarding Fee” shall mean a fee payable by Borrower to Lender equal to $35.00 per each Home released from the Lien of the Security Agreement pursuant to Section 2.04, Section 2.05 or Section 2.06 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender pursuant to the Loan under the Note, this Agreement, the Security Agreement or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Note, excluding any payment of principal due on the Maturity Date.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(c) the numerator is the gross rent collected by Borrower from the Homes for the trailing twelve (12) month period immediately preceding the date of such determination; and

(d) the denominator is the aggregate amount of the scheduled principal and/or interest payments due under any Indebtedness of Borrower, including the Debt Service, for such period.

“Debt Service Coverage Ratio Determination Date” shall mean any date that Lender determines the Debt Service Coverage Ratio or the Community Owner Debt Service Coverage Ratio in accordance with this Agreement.

“Debt Service Reserve” shall have the meaning set forth in Section 5.01(v) hereof.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the maximum rate permitted by applicable law or (b) five percent (5%) above the Interest Rate.

“DSCR Trigger” shall mean 1.50 to 1.00 as to the Debt Service Coverage Ratio and 1.25 to 1.00 as to any Community Owner Debt Service Coverage Ratio.

“DSCR Trigger Event” shall mean (i) that as of any Debt Service Coverage Ratio Determination Date, the Debt Service Coverage Ratio or Community Owner Debt Service Coverage Ratio is less than the applicable DSCR Trigger or (ii) the occurrence of an Event of Default.

“Due Inquiry” shall mean a reasonable standard of due diligence performed by a reasonable purchaser of the Homes.

“Embargoed Person” shall have the meaning set forth in Section 5.01(t) hereof.

“Environmental Laws” shall mean all applicable federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters; including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, and/or the Emergency Planning and Community Right-to- Know Act.

“Environmental Permits” shall have the meaning set forth in Section 4.01(ee) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“Event of Default” shall have the meaning set forth in Section 7.01(a) hereof.

“Existing Combined Lease(s)” shall mean any lease which, within the same document, covers both the lease by the Resident of the Home owned by the Borrower and the corresponding Pad owned by the corresponding Community Owner, in which the lessor is the Community Owner of the Land referred to as the ‘ARC Communities” commonly known as Davis Estates, Paradise Garden, Hyler Acres, Hidden Valley and Hermitage Pond, and in which the Rents are expressly allocated between the Home and the Pad.

“Existing HAP Lease(s)” shall mean the form of lease used to provide Section 8 tenant- based assistance under the housing choice voucher program of the U.S. Department of Housing and Urban Development (“HUD”) which, within the same document, covers both the lease by the Resident of the Home owned by the Borrower and the corresponding Pad owned by the corresponding Community Owner, the lessor is the Community Owner of the Land referred to as the ‘ARC Communities” commonly known as Davis Estates, Paradise Garden, Hyler Acres, Hidden Valley and Hermitage Pond, and in which there is no express allocation of Rents between the Home and the Pad.

“Fee Estate” shall mean the fee interest of Community Owner in the Land on which a Home is located.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Full Replacement Cost” shall have the meaning set forth in Section 6.01(a)(i) hereof.

“Funding Fee” shall mean a fee payable by Borrower to Lender equal to one percent (1.00%) of the amount of each Advance which Funding Fee shall be deducted from the then available Commitment Amount.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report, unless otherwise agreed at such time by Borrower and Lender to be as of the date hereof.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Guarantor(s)” shall mean Raymond Gee, individually and his revocable trust (if any) and Borrower Member, jointly and severally.

“Guaranty” shall mean that certain Guaranty (Occupied Home Facility), in the form attached hereto as Exhibit B, executed by Guarantor(s) in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean all those substances which are regulated by, or which may form the basis of liability under, any Environmental Law.

“Home” shall mean each manufactured home listed on Schedule A under the heading “Home,” as amended and supplemented from time to time in accordance with the provisions of this Agreement.

“Home Lease” shall mean, for each Home, the agreement pursuant to which the Home is leased to the Resident thereof.

“Home Rent” shall mean, with respect to any Home subject to a Home Lease or an Existing Combined Lease or an Existing HAP Lease, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, receivables, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees by a Resident that is allocable to a Home pursuant to such Home Lease or an Existing Combined Lease or an Existing HAP Lease. Home Rent for any Home shall be inclusive of Basic Carrying Costs.

“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities, floor plans, guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (f) obligations secured by any Liens, whether or not the obligations have been assumed (other than the Permitted Encumbrances). Notwithstanding anything to the contrary contained in the Loan Documents, the term “Indebtedness” shall not include: (i) Taxes and Other Charges; (ii) Insurance Premiums; (iii) reasonable legal and accounting fees; and (iv) any other costs and expenses incurred in performing Borrower’s obligations under the Loan Documents or other activities permitted under the Loan Documents to the extent such other costs and expenses are funded from proceeds of the Loan, Insurance Proceeds, Awards or capital contributions.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.13(b) hereof.

“Initial Amount” or “Initial Advance” shall mean [$1,568,000.00].

“Initial Debt Service Deposit” shall have the meaning set forth in Section 5.01(v) hereof.

“Insolvency Opinion” shall have the meaning set forth in Section 3.01(n) hereof, to the extent applicable.

“Insurance Premiums” shall have the meaning set forth in Section 6.01(b) hereof.

“Insurance Proceeds” shall mean any amounts paid by an insurer pursuant to a Policy in connection with a Casualty in respect of all or any part of any Home.

