Exhibit 10.2

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) dated October 22, 2021, is made by and among MHP PURSUITS LLC, a North Carolina limited liability company (the “Assignor”), NORTH RALEIGH MHP LLC, a North Carolina limited liability company (the “Assignee”), and provides as follows:

RECITALS

A. Pursuant to that certain Purchase and Sale Agreement dated as of July 1, 2021 (the “Purchase Agreement”), by and among Assignor and Truman Properties, LLC, Birdsong Properties, LLC, CCE Properties, LLC, Youngsville MHP, LLC, each a North Carolina limited liability company (collectively, the “Seller”), Assignor agreed to purchase from Seller certain Property (as defined in the Purchase Agreement) owned by Seller, located in Franklin County and Granville County, North Carolina, which Property is more particularly described in the Purchase Agreement, a copy of which is attached hereto as Exhibit A, and by this reference made a part hereof.

B. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as more particularly described below, all of Assignor’s rights and obligations pursuant to the Purchase Agreement relating to the Property.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. Capitalized Terms. Capitalized terms used herein, unless otherwise defined in this Assignment, shall have the same meanings as those given in the Purchase Agreement.

2.  Assignment. Assignor hereby transfers, assigns and conveys to Assignee all of Assignor’s right, title and interest in, to and under the Purchase Agreement, including, but not limited to, the Earnest Money, and delegates to Assignee all of its duties and obligations and liabilities in, to and under the Purchase Agreement.

3. Assumption and Acceptance. Assignee hereby accepts the assignments as aforesaid, and assumes and agrees to perform the duties, obligations and liabilities of Assignor under the Purchase Agreement as set forth therein assumed by Assignee pursuant to this Assignment.

4. Entire Agreement. This Assignment embodies the entire agreement of Assignor, and Assignee with respect to the subject matter of this Assignment and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Assignment. This Assignment may be modified only by a written instrument duly executed by Assignor and Assignee.

5. Binding Effect. The terms and provisions of this Assignment will inure to the benefit of, and will be binding upon, the heirs, executors, personal representatives, successors and assigns of Assignor and Assignee.

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SIGNATURE PAGE TO FOLLOW

SIGNATURE PAGE TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

IN WITNESS WHEREOF, and intending to be legally bound hereby, Assignor and Assignee have executed this Assignment as of the day and year first above written.

EXHIBIT A

PURCHASE AGREEMENT

(See attached.)

Exhibit 10.3

LOAN AGREEMENT

between

LIBERTY BANKERS LIFE INSURANCE COMPANY

“Lender”

and

NORTH RALEIGH MHP LLC

“Borrower”

“North Raleigh MHP”

$5,323,000.00 LOAN

dated

October 25, 2021

LOAN AGREEMENT

This Loan Agreement (“Agreement”) is made and entered into as of October 25, 2021, (“Closing Date”) by and between LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma insurance company (“Lender”), and NORTH RALEIGH MHP LLC, a North Carolina limited liability company (“Borrower”).

RECITALS:

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the covenants, representations, warranties and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

Article One

Commitment to Lend, Terms of Payment

1.1 Defined Terms. Any capitalized terms used in this Agreement are defined as they are introduced or in Article Nine of the Agreement.

1.2 Loan. Subject to and upon the terms, covenants, and conditions of this Agreement, Lender agrees to lend to Borrower an amount equal to the lesser of (i) seventy-five percent (75%) of the value of the Property as hereinafter defined, as stated in the appraisal furnished to Lender, or (ii) $5,323,000.00 (the “Committed Sum”). Lender may disburse up to the Committed Sum in several advances, but sums shall not be readvanced.

1.3 Note. The Loan shall be evidenced by, be repayable, and accrue interest in accordance with, the Promissory Note of even date with this Agreement (“Note”).

1.4 Purpose of Loan. The proceeds of the Loan shall be used only for acquisition and financing (“Approved Purposes”) of land located in Franklin and Granville Counties, North Carolina, legally described on Exhibit “A” (“Land”), together with any and all buildings, pad sites, open parking areas, structures and other improvements of any kind or nature, and any and all additions, alterations, betterments, or appurtenances thereto, now or at any time hereafter situated, placed or constructed on the Land or any part thereof (“Improvements”), mobile homes located on the Land owned by Borrower or its affiliates (“Mobile Homes”), and all rights and interests appurtenant thereto (“Appurtenances” and the Land, Improvements and Appurtenances, and Mobile Homes are collectively referred to as “Property”).

1.5 Commitment Fee. Borrower has paid a non-refundable and fully earned commitment fee equal of $18,630.00 (“Commitment Fee”).

1.6 Inspection Fee. Borrower has paid a non-refundable inspection fee equal of $2,000.00 (“Inspection Fee”).

Article Two
Collateral

2.1 Security Interests. In order to secure payment and performance of the Indebtedness and Obligations, Borrower has granted or caused to be granted to Lender a first and prior lien on the Property. Sometimes the Property is referred to herein as the “Collateral”.

Article Three
Conditions Precedent to Lending

3.1 Underwriting Materials. The obligation of Lender to make the Loan is contingent upon Lender having received and approved the following, in form and substance acceptable to Lender, on or before the Closing Date:

(a) Organizational Documents. The Organizational Documents for Borrower and Guarantor, Manufactured Housing Properties, Inc.

(b) Governmental Certificates. Certificates of the appropriate governmental officials as to the good standing of Borrower or other parties requested by Lender.

(c) Current Financial Statements. True and correct, certified copies of the most recent financial statements of Borrower and Guarantor (“Current Financial Statements”).

(d) Environmental Reports. A Phase I environmental report of the Property, and, if requested by Lender, a Phase II environmental report.

(e) Improved Property Requirements. If the Property is improved with buildings, housing or any other structures, the following:

1. Reports on the structural, mechanical, electrical, engineering and plumbing systems of the Improvements.

2. The form of lease for the Property (“Leases”), and a current rent roll certified by Borrower.

3. Copies of all operating and management agreements related to the Property, all of which must allow for termination by Borrower upon thirty (30) days prior written notice.

4. A copy of the permanent certificates of occupancy and evidence to Lender that any Improvements comply with all appurtenances, ordinances and regulations and all recorded covenants, conditions and restrictions.

(f) Survey. A category 1A condition II or ALTA Survey prepared by a licensed surveyor acceptable to Lender and the Title Company, certified to Lender and the Title Company, and accompanied by a Surveyor’s Certificate in form satisfactory to Lender which delineates any portion of the Property within the flood plain or flood hazard area. Notwithstanding the foregoing, if the Title Company will provide Lender with survey coverage acceptable to Lender based upon the existing survey and a survey affidavit, a new survey will not be required.

(g) Appraisal. An appraisal of the Property from a Qualified Appraiser, acceptable to Lender, certified to Lender that contains and provides an opinion of the Fair Market Value of the Property.

(h) Tax Certificates. Tax certificates or paid tax receipts certifying that all ad valorem taxes on the Property are current.

(i) UCC Searches. UCC searches of Borrower and Guarantor confirming the absence of material litigation against Borrower or Guarantor.

(j) Zoning. Evidence of zoning compliance, utility availability, capacity and accessibility for the Property.

(k) Insurance Policies. The following:

1. Currently effective certificates from an from an Insurer acceptable to Lender evidencing commercial general liability insurance covering the Property, special form (all risk) property liability insurance insuring any Improvements for the full replacement value and containing loss of rents insurance for one (1) year, naming Lender as an additional insured, and evidence of such other insurance as Lender may require.

2. If the Property is located in a flood hazard area, flood insurance in the maximum amount obtainable.

3.2 Loan Documents. The obligation of Lender to make the Loan is contingent upon Lender having received and approved the following documents executed by the Borrower or Guarantor as applicable (“Loan Documents”):

(a) Agreement. This Agreement executed by Borrower.

(b) Note. The Note executed by Borrower.

(c) Security Instrument. Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents (“Security Instrument”) granting a first lien against the Property.