“Interest Rate” shall mean (i) prior to an Event of Default, a rate of interest equal to eight and three-hundred seventy-five thousandths (8.375%) percent per annum; (ii) after an Event of Default, the Default Rate.

“Land” shall mean the real property described in the attached Schedule B, as amended and supplemented from time to time in accordance with the provisions of this Agreement.

“Lease(s)” shall mean individually or collectively, as the context may require, the Home Lease(s), the Pad Leases, the Existing Combined Lease(s), and the Existing Hap Lease(s).

“Lease Services Agreement” shall mean that certain Lease Services Agreement of even date between Borrower and Property Manager in form and substance acceptable to Lender, pursuant to which Property Manager agrees to distribute to Borrower on a monthly basis all Home Rents plus Basic Carrying Costs for each Home securing the Loan to the extent not already included in the Home Rents.

“Legal Requirements” shall mean, with respect to each Home, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Home or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Borrower, such Home or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Home or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Licenses” shall have the meaning set forth in Section 4.01(u) hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialman’s and other similar liens and encumbrances.

“Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Assignment of Leases, the Security Agreement, the Assignment of Lease Services Agreement, the Guaranty, Community Agreements, the Cash Management Agreement, the Clearing Account Agreement, the Borrower Equity Pledge and all other documents executed and/or delivered in connection with the Loan.

“Make-Whole Premium” shall mean with respect to each and every Advance disbursed under the Loan, the aggregate amount equal to the sum of (i) all accrued interest due and payable (based on the then applicable Interest Rate) for a period of twenty-four months on each such Advance less (ii) the sum of the aggregate amount of regular monthly interest that has accrued and been actually paid as of the date the Loan is paid in full; provided, however, it is expressly agreed and understood that the Make-Whole Premium shall be due under any and all circumstances where the Loan is paid in full, whether such payment is a prepayment or made on or after the Maturity Date, whether such payment is voluntary or involuntary, and even if such payment results from Lender’s acceleration of the Maturity Date of this Note upon an Event of Default (and irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents and in no event shall Make-Whole Premium be a negative amount. Notwithstanding the foregoing, the calculation of the Make-Whole Premium shall not apply if a Home is sold to a Resident.

“Mandatory Prepayment Amount” shall have the meaning set forth in Section 2.04(b)(i) hereof.

“Material Action” shall mean to file any insolvency, or reorganization case or proceeding, to institute proceedings to have a Special Purpose Entity be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Special Purpose Entity, to file a petition seeking, or consent to, reorganization or relief with respect to such Special Purpose Entity under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Special Purpose Entity or a substantial part of its property, to make any assignment for the benefit of creditors of such Special Purpose Entity, to admit in writing such Special Purpose Entity’s inability to pay its debts generally as they become due, or to take action in furtherance of any of the foregoing.

“Material Adverse Effect” means a material adverse effect upon (i) Borrower’s right title and interest in any Home, Home Lease, Home Rents in any Home Lease or Existing Combined Lease or Existing HAP Lease, or the Lease Services Agreement, (ii) the condition (financial or otherwise) or business of Borrower or the condition of any Home, Home Lease, or Existing Combined Lease or Existing HAP Lease, (iii) the ability of any Borrower Party to perform any material provision of any Loan Document or the Lease Services Agreement, (iv) Lender’s ability to enforce its rights and/or derive the principal benefit of the security intended to be provided by the Security Agreement, and the other Loan Documents, or (v) the value or use of the Homes or the operation or occupancy thereof.

“Maturity Date” shall mean, with respect to each Advance, the tenth (10^th) anniversary of the date of such Advance, or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Minimum Monthly Collections” shall mean for any calendar month, the sum of Home Rents plus Basic Carrying Costs (only to the extent such Basic Carrying Costs are not already included in the Home Rents) collected in an amount no less than the Principal and Interest Monthly Debt Service Payment Amount due and owing for such calendar month.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Net Insurance or Award Proceeds” shall mean either Insurance Proceeds or an Award.

“Net Operating Income” shall mean the amount by which a Borrower Party’s gross revenues exceed its expenses, in each case calculated by Lender in accordance with GAAP.

“Note” shall mean that certain Promissory Note, in the form attached hereto as Exhibit D, in a maximum principal amount equal to the Commitment Amount, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of the general partner or managing member of Borrower, as applicable, in such party’s capacity as an officer, general partner, or managing member of Borrower and not individually.

“Other Charges” shall mean all ground rents, utility expenses for sewer and/or water, maintenance charges, impositions other than Taxes, and any other charges now or hereafter levied or assessed or imposed by a Governmental Authority or Community Owner against a Home or any part thereof.

“Pad” shall mean, for each Home, the portion of the Fee Estate allocated to such Home.

“Pad Lease” shall mean, for each Home, the agreement pursuant to which the Pad for such Home is leased to the Resident of such Home.

“Pad Rent” shall mean, with respect to any Pad on which a Home is located, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, receivables, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Community Owner or its agents or employees by a Resident that is allocable to a Pad pursuant to a Pad Lease or an Existing Combined Lease or an Existing HAP Lease.

“Payment Date” shall mean the first (1^st) day of each calendar month during the term of the Loan.

“Permitted Encumbrances” shall mean, collectively, (a) the Liens and security interests created by the Loan Documents, (b) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (c) such other exceptions as Lender has approved or may approve in writing in Lender’s sole discretion, which Permitted Encumbrances in the aggregate do not materially adversely affect the value or use of such Home or Borrower’s ability to repay the Loan.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Policies” shall have the meaning specified in Section 6.01(b) hereof.

“Policy” shall have the meaning specified in Section 6.01(b) hereof.

“Power of Attorney” shall mean a Power of Attorney, in the form attached hereto as Exhibit E, executed in blank and delivered by Borrower.

“Principal and Interest Monthly Debt Service Payment Amount” shall mean the following: (i) for each outstanding unpaid Advance with respect to a used Home, a monthly payment of principal based on the unpaid principal balance of such Advance made under the Loan outstanding from time to time and an amortization period of one hundred eighty (180) months commencing as of the date such Advance is made, and interest based on the Interest Rate then in effect and accruing on such principal balance of such Advance; and (ii) for each outstanding unpaid Advance with respect to a new Home, a monthly payment of principal based on the unpaid principal balance of such Advance made under the Loan outstanding from time to time and an amortization period of two hundred forty (240) months commencing as of the date such Advance is made, and interest based on the Interest Rate then in effect and accruing on such principal balance of such Advance.

“Property Manager” shall mean Mobile Home Rentals LLC, a North Carolina limited liability company.

“Provided Information” shall mean any and all financial and other information provided at any time prepared by, or on behalf of (at Borrower’s request), Borrower with respect to any Home or Borrower, including, without limitation, any financial data or financial statements required under Section 5.01(k).

“Rating Agencies” shall mean each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency which has been approved by Lender.

“Release Amount” shall mean, for each Home at any time, the amount of an Advance allocated to such Home, as such amount may be reduced from time to time through amortization or prepayments of the Debt applied to such Home. Release Amounts collected by Lender shall pay down the principal portion of the particular Advance except that while an Event of Default exists, Lender can apply such funds in its discretion.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Rents” shall mean Home Rents and Pad Rents due and owing under the Home Leases, Pad Leases, Existing HAP Leases and Existing Combined Leases.

“Resident” shall mean, with respect to a Home, the Person who is the tenant counterparty to the Home Lease, Pad Lease, Existing Combined Lease or Existing HAP Lease therefor.

“Restoration” shall mean the repair and restoration of a Home after a Casualty or Condemnation as nearly as possible to the condition the Home was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect, but excluding any leasing of the Homes in the ordinary course of business in accordance with the terms hereof.

“Security Agreement” shall mean that certain first priority Security Agreement, in the form attached hereto as Exhibit C, executed and delivered by Borrower to Lender as security for the Loan and encumbering all of the assets of Borrower, including the Homes and Home Rents, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicer” shall have the meaning set forth in Section 2.07 hereof.

“Servicing Agreement” shall have the meaning set forth in Section 2.07 hereof.

“Severed Loan Documents” shall have the meaning set forth in Section 7.02(c) hereof.

“Special Form” shall have the meaning set forth in Section 6.01(a)(i) hereof.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements unless the Loan Documents permit it to do otherwise or it has received either prior consent to do otherwise (which consent shall not be unreasonably withheld, conditioned or delayed) from Lender, or, to the extent and while the Loan is securitized, it has received confirmation from each of the applicable Rating Agencies that such noncompliance would not result in the requalification, withdrawal, or downgrade of the ratings of any Securities or any class thereof:

(a) is and shall be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Homes, financing the Homes, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b) has not engaged and shall not engage in any business unrelated to the permitted businesses described in subparagraph (i) above;

(c) has not owned and shall not own any real property;

(d) does not have, shall not have and at no time had any assets other than the Homes, the Home Leases and personal property necessary or incidental to its ownership and operation of the Homes and Home Leases;

(e) has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit (A) any dissolution, winding up, liquidation, consolidation or merger, or (B) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except for Home Leases and contracts of sale of the Homes in connection with a repayment of the Loan or commitments to enter into loans to refinance the Homes in connection with a repayment of the Loan;

(f) shall not cause, consent to or permit any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition;

(g) if such entity is a limited partnership, has and shall have at least one general partner and has and shall have, as its only general partners, Special Purpose Entities each of which (A) is a corporation or single-member limited liability company, and (B) holds a direct interest as general partner in the limited partnership of not less than 0.5% (or 0.1%, if the limited partnership is a Delaware entity);

(h) if such entity is a corporation, has and shall have at least two (2) Independent Directors, and shall not cause or permit the board of directors of such entity to take any Material Action either with respect to itself or, if the corporation is a Principal, with respect to Borrower or any action requiring the unanimous affirmative vote of one hundred percent (100%) of the members of its board of directors unless two Independent Directors shall have participated in such vote and shall have voted in favor of such action;

(i) if such entity is a single-member limited liability company, has and shall have either (1) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (2) two (2) natural persons or one entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company;

(j) has not and shall not (and, if such entity is (a) a limited liability company, has and shall have a limited liability agreement or an operating agreement, as applicable, (b) a limited partnership, has a limited partnership agreement, or (c) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity shall not) (1) dissolve, merge, liquidate, consolidate; (2) sell all or substantially all of its assets (other than in connection with a release of a Home as permitted hereunder the Loan Documents); or (3) amend its organizational documents with respect to the matters set forth in this definition without the consent of Lender;