(d) Assignment of Rents and Leases. An Assignment of Rents and Leases (“Assignment of Rents and Leases”) pledging leases and rents for each parcel comprising the Property.

(e) Assignment of Contract Rights. An Assignment of Contract Rights (“Assignment of Contract Rights”) assigning any and all management contracts for each parcel comprising the Property.

(f) Environmental Indemnity. That certain Environmental Indemnity covering the Property executed by Borrower and Guarantor (“Environmental Indemnity”).

g) Limited Guaranty. The Limited Guaranty (“Guaranty”) executed by Manufactured Housing Properties, Inc. (“Guarantor”).

(h) Financing Statements. Financing Statements required by Lender to perfect its security interest in the Collateral.

(i) ADA Certificate. The ADA Certificate and Indemnity Agreement executed by Borrower and Guarantor.

(j) Resolutions and Incumbency Certificates. The Resolutions and Incumbency Certificates of Borrower authorizing the Loan and pledge of the Collateral, in form and certified in a manner acceptable to Lender.

(k) Opinions. Opinions of counsel to Borrower and Guarantor in form and substance acceptable to Lender.

(l) Title Insurance. A standard form mortgage policy of title insurance (“Title Policy”) used in the state where each parcel comprising the Property is located with such endorsements requested by Lender with liability equal to 100% of the Committed Sum, in favor of Lender, as insured, insuring the lien of the Security Instrument to be a valid and enforceable first priority lien on the Property subject only to current taxes not yet due and payable and matters expressly approved by Lender shown in the commitment for title insurance (“Permitted Encumbrances”) issued by Stewart Title Guaranty Company prior to the Closing Date.

(m) Settlement Statements. A Settlement Statement for the Loan executed by Borrower.

(n) Title Company Documents. Any and all documents requested by the Title Company to be executed by Borrower and Guarantor in connection with the Loan.

(o) Additional Items. Such additional assignments, agreements, certificates, reports, approvals, instruments, documents, financing statements, consents, estoppels and opinions, and such other due diligence materials as Lender may request.

3.3 Payment of Fees. Lender’s obligation to fund the Loan are also contingent upon Borrower on or before the Closing Date paying the Commitment Fee, and all other fees associated with the Loan including title insurance premiums, recording and filing fees, mortgage taxes and Lender’s attorneys’ fees.

3.4 No Event of Default. Lender’s obligations to fund the Loan are also contingent on at such time there exists no event or circumstance which has occurred and be continuing which constitutes or would upon the giving of notice or passage of time, constitute an Event of Default or a failure of any condition of this Agreement.

3.5 Post Closing Matters. Within ninety (90) days after the Closing, Borrower will cause titles to mobile homes that are not affixed to the Property to be amended to show the lien of Lender, and send Lender copies of such titles. At the time of Borrower’s receipt of the amended titles, Lender shall advise Borrower as to whether the originals of the titles are to be sent to Lender, or whether Borrower will be authorized to act as agent for Lender to be custodian of such titles. Borrower shall provide Lender with true, correct and complete copies of the home titles properly reflecting the Lender’s lien, and, if Lender does not elect to hold the titles, Borrower shall hold the original home titles in trust for Lender. Failure of Borrower to comply with the provisions if this Section shall be an Event of Default, as defined herein. If Borrower has possession of the titles as custodian for Lender, upon an Event of Default, as defined herein, Borrower shall promptly deliver possession of the original titles to Lender following Lender’s request for the same.

Article Four
Representations and Warranties

Borrower, except as set forth on Exhibit “B”, represents and warrants to Lender as follows:

4.1 Existence. Borrower is a limited liability company duly organized and validly existing under the laws of the State of North Carolina, and is duly qualified to transact business as a foreign corporation in each jurisdiction where the nature and extent of its business and property requires the same.

4.2 Authorization. Borrower possesses all requisite authority, power, licenses, permits, and franchises to conduct its business and execute, deliver, and comply with the terms of the Loan Documents. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof, the making of the Loans, and the execution, issuance, and delivery of the Loan Documents have been duly authorized and approved by all necessary entity action on the part of Borrower. No consent or approval of any governmental authority or court (“Tribunal”) is required in order for Borrower to legally execute, deliver, and comply with the terms of the Loan Documents.

4.3 Properties; Permitted Liens. Borrower has good and indefeasible title to all of its real property and good and marketable title to all of its other properties and assets and to the Collateral, subject to no Liens except the Permitted Encumbrances.

4.4 Compliance with Laws and Documents. Borrower is not, nor will the execution, delivery, and performance of and compliance with the terms of the Loan Documents cause Borrower to be, in violation of any Laws or in default (nor has any event occurred which, with notice or lapse of time or both, could constitute such a default) under any contract in any respect which could have a Material Adverse Effect. During the past five (5) years, there have been no proceedings, claims, or (to Borrower's knowledge) investigations against or involving Borrower by any Tribunal under or pursuant to any environmental, occupational safety and health, antitrust, unfair competition, securities, or other Laws which could have a Material Adverse Effect, except those described on Exhibit “B” attached hereto (the “Tribunal Proceedings”).

4.5 Litigation. Except for Litigation in which Borrower is exclusively a plaintiff without a counterclaim, cross-claim, or similar action asserted against Borrower and except as set forth on Exhibit “B” attached hereto (the “Existing Litigation”), Borrower is not involved in, nor is Borrower aware of the threat of, any Litigation which could have a Material Adverse Effect, and there are no outstanding or unpaid judgments against Borrower except as described on Exhibit “B” attached hereto (the “Unpaid Judgments”).

4.6 Taxes. All federal, state, foreign, and other Tax returns of Borrower required to be filed have been filed, all federal, state, foreign, and other Taxes imposed upon Borrower which are due and payable have been paid, and no material amounts of Taxes not reflected on such returns are payable by Borrower, other than Taxes being contested in good faith by appropriate legal proceedings.

4.7 Enforceability of Loan Documents. All Loan Documents when duly executed and delivered by Borrower will constitute legal, valid, and binding obligations of Borrower enforceable in accordance with their terms subject to Debtor Relief Laws and except that the availability of equitable remedies may be limited

4.8 Financial Statements. All financial statements of Borrower heretofore and hereafter to be delivered to Lender have been and shall continue to be prepared in accordance with sound accounting practices consistently applied, and shall fairly represent the financial condition of Borrower as of the date of each such financial statement (subject to reasonable year end adjustments for interim financial statements) and shall be certified by the Borrower to be true and accurate. There are and shall be no material liabilities, direct or indirect, fixed or contingent, as of the date of each such financial statement which are not reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, this Agreement and transactions heretofore disclosed in writing to Lender, there has been no material adverse change in the financial condition of Borrower as shown by the Current Financial Statements for Borrower between the date of such Current Financial Statements and the date hereof, nor has Borrower incurred any material liability, direct or indirect, fixed, or contingent, except as otherwise disclosed to and approved in writing by Lender.

4.9 Regulation U. The proceeds of the Loan are not and will not be used directly or indirectly for the purpose of purchasing or carrying, or for the purpose of extending credit to others for the purpose of purchasing or carrying, any “margin stock” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

4.10 Regulatory Acts. Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Act of 1935, the Federal Power Act, the Interstate Commerce Act, or any other Law (other than Regulation X of the Board of Governors of the Federal Reserve System) which regulates the incurring by Borrower or Guarantor of debt, including, but not limited to, Laws regulating common or contract carriers or the sale of electricity, gas, steam, water, or other public utility serves.

4.11 General. To Borrower’s knowledge, there is no significant material fact or condition relating to the financial condition and business of Borrower, or the Collateral which has not been related in writing to Lender, and all writings heretofore or hereafter exhibited, made, or delivered to Lender by or on behalf of Borrower are and will be genuine and in all respects what they purport and appear to be.