(k) has at all times been solvent and has paid its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations Borrower shall not make any distributions to its equity owners if such distribution, at the time such distribution was made, would render (a) Borrower inadequately capitalized for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations or (b) Borrower insolvent or make Borrower unable to pay its own liabilities (including, without limitation, salaries of its own employees) from its own funds; provided, however, that the foregoing shall not require any member to make any additional capital contributions to Borrower or Principal;

(l) has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such entity and has not identified and shall not identify itself as a division of any other Person;

(m) has maintained and shall maintain its bank accounts, books of account, books and records separate from those of any other Person and, to the extent that it is required to file tax returns under applicable law, has filed and shall file its own tax returns, except to the extent that it is required by law to file consolidated tax returns or is a disregarded entity for tax purposes and, if it is a corporation, has not filed and shall not file a consolidated federal income tax return with any other corporation, except to the extent that it is required by law to file consolidated tax returns;

(n) has maintained and shall maintain its own records, books, resolutions and agreements;

(o) has not commingled and shall not commingle its funds or assets with those of any other Person and has not participated and shall not participate in any cash management system with any other Person other than another Borrower;

(p) has held and shall hold its assets in its own name;

(q) has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(r) (A) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) has not permitted and shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets and credit are not available to pay the debts of such Affiliate and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity;

(s) has paid and shall pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and shall maintain a sufficient number of employees in light of its contemplated business operations; provided, however, that the foregoing shall not require any member to make any additional capital contribution to Borrower;

(t) has observed and shall observe all partnership, corporate or limited liability company formalities, as applicable, in a manner not inconsistent with the requirements of this Agreement;

(u) shall have no Indebtedness other than (i) the Loan, (ii) unsecured liabilities incurred in the ordinary course of business relating to the ownership and operation of the Homes and the routine administration of Borrower, which liabilities are paid within sixty (60) days of the date an invoice is submitted for payment thereof (provided that Borrower shall be entitled to a reasonable extension if Borrower acting in good faith is in a legitimate dispute with a trade creditor over such invoice), and which amounts are normal and reasonable under the circumstances, and (iii) such other liabilities that are permitted pursuant to this Agreement; provided, however, that the foregoing shall not require any member of Borrower to make additional capital contributions to Borrower;

(v) has not acquired and shall not acquire obligations or securities of its partners, members or shareholders or any other owner or Affiliate;

(w) has allocated and shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate;

(x) has maintained and used and shall maintain and use separate checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged and shall not pledge its assets to or for the benefit of any other Person other than with respect to loans secured by the Homes in favor of Lender and no such pledge remains outstanding except to Lender to secure the Loan;

(z) has held itself out and identified itself and shall hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it;

(aa) has maintained and shall maintain its assets in such a manner that it reasonably believes shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made and shall not make loans to any Person and has not held and shall not hold evidence of Indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity) and Indebtedness permitted by clause (u) above;

(cc) has not identified and shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;

(ee) if such entity is a corporation, has considered and shall consider the interests of its creditors in connection with all corporate actions;

(ff) has not had and shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents;

(gg) has not formed, acquired or held and shall not form, acquire or hold any subsidiary;

(hh) has complied and shall comply with all of the terms and provisions contained in its organizational documents.

(ii) has conducted and shall use commercially reasonable efforts to conduct its business so that each of the assumptions made about it and each of the facts stated about it in the Insolvency Opinion, to the extent required or subsequently delivered, are true;

(jj) has not permitted and shall not permit any Affiliate or constituent party independent access to its bank accounts;

(kk) is, has always been and shall continue to be duly formed, validly existing, and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business;

(ll) has paid all taxes which it owes and is not currently involved in any dispute with any taxing authority;

(mm) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that resulted in a judgment against it that has not been paid in full;

(nn) has no judgments or Liens of any nature against it except for tax liens not yet due and the Permitted Encumbrances; and

(oo) has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition.

“State” shall mean, with respect to a Home, the State or Commonwealth in which such Home or any part thereof is located.

“Tax Reserve” shall have the meaning set forth in Section 5.01(x) hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Home or part thereof.

“Terms” shall have the meaning set forth in Section 7.01(a)(x) hereof

“Threshold Amount” shall have the meaning set forth in Section 5.01(s) hereof

“Transfer” shall have the meaning set forth in Section 5.02(h)(ii) hereof.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which a Home is located or Borrower is incorporated or organized.

Section 1.02 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

Article II. GENERAL TERMS

Section 2.01 Loan Commitment; Disbursement to Borrower.

Section 2.02 Interest Rate.

Section 2.03 Loan Payment.

Section 2.04 Prepayments.

Section 2.05 Release of Home. If Borrower sells a Home, then Borrower may obtain the release of such Home from the Lien of the Security Agreement thereon (and the related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Home (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

Section 2.06 Release on Payment in Full. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents (including the applicable Deboarding Fee, the Make-Whole Premium and all Lender’s actual, out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Homes from the Lien of the Security Agreement and the review and approval of the documents and information required to be delivered in connection therewith), release the Lien of the Security Agreement on the Homes.

Section 2.07 Servicer. At the option of Lender, the Loan may be serviced by a servicer/trustee (any such servicer/trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set-up fees or any other initial costs relating to or arising under the Servicing Agreement; provided, however, that Borrower shall not be responsible for payment of the monthly servicing fee or other fees due to Servicer under the Servicing Agreement.