4.12 Approved Purposes. Borrower will not use the proceeds of the Loan for any purpose except for Approved Purposes.

Article Five
Certain Covenants

Until payment and performance in full of the Indebtedness and Obligations, Borrower covenants and agrees that:

5.1 Reporting Requirements. Borrower shall provide to Lender the financial reports described on Exhibit “C” at the time specified in Exhibit “C”.

5.2 Insurance. Borrower will maintain or cause to be maintained insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is usually carried by corporations engaged in similar businesses and owning similar properties in the same general areas in which Borrower and the Subsidiaries operate, provided that in any event Borrower will maintain or cause to be maintained any required workmen's compensation insurance, property insurance, comprehensive general liability insurance and business interruption insurance reasonably satisfactory to Lender. Each insurance policy covering Collateral shall name Lender as loss payee and additional insured and shall provide that such policy will not be canceled or reduced without thirty (30) days prior written notice to Lender.

5.3 Taxes. Borrower will promptly pay or cause to be paid prior to or on the due date (for the account of Lender, where appropriate) any and all Taxes due by Borrower, including, without limitation, all taxes, duties, fees, levies and other charges of whatsoever nature which have been or may be imposed by any government or by any department, agency, state, other political subdivision or taxing authority thereof or therein; provided that Borrower shall not be required to pay and discharge any such Taxes or charges so long as the validity thereof shall be contested in good faith by appropriate proceedings and Borrower shall deposit with the Title Company adequate reserves with respect thereto and shall instruct the Title Company to pay any such Taxes or charge before the property subject thereto shall be sold to satisfy any lien which has attached as security therefor, and Lender shall have the right, in its sole discretion, to instruct and cause the Title Company to pay such Taxes to the appropriate taxing authorities. Borrower shall furnish evidence to Lender of full payment of taxes at least fifteen (15) days after the due date.

5.4 Expenses of Lender. Borrower will reimburse Lender for all reasonable out-of-pocket costs, fees, and expenses incident to the Loan Documents or any transactions contemplated thereby, including, without limitation, all recording fees, all recording taxes, and the reasonable, actual fees and disbursements of special counsel for Lender for negotiation and preparation of the Loan Documents, preparation and review of other documents, and providing of other legal services, from time to time, in connection herewith up through the Closing Date, and thereafter for services (a) in connection with or in anticipation of an Event of Default or otherwise in the enforcement of the Loan Documents, (b) in connection with any amendment or waiver to any of the Loan Documents, (c) in connection with any request or action initiated by Borrower, all of which shall be and become a part of the Indebtedness, or (d) in connection with any updated appraisal requested by Lender or under the Loan Documents; provided, however, Lender shall not require an appraisal more than once every three (3) years.

5.5 Maintenance of Entity Existence, Assets and Business; Continuance of Present Business. Borrower will preserve and maintain its existence and all of its leases, licenses, permits, franchises, qualifications, and rights that are necessary or desirable in the ordinary conduct of its business. Borrower will conduct its business in an orderly and efficient manner in accordance with good business practices. Except to the extent permitted in the Lease, Borrower will keep or cause to be kept all of Borrower's assets which are useful and necessary in their respective businesses in good repair, working order and condition, and will make or cause to be made all necessary repairs, renewals and replacements as may be reasonably required. Borrower will carry on and conduct its business in substantially the same fields as such business is now and has heretofore been carried on.

5.6 Books and Records. Borrower will maintain proper books of record and account in which full, true, and correct entries in conformity with sound accounting practices consistently applied shall be made of all dealings and transactions in relation to its business and activities. Lender shall have the right, from time to time, acting by and through its employees or agents, to examine the books, records, and accounting data of Borrower, and to make extracts therefrom or copies thereof. Borrower shall, within a reasonable amount of time, make such books, records, and accounting data available to Lender, as stated above, upon written request, and upon like request shall promptly advise Lender, in writing, of the location of such books, records, and accounting data.

5.7 Compliance with Applicable Laws and with Contracts. Borrower will comply with the requirements of all applicable material Laws, rules, regulations and orders of any governmental authority, except where contested in good faith and by proper proceedings. Borrower will comply in all material respects with all agreements, contracts, and instruments binding on it or affecting its properties or business.

5.8 Comply with Agreement. Borrower will fully comply with the terms, provisions and conditions of this Agreement and of all documents executed pursuant hereto.

5.9 Notice of Event of Default, Suits, and Material Adverse Effect. Upon discovery, Borrower will promptly notify Lender of any breach of any of the covenants contained in Article Six and Article Seven and of the occurrence of any Event of Default hereunder, or of the filing of any claim, action, suit or proceeding before any Tribunal agency against Borrower in which an adverse decision could have a Material Adverse Effect upon Borrower and advise Lender from time to time of the status thereof.

5.10 Information and Inspection. Lender shall have the right to inspect or request copies of all (a) materials filed by Borrower pursuant to the Securities Act of 1933, or 1934, as amended, with the Securities and Exchange Commission, (b) reports to stockholders, and (c) press releases, and at any reasonable time any other information pertinent to any provision of this Agreement or to Borrower's business which Lender may reasonably request. Borrower shall permit an authorized representative of Lender to visit and inspect at reasonable times, subject to the rights of the Tenant, the Property and to discuss the affairs, finances, and Accounts of Borrower with the officers and employees of Borrower.

5.11 Additional Information. Borrower will promptly furnish, or cause to be furnished, to Lender such other information, not otherwise required herein, respecting the business affairs, assets and liabilities of Borrower, Guarantor and the Collateral as Lender shall from time to time reasonably request.

Article Six
Events of Default

The term “Event of Default” as used herein shall mean the occurrence of any one or more of the following events (subject to all applicable grace and cure periods):

6.1 Payment of Indebtedness. Any Event of Default under the Note, as such term is defined in the Note.

6.2 Misrepresentation. Any statement, representation, or warranty heretofore or hereafter made by Borrower or Guarantor in the Loan Documents or in any writing, or any statement or representation made in any certificate, report, or opinion delivered to Lender pursuant to the Loan Documents, is false, calculated to mislead, misleading, or erroneous in any material respect at the time made.

6.3 Voluntary Debtor Relief. Borrower shall (a) execute an assignment for the benefit of creditors, or (b) become or be adjudicated as bankrupt or insolvent, or (c) admit in writing its inability to pay its debts generally as they become due, or (d) apply for or consent to the appointment of a conservator, receiver, trustee, or liquidator of it or all or a substantial part of its assets, or (e) file a voluntary petition seeking reorganization or an arrangement with creditors or to take advantage or seek any other relief under any Debtor Relief Law now or hereafter existing, or (f) file an answer admitting the material allegations of or consenting to, or default in, a petition filed against it in any liquidation, conservatorship, bankruptcy, reorganization, rearrangement, debtor's relief, or other insolvency proceedings, or (g) institute or voluntarily be or become a party to any other judicial proceedings intended to effect a discharge of its debts, in whole or in part, or a postponement of the maturity or the collection thereof, or a suspension of any of the Rights or powers of Lender granted in any of the Loan Documents.

6.4 Involuntary Proceedings. Borrower shall involuntarily (a) have an order, judgment, or decree entered against it by any Tribunal pursuant to any Debtor Relief Law that could suspend or otherwise affect any of the Rights granted to Lender in any of the Loan Documents, and such order, judgment, or decree is not permanently stayed, vacated, or reversed within ninety (90) days after the entry thereof, or (b) have a petition filed against it or any of its property seeking the benefit or benefits provided for by any Debtor Relief Law that would suspend or otherwise affect any of the Rights granted to Lender in any of the Loan Documents, and such petition is not discharged within ninety (90) days after the filing thereof.

6.5 Attachment. The failure to have discharged or bonded off within a period of sixty (60) days after the commencement thereof any attachment, sequestration, or similar proceedings against any of the material assets of Borrower or Guarantor; provided, however, if Borrower is diligently pursuing the discharge of such proceeding, Borrower shall have ninety (90) days to comply with this Section 6.5.