Section 2.08

Article III. CONDITIONS PRECEDENT

Section 3.01 Conditions Precedent to Initial Advance. Noting that no portion of the Initial Advance shall be made available for Homes subject to an Existing Combined Lease or Existing HAP Lease, the obligation of Lender to execute this Agreement and make any Advance hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

Section 3.02 Conditions Precedent to Additional Advances. The obligation of Lender to make any Additional Advance hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the date of such Additional Advance:

In no event shall Lender be required to make more than one (1) Advance per calendar month or any Advances after the Commitment Termination Date. Furthermore, in addition to all of the other conditions set forth in this Agreement, to be eligible for any Advance, the Home must be: (a) serialized, unless otherwise agreed to by Lender; (b) adequately described in the manufacturer’s invoice issued to Borrower by a manufacturer; approved by Lender, in its sole discretion; (c) encumbered by a first priority security interest in favor of Lender; and (d) the related Lease in which the portion of the Home Rents equals the Minimum Monthly Collections per Home. If Lender makes an Advance to Borrower, Borrower shall deliver or cause to be delivered to Lender the certificates of origin or certificate of title for each Home in form acceptable to Lender showing Borrower as the record owner and Lender as the only lienholder. Alternatively, to the extent such a certificate of title is not available at the time of the Advance requested, Lender shall have received the following unless expressly waived, (i) a bill of sale showing that such Homes are being transferred into the record name of Borrower; (ii) original executed Power of Attorney from Borrower in favor of Lender or its designee; and (iii) copies of each original certificate of title showing no lienholder of record and endorsed by the current record owner together with copies of fully executed title issuance applications or title transfer applications for each of the Homes to be filed with the applicable State or Governmental Authority together with proof of payment for processing such requests. But in all events, no later than thirty (30) days following the date of any Advance, Borrower shall deliver to Lender an original certificate of title for each Home financed by such Advance showing Borrower as the record owner and Lender as the only lienholder.

Section 3.03 Advance Limitations. Unless otherwise waived by Lender in writing and provided all other conditions to Advances are satisfied, only Homes that are subject to a separate Home Lease and a separate Pad Lease shall qualify for Advances except for Homes that are currently subject to Existing Combined Leases or Existing HAP Leases.

Article IV. REPRESENTATIONS AND WARRANTIES

Section 4.01 Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Closing Date that:

Section 4.02 Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.01 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

Article V. BORROWER COVENANTS

Section 5.01 Affirmative Covenants. From the date hereof and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens created pursuant to the Loan Documents, Borrower hereby covenants and agrees with Lender that it shall comply with or it shall cause compliance with the following:

(A) promptly deliver to Lender or cause to be delivered to Lender a copy of any written notice from any Resident claiming that Borrower is in default in any material respect in the performance or observance of any of the terms, covenants or conditions of any Lease to be performed or observed by Borrower respectively; and

(B) promptly notify Lender of the giving of any notice by any Borrower to any Resident of any material default by any Resident in the performance or observance of any of the terms, covenants or conditions of any Lease on the part of any Resident to be performed and observed and deliver to Lender a true copy of each such notice.

(A) Promptly notify Lender of the termination of any Lease;

(B) Upon request from Lender from time to time, deliver to Lender true and complete copies of any renewals, amendments or modifications of any Lease; and

(C) Upon request from Lender from time to time, deliver to Lender true and complete copies of any new leases entered into with respect to the Homes, it being agreed that such new leases shall be deemed Leases for all purposes of this Agreement.

(A) No later than eighteen (18) months from the Closing Date, each of the Existing Combined Leases shall be replaced with a separate Pad Lease between the Community Owner and the Resident and a separate Home Lease between the Borrower and the Resident (on the Approved Home Lease Form) and Borrower shall deliver such Home Leases and Pad Leases to Lender no later than eighteen (18) months from the Closing Date.

(B) Each time an Existing Combined Lease is replaced with a separate Pad Lease and Home Lease, Lender shall have received proof of mailing of a notice to such Resident which notice shall state that “effective immediately, residents shall make two checks or other forms of payment, one payable to Borrower in the amount of the Home rent set forth in the Home Lease and another one payable to the applicable Community Owner in the amount of the Pad Rent set forth in the Pad Lease”.

Section 5.02 Negative Covenants. From the date hereof until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens created pursuant to the Loan Documents, Borrower covenants and agrees with Lender that, without the prior written consent of Lender in its sole discretion:

(A) Equity interests in such Borrower Party are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);

(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in such Borrower Party is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or

(C) Such Borrower Party qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).

Article VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.01 Insurance.

Section 6.02 Casualty. If any Home shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender.

Section 6.03 Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Home or any portion of the Fee Estate on which a Home is located and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings in which a Home is affected or needs to be relocated because of a proposed Condemnation of the Fee Estate, and Borrower shall from time to time deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Home is taken by a condemning authority and provided the Award therefor is sufficient therefor and made available to Borrower by Lender for Restoration, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Home. If any Home is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Article VII. DEFAULTS

Section 7.01 Event of Default.

Section 7.02 Remedies.

Section 7.03 Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against any Borrower Party pursuant to the Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to a Borrower Party shall not be construed to be a waiver of any subsequent Default or Event of Default by such Borrower Party or to impair any remedy, right or power consequent thereon.