6.6 Dissolution. The dissolution of Borrower for any reason whatsoever.

6.7 Other Agreements with Lender. A default or event of default shall occur and be continuing after the expiration of any applicable grace, notice, and cure periods under any other written agreement or Loan Documents other than this Agreement between Lender and Borrower.

6.8 Other Covenants. The failure or refusal of Borrower or Guarantor to properly perform, observe, and comply with any covenant or agreement contained in this Agreement (other than those matters described in this Article), and such failure or refusal continues for a period of thirty (30) days after Lender has given Borrower notice thereof; provided that, notwithstanding anything to the contrary contained in this Agreement, if the default is not reasonably curable within the 30-day period, the Borrower shall have such longer period as reasonably necessary to complete any covenant or agreement contained in this Agreement, or default, provided further that the Borrower commences to correct or cure the default within the initial 30-day period and continues to use diligent efforts to complete or correct the default; provided further, that the cure must be completed in any event by ninety (90) days after such notice.

Article Seven
Certain Rights and Remedies of Lender

7.1 Rights Upon Event of Default. If any Event of Default shall occur and be continuing, Lender may without notice declare the Indebtedness or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, Lender may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise.

7.2 Performance by Lender. Should any covenant, duty, or agreement of Borrower fail to be performed in accordance with the terms of the Loan Documents, Lender may, at its option, perform or attempt to perform, such covenant, duty, or agreement on behalf of Borrower. In such event, or if Lender expends any sum pursuant to the exercise of any Right provided herein, Borrower shall, at the request of Lender, promptly pay to Lender any amount expended by Lender in such performance or attempted performance, together with interest thereon at the Maximum Rate from the date of such expenditure by Lender until paid. Notwithstanding the foregoing, it is expressly understood that Lender does not assume any liability or responsibility for the performance of any duties of Borrower or Guarantor hereunder or in connection with all or any part of the Collateral.

7.3 Diminution in Collateral Value. Lender does not assume, and shall never have, any liability or responsibility for any loss or diminution in the value of all or any part of the Collateral.

7.4 Lender Not In Control. None of the covenants or other provisions contained in this Agreement shall, or shall be deemed to, give Lender the right to exercise control over the affairs and/or management of Borrower, the power of Lender being limited to the Right to exercise the remedies provided in the other Sections of this Article.

7.5 Waivers. The acceptance of Lender at any time and from time to time of part payment on the Indebtedness shall not be deemed to be a waiver of any Event of Default then existing. No waiver by Lender of any Event of Default shall be deemed to be a waiver of any other then-existing or subsequent Event of Default. No waiver by Lender of any of its Rights hereunder, in the other Loan Documents, or otherwise shall be considered a waiver of any other or subsequent Right of Lender. No delay or omission by Lender in exercising any Right under the Loan Documents shall impair such Right or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such Right preclude other or further exercise thereof, or the exercise of any other Right under the Loan Documents or otherwise.

7.6 Cumulative Rights. All Rights available to Lender under the Loan Documents shall be cumulative of and in addition to all other Rights granted to Lender at Law or in equity, whether or not the Obligations be due and payable and whether or not Lender shall have instituted any suit for collection, foreclosure, or other action under or in connection with the Loan Documents

7.7 INDEMNIFICATION OF LENDER.

(a) BORROWER SHALL INDEMNIFY LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS' FEES AND, WITHOUT LIMITATION, THOSE INCURRED IN CONNECTION WITH ANY BANKRUPTCY PROCEEDING) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY BORROWER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER OR ANY SUBSIDIARY, OR ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH PERSON; PROVIDED, HOWEVER, THAT NO SUCH PERSON SHALL BE INDEMNIFIED AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL ACTS.

(b) Lender shall use commercially reasonable efforts to give Borrower written notice within ten (10) days of any claim with respect to the subject matter of Paragraph 7.7 of the Agreement for which the indemnity of the Lender may apply. If the Borrower agrees to defend such claim or litigation resulting therefrom, the Borrower shall bear the fees and expenses to conduct the defense, and shall select competent and conflict-free counsel. If the Borrower does not assume the defense of any such claim by a third party or litigation resulting therefrom within five (5) days of receipt of notice from the Lender, the Lender may defend against such claim or litigation in such manner as it reasonably deems appropriate. Notwithstanding anything to the contrary, however, Lender may take such action as it deems necessary to protect its interests prior to the time periods described herein and Buyer’s indemnity hereunder shall cover such actions. The Borrower and Lender shall cooperate fully with each other with the defense of litigation, to include providing assistance, information and resources where applicable.

Further, regardless of whether Borrower or Lender defends the claim or litigation, the defending party shall obtain consent from the other party, which such consent shall not be unreasonably withheld, to compromise or settle any litigation. Further, the defending party shall keep the other party fully informed of all settlement negotiations.

7.8 Limitation of Liability. Lender nor any of its Affiliates, officers, directors, shareholders, employees, attorneys, or agents shall have any liability with respect to, and Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Borrower hereby waives, releases, and agrees not to sue Lender nor any of its Affiliates, officers, directors, shareholders, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents.

7.9 Assignment; Sale of Participations. Other than as provided in the Mortgage, Borrower may not assign any interest in this Loan without the prior consent of Lender which may be withheld in Lender’s sole discretion. Lender may, from time to time and without notice to Borrower, sell or offer to sell the indebtedness, or interests therein, to one or more assignees or participants and Lender is hereby authorized to disseminate and disclose any information (whether or not confidential or proprietary in nature) Lender now has or may hereafter obtain pertaining to Borrower, the Indebtedness or the Loan Documents (including, without limitation, any credit or other information regarding Borrower, any of its principals, or any other person or entity liable, directly or indirectly, for any part of the Loan, to (a) any assignee or participant or any prospective assignee or prospective participant, (b) any regulatory body having jurisdiction over Lender or the Indebtedness, (c) any actuary, auditor, banker or investment banker, and (d) any other persons or entities as may be necessary or appropriate in Lender’s reasonable judgment).

Article Eight
Miscellaneous

8.1 Headings. The headings, captions, and arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify, or modify the terms of the Loan Documents, nor affect the meaning thereof.

8.2 Accounting Matters. Any accounting term used in this Agreement or the other Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such term in accordance with sound accounting practices consistently applied, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with sound accounting practices consistently applied.

8.3 Articles, Sections, and Exhibits. All references to “Article,” “Articles,” “Section,” “Sections,” “Subsection,” or “Subsections” contained herein are, unless specifically indicated otherwise, references to articles, sections, and subsections of this Agreement. All references to “Exhibits” contained herein are references to exhibits attached hereto, all of which are made a part hereof for all purposes, the same as if set forth herein verbatim, it being understood that if any exhibit attached hereto, which is to be executed and delivered, contains blanks, the same shall be completed correctly and in accordance with the terms and provisions contained and as contemplated herein prior to or at the time of the execution and delivery thereof.

8.4 Number and Gender of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and vice versa; and words of any gender shall include each other gender where appropriate.

8.5 Notices. Unless otherwise expressly provided herein, all notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if (i) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (ii) by delivering same in person to the intended addressee, (iii) by delivery to a reputable independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee, or (iv) by prepaid telegram, telex, telecopier or telefacsimile transmission to the addressee, so long as the same is immediately followed by delivery pursuant to one of the methods under (i) through (iii) above. Notice so mailed shall be effective two (2) days after its deposit with the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective one (1) day after delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or machine of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth below; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ prior notice to the other party in the manner set forth herein. Electronic mail and internet websites may be used only to distribute only routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

8.6 Form and Number of Documents. Each agreement, document, instrument, or other writing to be furnished to Lender under any provision of this Agreement must be in form and substance and in such number of counterparts as may be satisfactory to Lender and its counsel.

8.7 Survival. All covenants, agreements, undertakings, representations, and warranties made in any of the Loan Documents shall survive all closings under the Loan Documents and shall continue in full force and effect so long as any part of the Indebtedness remain and, except as otherwise indicated, shall not be affected by any investigation made by any party. Notwithstanding anything contained herein to the contrary, the covenants, agreements, undertakings, representations, and warranties made in Section 6.5 and Section 8.8 shall survive the expiration or termination of this Agreement, regardless of the means of such expiration or termination.

8.8 GOVERNING LAW; PLACE OF PERFORMANCE. THE LOAN DOCUMENTS ARE BEING EXECUTED AND DELIVERED, AND ARE INTENDED TO BE PERFORMED, IN THE STATE OF NORTH CAROLINA, AND THE LAWS OF SUCH STATE AND OF THE UNITED STATES SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT THE LAWS OF A DIFFERENT STATE AFFECT COLLATERAL LOCATED IN SUCH STATE, OR AS OTHERWISE SPECIFIED IN ANY OF THE LOAN DOCUMENTS. THIS AGREEMENT, ALL OF THE OTHER LOAN DOCUMENTS, AND ALL OF THE OBLIGATIONS OF BORROWER UNDER ANY OF THE LOAN DOCUMENTS ARE PERFORMABLE IN FRANKLIN OR GRANVILLE COUNTY, NORTH CAROLINA. VENUE OF ANY LITIGATION INVOLVING THIS AGREEMENT OR ANY LOAN DOCUMENT SHALL BE MAINTAINED IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN FRANKLIN AND GRANVILLE COUNTIES, NORTH CAROLINA, TO THE EXCLUSION OF ALL OTHER VENUES.

8.9 Maximum Interest. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable North Carolina law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note or any Loan Document, and the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under North Carolina law). If the applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Lender's exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Lender pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (c) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of any Note, then it is Borrower's and Lender's express intent that all amounts charged in excess of the Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by Lender shall be credited on the principal balance of any Note and (or, if any Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

8.10 Invalid Provisions. If any provision of any of the Loan Documents is held to be illegal, invalid, or unenforceable under present or future Laws effective during the term thereof, such provision shall be fully severable, the appropriate Loan Document shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part thereof; and the remaining provisions thereof shall remain in full force and effect and shall not be effected by the illegal, invalid, or unenforceable provision or by its severance therefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of such Loan Document a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

8.11 Entirety and Amendments. This instrument embodies the entire agreement between the parties relating to the subject matter hereof (except documents, agreements and instruments delivered or to be delivered in accordance with the express terms hereof), supersedes all prior agreements and understandings, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed jointly by Borrower and Lender and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof.

8.12 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which constitutes an original and all of which constitute, collectively, one agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

8.13 Parties Bound. This Agreement shall be binding upon and inure to the benefit of Borrower, Lender and their respective successors and assigns; provided that Borrower may not, without the prior written consent of Lender, assign any of its Rights, duties, or obligations hereunder. No term or provision of this Agreement shall inure to the benefit of any Person other than Borrower and Lender and their respective successors and assigns; consequently, no Person other than Borrower and Lender and their respective successors and assigns, shall be entitled to rely upon, or to raise as a defense, in any manner whatsoever, the failure of Borrower or Lender to perform, observe, or comply with any such term or provision.

8.14 Lender's Consent or Approval. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of judgment of Lender is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole discretion of Lender, and (b) deemed to have been given only by a specific writing intended for the purpose and executed by Lender. Each provision for consent, approval, inspection, review, or verification by Lender is for Lender's own purposes and benefit only.

8.15 Loan Agreement Governs. In the event of any conflict between the terms of this Agreement and any terms of any other Loan Document, the terms of this Agreement shall govern. All of the Loan Documents are by this reference incorporated into this Agreement.

8.16 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.

8.17 Statute of Frauds Notice. THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

8.18 Attorneys’ Fees. In the event either Lender, Lender’s Consultant or Borrower brings any legal or equitable proceeding (including any court action or arbitration proceeding) for enforcement of any of the terms or conditions of the Loan Documents, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of the loan Documents, the prevailing party in such proceeding, including in any bankruptcy proceeding, shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith. The “prevailing party” for purposes of this Agreement, shall be deemed to be that party who obtains substantially the result sought, whether by settlement, dismissal or judgment.

Article Nine
Definitions

All Definitions not otherwise defined in this Agreement shall have the meanings given such terms in this Article.

9.1 Definitions. All Definitions not otherwise defined in this Agreement shall have the meanings given such terms in this Article.

“Accounts” mean all of Borrower’s accounts receivable of every nature and description, whether now existing or hereafter arising, the proceeds and products thereof including, without limitation, all notes, drafts, acceptances, instruments, and chattel paper arising therefrom.

“Affiliate” means, as to any Person, any other Person (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person, (b) that directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting interest of such Person, or (c) ten percent (10%) or more of the voting interest of which is directly or indirectly beneficially owned or held by the Person in question. The term “control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by control, or otherwise; provided, however, in no event shall Lender be deemed an Affiliate of Borrower.

“Business Day” means a day other than a Saturday, Sunday or a day on which commercial banks in Dallas, Texas, are authorized to be closed. Unless otherwise provided, the term “days” means calendar days.

“Code” means the Uniform Commercial Code of the State of North Carolina or other applicable jurisdiction as it may be amended from time to time.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar debtor relief Laws affecting the rights of creditors generally from time to time in effect.

“Fair Market Value” shall mean the most probable price which the Property, or any portion thereof, as applicable, should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably and assuming the price is not affected by undue stimulus. Implicit in the foregoing definition is the consummation of a sale as of a specified date and the passing of title from the seller to buyer under conditions whereby: (i) the buyer and seller are typically motivated, (ii) both parties are well informed or well advised, and acting in what they consider to be their own best interests, (iii) a reasonable time, found to be acceptable to Lender in the exercise of its sole opinion and judgment, is allowed for exposure of the Property in the open market, which, in the case of this transaction, is agreed by the parties to be twelve (12) months, (iv) payment of the purchase price is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereof, and (v) the purchase price represents the normal consideration for the Property unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Said valuation shall be based upon the assumption that the Property will continue to be used for the purposes under which the Property is used or designed for use.

“Indebtedness” means all present and future indebtedness, fees, including without limitation the Commitment Fee, obligations, and liabilities, including all direct and contingent obligations arising under letters of credit, banker’s acceptances, bank guaranties and similar instruments, net obligations under any swap contract, overdrafts, Automated Clearing House obligations, and all other financial accommodations which could be considered a liability under GAAP, and all renewals, extensions, and modifications thereof, or any part thereof, now or hereafter owed to Lender by Borrower, and all interest accruing thereon and costs, expenses, and reasonable attorneys’ fees incurred in the enforcement or collection thereof (including attorneys’ fees incurred in connection with any bankruptcy proceeding of Borrower or Guarantor, regardless of whether such indebtedness, obligation, and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, but not limited to, the indebtedness, obligations, and liabilities evidenced, secured, or arising pursuant to any of the Loan Documents and all renewals and extensions thereof, or any part thereof, and all present and future amendments thereto, together with the loans described on Schedule 22 hereof (“Related Loans”).

“Laws” means all statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of the United States, any city or municipality, state, commonwealth, nation, country, territory, possession, or any Tribunal.

“Leases” means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting the Property, or any portion of the Property, and all modifications, extensions or renewals.

“Liabilities” means, at any particular time, all amounts which in conformity with GAAP, would be included as liabilities on a balance sheet of a Person.

“Lien” means any lien, security interest, Tax lien, mechanic’s lien, materialman’s lien, or other encumbrance, whether arising by contract or under Law.

“Litigation” means any proceeding, claim, lawsuit, and/or investigation conducted or threatened by or before any Tribunal, including, but not limited to, proceedings, claims, lawsuits, and/or investigations under or pursuant to any environmental, occupational safety and health, antitrust, unfair competition, securities, Tax, or other Law, or under or pursuant to any agreement, document, or instrument.

“Material Adverse Effect” means any set of circumstances or event which (a) could reasonably be expected to have any adverse effect whatsoever upon the validity, performance, or enforceability of any Loan Document, (b) is or could reasonably be expected to become material and adverse to the financial condition, properties, or business operations of the Person in question, (c) could reasonably be expected to impair the ability of the Person in question to fulfill its obligations under the terms and conditions of the Loan Documents, or (d) could reasonably be expected to cause an Event of Default.