Article VIII. RESERVED

Article IX. MISCELLANEOUS

Section 9.01 Survival; Assignment. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of a Borrower Party, shall inure to the benefit of the legal representatives, successors and assigns of Lender. Notwithstanding any term or provision to the contrary in this Agreement or any Loan Document but subject to the provisions relating to Transfer in Section 5.02(h), no Borrower Party shall assign its respective rights, duties and obligations under this Agreement or any of the Loan Documents without the Lender’s written consent, which consent may be given or withheld in the Lender’s sole discretion. Lender may transfer, assign, sell and/or grant participations in the Loan, in whole and in part, and may furnish any transferee, assignee, purchaser or participant or prospective transferee, assignee, purchaser or participant with any and all documents and information (including without limitation, financial information) relating to any Borrower Party that Lender deems advisable in connection therewith. Borrower’s indemnity obligations under the Loan Documents shall also apply with respect to any transferee, assignee, purchaser or participant and the directors, officers, agents and employees of any transferee, assignee, purchaser or participant. In the event of any such transfer, assignment, sale or participation, the Lender and the parties to such transaction shall share in the rights and obligations of the Lender as set forth in the Loan Documents only as and to the extent they agree among, themselves. In connection with any such transfer, assignment, sale or participation, each Borrower Party further agrees that the Loan Documents shall be sufficient evidence of the obligations of such Borrower Party to each transferee, assignee, purchaser, or participant of Lender, and upon written request by this Lender, each Borrower Party shall enter into such amendments or modifications to the Loan Documents as may be reasonably required in order to evidence any such transfer, assignment, sale or participation, as the case may be.

Section 9.02 Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender, unless expressly otherwise set forth in this Agreement, and shall be final and conclusive.

Section 9.03 Governing Law.

Section 9.04 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in a writing signed by the Lender and Borrower. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 9.05 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 9.06 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section):

c/o Camargo Group, LLC
P.O. Box 896

Beverly Shores, Indiana 46301

Attn: Adam Peterson

39400 Woodward Avenue, Suite 101

Bloomfield Hills, Michigan 48304

Attn: Karen R. Pifer, Esq.

136 Main St.
Pineville, NC 28314

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day.

Section 9.07 Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND BORROWER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

Section 9.08 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 9.09 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 9.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 9.11 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 9.12 Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 9.13 Expenses; Indemnity.

Section 9.14 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 9.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 9.16 No Joint Venture or Partnership; No Third Party Beneficiaries.

Section 9.17 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of its Affiliates or investors shall be subject to the prior written approval of Lender.

Section 9.18 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower and others with interests in Borrower and of the Homes and Home Leases, or to a sale in inverse order of alienation in the event of foreclosure of the Liens evidenced by the Loan Documents and agree not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Homes or the Home Leases for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Homes or the Home Leases or the Homes or Home Leases in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of the Liens evidenced by the Loan Documents, any equitable right otherwise available to Borrower which would require the separate sale of the Homes or Home Leases require Lender to exhaust its remedies against any Home or Home Lease or any combination of the Homes or Home Leases before proceeding against any other Home or Home Lease or combination of Homes or Home Leases; and further in the event of such foreclosure Borrower hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Homes.

Section 9.19 Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 9.20 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of financings and other transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 9.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 9.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 9.22 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written.

Section 9.23 Joint and Several Liability. If there is more than one Borrower under this Agreement, the representations, covenants, warranties and obligations of any Borrower hereunder are joint and several.

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lN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

[Signature Page to Loan Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

[Signature Page to Loan Agreement]

Schedule A

List of Community Owners and Homes

SEE ATTACHED PAGES

Schedule B
Land

SEE TABLE IN SCHEDULE A FOR NAME OF COMMUNITY AND ADDRESS

Schedule C
Release Amount

SEE DEFINITIONS AND SEE TABLE IN SCHEDULE A.

Schedule 3.02(b)
Additional Advance Notice

Schedule 4.01(d)
Litigation

NONE

Schedule 4.01(s)

List of Insurance Policy Claims

None.

SCHEDULE 4.01(x)

Options to Purchase

None.

SCHEDULE 4.01(dd)

Principle Place of Business

136 Main Street, Pineville, NC 28134

State of Organization

Delaware

Schedule 5.01(k)
Reporting Requirements

Borrower shall provide to Lender on a monthly basis the following reports from each Borrower Party:

Borrower shall provide to Lender on a quarterly basis the following reports:

Schedule 5.01(r)
Leasing Parameters

Each Lease must be on the form submitted to Lender at closing and approved by Lender and must be on market terms.

Exhibit 10.7

Exhibit 10.8

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, GVEST HOMES I LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), whose address for all purposes hereunder is 136 Main St., Pineville, NC 28314, hereby unconditionally promises to pay to the order of CAMARGO INVESTMENTS III, LLC, a Delaware limited liability company (together with all of its successors and assigns, “Lender”) at PO Box 896, Beverly Shores, Indiana 46301, for the account of Lender and in accordance with the provisions of the Loan Agreement, of even date herewith, between Borrower and Lender (as amended, modified or supplemented from time to time, the “Loan Agreement”), in lawful money of the United States of America and in immediately available funds, the principal sum of up to Twenty Million and 00/100 Dollars ($20,000,000.00), or so much thereof as may be advanced and unpaid from time to time pursuant to the Loan Agreement. This Promissory Note (“Note”) is referred to in and was executed and delivered pursuant to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the loans evidenced hereby were made and are to be repaid. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Loan Agreement shall be used in this Note as defined in the Loan Agreement.

Borrower further promises to pay interest at said office on the unpaid principal amount hereof from time to time outstanding at the rates and times specified in Article II of the Loan Agreement.