“Maximum Rate” means the maximum non-usurious rate of interest (or, if the context so requires, an amount calculated at such rate) which Lender is allowed to contract for, charge, take, reserve, or receive in this transaction under applicable federal or state (whichever is higher) Law from time to time in effect after taking into account, to the extent required by applicable federal or state (whichever is higher) Law from time to time in effect, any and all relevant payments or charges under the Loan Documents.

“Obligations” means any and all of the covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Borrower to Lender as set forth in the Loan Documents.

“Organizational Documents” means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws, (b) in the case of a general partnership, its partnership agreement, (c) in the case of a limited partnership, its certificate of limited partnership and partnership agreement, (d) in the case of a limited liability company, its articles of organization and operating agreement or regulations, and (e) in the case of any other entity, its organizational and governance documents and agreements.

“Person” means any individual, firm, corporation, association, partnership, joint venture, trust, other entity, or a Tribunal.

“Qualified Appraiser” shall mean an independent, duly certified M.A.I. real estate appraiser, licensed to appraise property in the state in which the Property is located, approved by Lender in the exercise of its sole opinion and judgment, generally familiar with the appraisal of property similar to the Property, having at least ten (10) years’ experience in the appraisal of properties substantially similar to the Property.

“Rights” mean any remedies, powers, and privileges exercisable by Lender under the Loan Documents, at Law, equity, or otherwise.

“Taxes” means all taxes (including withholding), assessments, fees, levies, imposts, duties, deductions, withholdings, or other charges of any nature whatsoever from time to time or at any time imposed by any Laws or by any Tribunal, excluding state and local sales and use taxes.

“Tribunal” means a court, administrative agency or other governmental body.

[Signature page follows]

EXHIBIT “A”

LAND

PARCEL 1:

TRACT ONE:

BEGINNING at an iron stake, formerly a rock corner with W.R. Holden and Wade White; runs thence North 85-15 West 2,027 feet to an iron stake, formerly a rock; runs thence North 8-45 East 940.5 feet to a stake corner and three white rocks; runs thence South 84-45 East 1,865 feet to a rock in a drain; runs thence South 1 East 949 feet to the beginning, containing 41.5 acres according to a map and survey made by Phil R. Inscoe, R.L.S., under date of 3-12-66 entitled "Map of Land Surveyed for Walter Debnam et al" and being all the property conveyed to W.T. Young by deeds recorded in the Franklin County Registry in Deed Books 278 Page 277, 440, Page 89, and 440, Page 90, to all of which reference is hereby made. See Will of William Thomas Young, Will Book X Page 460, records of Franklin County.

This property was conveyed to Grantors by deed recorded in the Franklin County Registry on March 30, 1966, Book 604 Page 399.

TRACT TWO:

BEGINNING at an existing rock in a drain, said point being marked also by an existing iron and being the northeast corner of property belonging to Richard Streett; running thence with said Streett's northern line, crossing S.R. #1117 North 84 degrees 45' West 1,865 feet to an existing iron in rocks; thence North 8 degrees 54' East 450.92 feet to an iron pipe; thence a new line through the R.B. Debnam property, again crossing S.R. #1117 South 84 degrees 45' East 1,840.30 feet to an iron pipe located South 5 degrees 46' West 289.10 feet from an existing rock; thence South 5 degrees 46' West 450 feet to the point and place of beginning according to survey for Richard Streett by Harold Mullen, Registered Surveyor dated 4-8-67 containing 19.13 acres and being the southern portion of a 37.9-acre tract belonging to R.B. Debnam.

PARCEL 2:

Tract 1: BEGINNING at a stone on the northern side of the road leading from Lewis Station to Dexter (S.R. #1514), said stone being the southeastern corner of the property herein described and the southwestern corner of the property of Jessie A. Watson; going thence in a line parallel to said road S. 71° 48' W. 73 feet more or less to an iron pin; thence N. 12° 57' W. 1094.5 feet to an iron pin; thence S. 71° 15' W. 499.5 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood's line N. 1° 45' W. 1809 feet to a stake in the southern margin of the property of Mrs. Ella G. Olmstead; thence along Olmstead's line S. 87° 15' E. 485.7 feet to a stake, corner of the property of Jessie A. Watson; thence along Watson's line as follows: S. 1° 45' E. 1122 feet to a stone; thence S. 87° 45' E. 273.9 feet to a stone; thence S. 1° 45' E. 1500 feet to a stone, said point being the point and place of beginning and containing 28.7 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S., dated August 30, 1971.

For further reference see Deed Book 580, page 795, Granville County Registry. (5724T)

Tract 2:

Beginning at an iron pin in the western margin of a road, said iron pin being the northeastern corner of the property herein described and the southeastern corner of the property this day conveyed to B.N. Hart; going thence along he said road S. 12° 57' E. 844 feet to an iron pin; thence S. 71° 48' W. 679.4 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood's line N. 1° 45' W. 860 feet to an iron pin, the southwestern corner of the property of B.N. Hart; thence along Hart's line N. 71° 15' E. 499.5 feet to an iron pin said point being the point and place of beginning, and containing 11.4 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S. dated August 26, 1971. For further reference, see Book 154, page 100, Granville County Registry.

PARCEL 3:

Beginning at an iron pin in the southern right of way of S.R. #1202, designated on the survey identified below as"0.72 Miles to S.R.#1203"; thence South 83degrees 02' 43" West 100.00 feet to an iron pin; thence North 89 degrees 18' 17" West 300.00 feet to an iron pin; thence South 78 degrees 31' 43" West 100.00 feet to an iron pin; thence North 58 degrees 44' 38" West 1,119.79 feet to an iron pin; thence North 67 degrees 49' 37" West 1,086.86 feet to an iron pin; thence North 19 degrees 27' 46" East 369.49 feet to an iron pin; thence North 19 degrees 27' 46" East 230.40 feet to an iron pin; thence South 81 degrees 18' 19" East 20.00 feet to an iron pin; thence South 81 degrees 18' 19" East 941.37 feet to au iron piu; thence South 42 degrees 59' 14" East 1,129.75 feet to an iron pin; thence South 43 degrees 57' 58" East 469.59 feet to an iron pin; thence South 44 degrees 26' 17" East 306.34 feet to an iron pin, the point and place of beginning; and being the property surveyed for Rilla Browne, Franklinton Township, Franklin County, North Carolina, according to a survey by Nathan R. Hymiller, Jr., Registered Land Surveyor, dated January 28, 1992, and containing 34.92 acres according to said survey.

PARCEL 4:

BEING all of that certain tract or parcel of land containing 17.389 acres as shown on survey and plat of James O. Murphy, P.E. entitled "Boundary Survey for William Lee Richardson & Valerie Jean Blettner," dated May 9, 2003, of record in Plat Book 28, page 125, Granville County Registry, to which reference is hereby made for a more particular description.

PARCEL 5:

TRACT 1:

That certain tract or parcel of land situate, lying and being in Youngsville Township, Franklin County, North Carolina, adjoining the lands of Seaboard Airline Railroad, Dr. George C. Mackie, Fred O. Preddy and others and more particularly described as follows:

BEGINNING in the center of the Seaboard Airline Railroad tract; thence South 82-1/2 degrees East 452 feet to a stake, Perry's corner; thence along Perry's line South 17 degrees East 479 feet; South 28 degrees West 300 feet; South 46 degrees West 161 feet; South 55 degrees West 463 feet; North 80 degrees West 210 feet to the center of the aforesaid railroad tract; thence along the aforesaid railroad tract in a northern direction 1,175 feet to the point of beginning containing 12 acres, more or less, less the railroad right of way.

EXCLUDED from the above-described land is that portion which lies west of Rural Paved Road 1030.