The principal amount hereof may not be prepaid at any time in whole or in part, except as provided in the Loan Agreement. Any Advances that are repaid may not be reborrowed or re- advanced.

An Event of Default as defined in the Loan Agreement shall constitute an Event of Default under this Note. During the existence of an Event of Default, this Note may, as provided in the Loan Agreement, and without prior demand, notice or legal process of any kind (except as otherwise expressly required in the Loan Agreement), be declared, and thereupon immediately shall become, due and payable.

Borrower, and all endorsers and other persons obligated hereon, hereby waive presentment, demand, protest, notice of demand, notice of protest and notice of nonpayment (other than to the extent expressly provided for otherwise in the Loan Documents) and agree to pay all costs of collection as and to the extent provided in the Loan Agreement.

This Note is secured by certain Liens created in favor of Lender under the Loan Documents.

For purposes of governing law, this Note has been delivered at and shall be deemed to have been made in New York, New York and this Note shall be governed by and construed in accordance with the provisions of Section 9.03 of the Loan Agreement. Whenever possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

Whenever in this Note reference is made to Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns, as and to the extent allowed under the Loan Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns.

[Execution Appears on Following Page]

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above written.

[Signature Page to Promissory Note]

Exhibit 10.9

SECURITY AGREEMENT

(Occupied Home Facility)

THIS SECURITY AGREEMENT (OCCUPIED HOME FACILITY) (this “Agreement”) is made as of December 24, 2020, by and between GVEST HOMES I LLC, a Delaware limited liability company, having its principal place of business at 136 Main Street, Pineville, North Carolina 28314 (“Borrower”), and CAMARGO INVESTMENTS III, LLC, a Delaware limited liability company, having its principal place of business at PO Box 896 Beverly Shores, Indiana 46301 (“Lender”).

W I T N E S S E T H:

WHEREAS, this Agreement is given in connection with a loan in the maximum principal sum of up to $20,000,000.00, as evidenced by that certain Loan Agreement (Occupied Home Facility), of even date herewith (the “Loan Agreement”), between Borrower and Lender. All capitalized terms used herein which are not defined herein shall have the respective meanings assigned to them in the Loan Agreement. The indebtedness of Borrower to Lender is further evidenced by the Note and the other Loan Documents.

NOW, THEREFORE, in consideration of the debt evidenced by the Loan Documents and to secure the payment of the Debt, and the performance of the covenants and agreements herein contained, by Borrower to be performed, and also in consideration of the sum of One Dollar ($1.00) in hand paid, the receipt whereof is hereby acknowledged, and other than Excluded Property (as defined below), Borrower does by these presents grant and convey unto Lender and its successors and assigns, a security interest pursuant to the UCC (as defined below) in all right, title and interest of Borrower in and to the following, whether now owned or existing or hereafter arising or acquired, regardless of where any such assets and property are located (collectively, the “Collateral”):

a. the manufactured housing units described on the attached Schedule 1, as may be amended from time to time in accordance with the provisions of the Loan Agreement (collectively, the “Homes”);

b. all Accounts, all Inventory, all Equipment, all General Intangibles, and all Investment Property as such terms are defined in the UCC, including, without limitation, all goods, accounts, investment property, general intangibles, deposit accounts, instruments, chattel paper (including tangible chattel paper and electronic chattel paper), documents, domain names, securities, money, cash, letters of credit, letter-of-credit rights, promissory notes, warrants, dividends, distributions, the commercial tort claims, if any, contracts, agreements, contract rights and other property owned by Borrower or in which Borrower has any right or interest, including those which are now or hereafter in the possession or control of Lender or in transit by mail or carrier to or in the possession of any third party acting on behalf of Lender, without regard to whether Lender received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Lender had conditionally released the same, all rights to payment from, and all claims against Lender, leases, lease contracts, lease agreements, and proceeds of a letter of credit; and

c. without limiting the description of the property or any rights or interests in the assets and property described above in this definition of Collateral, all supporting obligations; and

d. all products and cash proceeds and noncash proceeds (including all rents, revenues, issues, and profits arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any and all of the assets and property described above in this definition of Collateral or any interest therein) of any and all of the assets and property described above in this definition of Collateral, and all additions, accessions, attachments, parts, appurtenances and improvements to, replacements and substitutions of, and all supporting obligations for, guaranties of, insurance or condemnation proceeds of, and documents covering, the assets and property described above in this definition of Collateral, all sales of Accounts, all tort or other claims against third parties arising out of damage or destruction of property described above in this definition of Collateral, and all property received wholly or partly in trade or exchange for property described above in this definition of Collateral

(the security interest created by this Agreement in the Homes and other collateral described in the foregoing paragraphs a, b, c, and d (collectively, the “Collateral”) is referred to herein as the “Security Interest”).

TO HAVE AND TO HOLD the same unto Lender, its successors and assigns, for the purposes and uses herein set forth.

1. Definitions. The following terms have the meanings set forth below:

“Excluded Property” means any permit, license, lease or contractual agreement entered into by Borrower (A) that prohibits or requires the consent of any Person other than Borrower and its Affiliates (as such terms are defined in the Loan Agreement) as a condition to the creation by Borrower of a Lien (as defined in the Loan Agreement) on any right, title or interest in such permit, license, lease or contractual agreement, or (B) to the extent that any law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by (collectively, the “General Restriction Exclusions”) the UCC or any other applicable law or principles of equity

“Permitted Lien” means the Security Interest and any Lien permitted under Section 5.02(b) of the Loan Agreement.