TRACT 2:  BEGINNING at an existing iron stake, said stake being the northeast corner of William L. Thompson Property according to deed recorded in Book 743 Page 612, Franklin County Registry; thence South 83 degrees15' 00" East 82.21 feet to an iron pipe; thence South 17 degrees 25' 18" East 406.06 feet to an iron pipe; thence South 50 degrees 41' 50” West 20.47 feet to marked pine tree; thence south 44 degrees 27' 08" West 63.51 feet to an existing iron pipe; thence North 17 degrees 25' 18" West 477.28 feet to the place and point of beginning containing 0.759 acres, more or less, according to Map and Survey of James O. Murphy, R.L.S., dated 9 March 1981, entitled "Map Prepared for William L. Thompson, Youngsville Township, Franklin County, N.C.^"

EXHIBIT “B”

DISCLOSURE SCHEDULE

Permitted Encumbrances Not Otherwise Disclosed

NONE

Litigation Disclosure of Borrower and Guarantor.

Borrower: NONE

Guarantor: NONE

EXHIBIT “C”

FINANCIAL REPORTING PROCEDURES

(1) Annual Financial Statements. Within one hundred twenty (120) days after the last day of each fiscal year of Borrower, beginning with the fiscal year that ends 2021, financial statements showing the financial position and results of operations of Borrower (which shall include the Collateral) as of, and for the year ended on, such last day, in all material respects, the financial position of Borrower as of the last day of such fiscal year and the results of operations and the cash flow of Borrower for the fiscal year then ended in conformity with sound accounting practices consistently applied, the certificate of the chief financial officer of Borrower that all of such financial statements present fairly the financial position of Borrower as of the last day of such fiscal year and the results of the operations and the cash flow of Borrower for the fiscal year then ended in conformity with sound accounting practices consistently applied. Each such financial statement shall contain at least a balance sheet of Borrower as at the end of such fiscal year and statements of income, retained earnings, and contingent liabilities; In addition, Borrower shall provide to Lender a true, correct, and complete copy of the federal income tax return for Borrower and a true and correct copy of each amended tax return within thirty (30) days after the filing of each such tax return, if quested by Lender.

(2) Annual Operating Statements. Within ninety (90) days after the last day of each calendar year, internally prepared monthly operating statements showing income, expenses and balance sheets for the Property (Monthly Site Summary Reports) (which shall include the Collateral) in the same form as is furnished to the management of Borrower.

LOAN AGREEMENT – Page 21

Exhibit 10.4

PROMISSORY NOTE

FOR VALUE RECEIVED, NORTH RALEIGH MHP LLC, a North Carolina limited liability company (“Borrower”), having an address at 136 Main Street, Pineville, North Carolina 28134, hereby promises to pay to the order of LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma insurance company (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, the principal sum of FIVE MILLION THREE HUNDRED TWENTY-THREE THOUSAND AND NO/100 DOLLARS ($5,323,000.00) or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof.

ARTICLE I
DEFINITIONS

1.1 Defined Terms. Any capitalized terms used in this Promissory Note (“Note”) are defined as they are introduced or in Section 4.22 hereof. All terms used herein, whether or not defined hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require.

ARTICLE II
PAYMENT TERMS

2.1 Payment of Principal and Interest. Prior to any Event of Default, as defined in Section 3.1 hereof, interest on the principal balance of this Note shall accrue at the rate of four and three-quarters percent (4.75%) per annum (“Applicable Rate”). Interest and principal in the amount of Thirty Thousand Three Hundred Forty-Seven and 35/100 Dollars ($30,347.35) (“Monthly Payment”) shall be due and payable on December 1, 2021, and continuing on the first day of each month thereafter (“Payment Date”) until November 1, 2026 (“Maturity Date”), when the entire remaining unpaid principal balance of this Note and any and all accrued but unpaid interest herein shall be due and payable in full.

2.2 Application. Except as expressly provided herein to the contrary, all payments on this Note shall be applied in the following order of priority: (i) the payment or reimbursement of any expenses, costs or obligations (other than the outstanding principal balance hereof and interest hereon), including, without limitation, any and all fees owed to Lender, for which either Borrower shall be obligated or Lender shall be entitled pursuant to the provisions of this Note or the other Loan Documents, (ii) the payment of accrued but unpaid interest hereon, and (iii) the payment of all or any portion of the principal balance hereof then outstanding hereunder, in the direct order of maturity. If an Event of Default exists under this Note or under any of the other Loan Documents, then Lender may, at the sole option of Lender, apply any such payments, at any time and from time to time, to any of the items specified in clauses (i), (ii) or (iii) above without regard to the order of priority otherwise specified in this Section and any application to the outstanding principal balance hereof may be made in either direct or inverse order of maturity.

2.3 Payments. All payments under this Note made to Lender shall be made on the first (1^st) day of each month, without offset, in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Lender in full. Payments in immediately available funds received by Lender in the place designated for payment on a Business Day prior to 12:00 noon Central time at said place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Lender on a day other than a Business Day or after 12:00 noon Central time on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on this Note shall become due and payable on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment.

2.4 Computation Period. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a three hundred sixty (360) day year and shall accrue at the Applicable Rate on thirty (30) days for each whole month, but on the actual number of days elapsed for any partial month in which interest is being calculated. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received, as provided in Section 2.3 hereof.

2.5 Prepayment.

(a) The following prepayment privilege is reserved and may be exercised by the Borrower; provided, that Borrower is not in default under the terms of the Note. During the first year of this Note, the Note may be paid in full upon thirty (30) days prior written notice to Lender, on any Payment Date; provided that such prepayment shall be accompanied by a charge of five percent (5%) of the then current principal balance of this Note at the time of such prepayment. This fee will reduce one percent (1%) each year thereafter to a minimum of one percent (1%), which shall be the prepayment premium payable during the fifth loan year; providing, however, that during the period from sixty (60) days prior to the Maturity Date to the Maturity Date, there will be no prepayment premium and this Note may be prepaid in full without any prepayment charge.

(b) The premium set forth in Section 2.5(a) above shall hereinafter be referred to individually as a “Prepayment Premium.” If any prepayment of only a portion of the principal sum is accepted by Lender, it shall in no manner modify the obligation of Borrower to pay the Monthly Payment when due in accordance with Section 2.1 of this Note until the entire principal sum and all accrued and unpaid interest thereon are paid in full.

(c)All elective prepayments as set forth in paragraph (a) above may be made only on an installment payment date and on thirty (30) days prior written notice to Lender. The first loan year hereunder shall commence on the date hereof, and shall terminate on the last day of the twelfth month thereafter; and each successive loan year shall commence and terminate on the annual anniversary of each of the aforesaid dates.

(d)In case an Event of Default, as hereinafter defined, shall occur hereunder, a tender of payment by Borrower, or its successors or assigns, or anyone on its or their behalf, of the amount necessary to satisfy the entire indebtedness evidenced hereby prior to a foreclosure sale shall constitute an evasion of the prepayment provisions of this Note and constitute a voluntary prepayment and in such case any such tender of payment shall include a Prepayment Premium equal to ten percent (10%) of the then outstanding principal balance.

(e)Anything to the contrary notwithstanding, if the property described in the Security Instrument securing this Note or any portion thereof is taken under the right of eminent domain or sold under the threat of condemnation, Borrower shall seek as a separate and identifiable part of its compensation or award for such taking or sale an amount equal to the Prepayment Premium calculated in accordance with the provisions set forth in paragraph 2.5(a) above, and, in the event such compensation is received (in whole or in part), Borrower shall pay such amount to Lender. Borrower’s obligations under the preceding sentence are conditioned upon such an award for the premium being available under applicable laws. Any such award for the Prepayment Premium must be in addition to, and will not reduce the award to Borrower for, the damages to or taking of the Property. Borrower shall seek an itemization of any compensation or award for such taking or damage and furnish the same, if received, to Lender. In the event that Lender applies the condemnation award to prepay the principal amount of this Note, no Prepayment Premium shall be required unless a separate and identifiable part of the condemnation award is an amount in payment of the Prepayment Premium, in which event such portion of the condemnation amount shall be paid to Lender. In addition, no Prepayment Premium shall be required as a result of the application of insurance proceeds to the unpaid principal of this Note.