“UCC” means the Uniform Commercial Code as adopted and in force in the State of New York, as amended, revised or replaced from time to time. In the event the meaning of any term defined in the UCC is amended after the date of this Agreement, the meaning of such term as used in this Agreement shall be that of the more encompassing of: (i) the definition contained in the UCC prior to the amendment; and (ii) the definition contained in the UCC after the amendment.

2. Representations, Warranties and Agreements. Borrower hereby represents, warrants and agrees as follows:

(a) Title. Borrower (i) has good and marketable title to each Home and all other Collateral as of the date hereof, free and clear of all Liens other than Permitted Lien and Permitted Encumbrances, (ii) will keep all Collateral now owned or hereafter acquired free and clear of all Liens other than Permitted Lien and Permitted Encumbrances, and (iii) will warrant and defend the title to each Home and every part thereof and all other Collateral against the claims of all Persons as arising by, through or under Borrower, subject only to the Permitted Lien and Permitted Encumbrances. Borrower will not sell or otherwise dispose of any Homes or any other Collateral or any interest therein without the prior written consent of Lender, except as otherwise permitted pursuant to the terms of the Loan Agreement.

(b) Legal Name; Jurisdiction; Chief Executive Office; Organizational Identification Number. Exhibit A attached hereto sets forth Borrower’s correct legal name, jurisdiction of organization, chief executive office, organizational identification number issued by its jurisdiction of organization, and federal employer identification number. Borrower has only one state of incorporation or organization. Borrower will not change its name, jurisdiction of organization or chief executive office except in accordance with the Loan Agreement.

(c) Evidences of Title. Except as otherwise set forth in the Loan Agreement, Borrower will promptly (upon receipt) deliver to Lender the original title certificates for each Home (to the extent the same are not already on the possession of Lender), together with a duly executed Power of Attorney. Borrower shall hold all such title certificates in trust for the benefit of Lender until the same are delivered to Lender (to the extent the same are not already on the possession of Lender).

3. Miscellaneous Covenants. All of the representations, warranties, covenants and terms in the Loan Agreement are incorporated herein by reference. Throughout the term of this Agreement, Borrower will not amend or terminate any financing statement naming Lender as secured party except upon written prior authorization of Lender. No Collateral may be transferred or relocated unless expressly permitted in the Loan Agreement.

4. Event of Default. An Event of Default as defined in the Loan Agreement shall constitute an “Event of Default” under this Agreement. At any time during the continuance of an Event of Default under the Loan Documents, Lender may exercise any one or more of the following rights and remedies: (a) declare all unmatured Debt to be immediately due and payable, and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) exercise and enforce any or all rights and remedies available upon default to a secured party under the UCC, including but not limited to the right to take possession of any Collateral, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which Borrower hereby expressly waives), and the right to sell, by private or public sale as permitted by the UCC, lease, license or otherwise dispose of any or all of the Collateral, and in connection therewith, Lender may require Borrower to make the Collateral available to Lender at a place to be designated by Lender which is reasonably convenient to all applicable parties, and if notice to Borrower of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in Section 5 Error! Reference source not found.) at least ten (10) calendar days prior to the date of intended disposition or other action; and (c) exercise or enforce any or all other rights or remedies available to Lender by law or agreement against the Collateral, against Borrower or against any other Person or property.

5. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section):

If to Lender:

Camargo Investments III, LLC

19 South Great Water Avenue

Beverly Shores, Indiana 46301

Attention: Adam Peterson

If to Borrower:

GVEST HOMES I LLC

See Address in preamble

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day.

6. Waiver; Cumulative Remedies. This Agreement can be waived, modified, amended, terminated or discharged, and the security interest can be released, only in accordance with the express provisions of the Loan Agreement. A waiver signed by Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Lender’s rights or remedies. To the extent permitted by law, all rights and remedies of Lender shall be cumulative and may be exercised singularly or concurrently, at Lender’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other.

7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns and shall take effect when signed by Borrower and delivered to Lender. Borrower waives notice of Lender’s acceptance hereof.

8. Severability. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby.

9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10. Miscellaneous. This Agreement may not be waived, modified, amended, terminated, released or otherwise changed except by a writing signed by Borrower and Lender.

11. Governing Law. For purposes of governing law, this Agreement has been delivered at and shall be deemed to have been made in New York, New York and this Agreement shall be governed by and construed in accordance with the provisions of Section 9.03 of the Loan Agreement.

12. Jurisdiction, Etc. Borrower irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in New York County in the State of New York or in the courts of the United States located in such state, (ii) consents to the jurisdiction of each such court in any suit, action or proceeding, (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 24 shall affect the right of the Lender to serve legal process in any other manner permitted by law or affect the right of the Lender to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions.

13. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH BORROWER IS A PARTY.

14. Recording. Neither this Agreement nor any memorandum hereof shall be recorded in any real estate records.

15. Loan Agreement Controls. In the event of any conflict between the provisions of the Loan Agreement and the provisions of this Agreement, the provisions of the Loan Agreement shall govern and control.

[Signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Security Agreement to be duly executed by its duly authorized representatives, all as of the day and year first above written.

The undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Raymond M. Gee, the Manager of Gvest Homes I LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said company, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 21 day of December, 2020.

[Signature Page to Security Agreement]

Schedule 1

Description of Homes

Attached following this page.