(g) BY INITIALING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT PURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO REPAY THIS NOTE IN WHOLE OR IN PART WITHOUT PREMIUM EXCEPT AS OTHERWISE PROVIDED IN THE NOTE. FURTHERMORE, BY INITIALING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE OR ACQUIRED THE LOAN EVIDENCED IN RELIANCE ON THE AGREEMENTS OF BORROWER AND THAT LENDER WOULD NOT HAVE MADE OR ACQUIRED THIS LOAN WITHOUT SUCH AGREEMENTS OF BORROWER.

2.6 Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts which become payable under this Note or under any of the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.

2.7 Partial or Incomplete Payments. Remittances in payment of any part of this Note other than in the required amount in immediately available funds at the place where this Note is payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in full in accordance herewith and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Lender of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default in the payment of this Note.

2.8 Interest on Unpaid Interest, Late Payment Charges; Default Interest Rate, Etc. In the event any payment of interest is not paid on the date when due, interest shall accrue thereon as set forth herein on a compounded basis until paid in full. Further, in the event any payment of interest is not paid within ten (10) days of the date when due, Borrower shall pay a late payment charge in an amount equal to five percent (5%) of the late payment in order to offset Lender’s increased administrative costs resulting from such late payment. For so long as any Event of Default exists under this Note or under any of the other Loan Documents, and in addition to all other rights and remedies of Lender hereunder, interest shall accrue on the outstanding principal balance hereof at the Default Interest Rate, and such accrued interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender’s actual damages resulting from any late payment or Event of Default, and such late charges and accrued interest are reasonable estimates of those damages and do not constitute a penalty. Borrower shall also pay an additional $35.00 fee for any check which is not honored.

ARTICLE III
EVENT OF DEFAULT AND REMEDIES

3.1 Event of Default. The occurrence or happening, at any time and from time to time, of any one or more of the following shall immediately constitute an “Event of Default” under this Note:

(a) Prior to the Maturity Date, by acceleration or otherwise, Borrower shall fail, refuse or neglect to pay and satisfy, in full and in the applicable method and manner required, any required payment of principal or interest or any other portion of the indebtedness evidenced by this Note as and when the same shall become due and payable or within ten (10) days of such date, whether at the stipulated due date thereof, at a date fixed for payment, or immediately on the Maturity Date, by acceleration or otherwise Borrower shall fail, refuse or neglect to pay and satisfy in full and in the applicable method and manner required, the indebtedness evidenced by this Note;

(b) The occurrence of any other default, breach or event of default as defined in or under this Note, the Loan Agreement or any other Loan Document that remains uncured beyond any applicable notice and cure periods under and pursuant to the provisions of this Note, the Loan Agreement or any other Loan Document; or

(c)Right of Cure. Prior to conducting a foreclosure sale for filing of a lawsuit in connection with this Note, Lender shall provide Borrower with notice of an Event of Default provided Borrower pays all installments due hereunder which are then delinquent, together with all default interest, late fees and any of Lender’s costs and attorney’s fees incurred in connection with the default within five (5) days of such notice, Lender shall rescind such foreclosure or lawsuit.

3.2 Remedies. Subject to Section 3.1(c) above, upon the occurrence of an Event of Default, Lender shall have the immediate right, at the sole discretion of Lender and without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any other action (ALL OF WHICH BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES) (i) to declare the entire unpaid balance of the indebtedness evidenced by this Note (including, without limitation, the outstanding principal balance hereof, including all sums advanced or accrued hereunder or under any other Loan Document, and all accrued but unpaid interest thereon) at once immediately due and payable (and upon such declaration, the same shall be at once immediately due and payable) and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity, (ii) to foreclose any liens and security interests securing payment hereof or thereof (including, without limitation, any liens and security interests covering any portion of the Mortgaged Property), and (iii) to exercise any of Lender’s other rights, powers, recourses and remedies under this Note, under any other Loan Document, or at law or in equity, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, singly, successively, or concurrently against Borrower or others obligated for the repayment of this Note or any part hereof, or against any one or more of them, or against the Mortgaged Property, at the sole discretion of Lender, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise, discontinuance of the exercise of or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. All rights and remedies of Lender hereunder and under the other Loan Documents shall extend to any period after the initiation of foreclosure proceedings, judicial or otherwise, with respect to the Mortgaged Property or any portion thereof. Without limiting the provisions of Section 4.18 hereof, if this Note, or any part hereof, is collected by or through an attorney-at-law, Borrower agrees to pay all costs and expenses of collection, including, but not limited to, Lender’s attorneys’ fees, whether or not any legal action shall be instituted to enforce this Note and whether or not such attorneys’ fees shall be related to any bankruptcy proceeding of Borrower. This Note is also subject to acceleration as provided in the Loan Agreement.

ARTICLE IV
GENERAL PROVISIONS

4.1 No Waiver; Amendment. No failure to accelerate the indebtedness evidenced by this Note by reason of an Event of Default hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced by this Note or as a waiver of such right of acceleration or of the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted under this Note, under any of the other Loan Documents or by any applicable laws. Borrower hereby expressly waives and relinquishes the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. The failure to exercise any remedy available to Lender shall not be deemed to be a waiver of any rights or remedies of Lender under this Note or under any of the other Loan Documents, or at law or in equity. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Lender specifically, unequivocally and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought.

4.2 Waivers. EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS TO THE CONTRARY, BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES OR ANY OTHER ACTION. BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO THE BENEFITS OF ANY MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE, VALUATION, STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND HOMESTEAD NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA AND OF EACH STATE THEREOF, BOTH AS TO ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS NOTE OR BY THE OTHER LOAN DOCUMENTS.

4.3 Interest Provisions.

(a) Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable North Carolina law governing the maximum rate or amount of interest payable on the indebtedness evidenced by this Note (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under North Carolina law). If the applicable law is ever judicially interpreted so as to render usurious any amount (i) contracted for, charged, taken, reserved or received pursuant to this Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or received by reason of Lender’s exercise of the option to accelerate the maturity of this Note, or (iii) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of this Note, then it is Borrower’s and Lender’s express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of this Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against this Note then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against this Note then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of any debt evidenced by this Note shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of this Note (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of this Note does not exceed the Maximum Lawful Rate from time to time in effect and applicable to this Note for so long as debt is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

4.4 Use of Funds. Borrower hereby warrants, represents and covenants that (i) the loan evidenced by this Note is made to Borrower solely for the purpose of acquiring real property for commercial purposes or carrying on a business or commercial enterprise, (ii) all proceeds of this Note shall be used only for business and commercial purposes, and (iii) no funds disbursed hereunder shall be used for personal, family, agricultural or household purposes.

4.5 Further Assurances and Corrections. From time to time, at the request of Lender, Borrower will (i) promptly correct any defect, error or omission which may be discovered in the contents of this Note or in any other Loan Document or in the execution or acknowledgment thereof; (ii) execute, acknowledge, deliver, record and/or file (or cause to be executed, acknowledged, delivered, recorded and/or filed) such further documents and instruments (including, without limitation, further deeds of trust, security agreements, financing statements, continuation statements and assignments of rents) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in Lender’s opinion, (A) to carry out more effectively the purposes of this Note and the Loan Documents and the transactions contemplated hereunder and thereunder, (B) to confirm the rights created under this Note and the other Loan Documents, (C) to protect and further the validity, priority and enforceability of this Note and the other Loan Documents and the liens and security interests created thereby, and (D) to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents; and (iii) pay all costs in connection with any of the foregoing.

4.6 Waiver of Jury Trial. BORROWER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

4.7 Governing Law; Submission to Jurisdiction. This Note is executed and delivered as an incident to a lending transaction negotiated and consummated in Franklin or Granville County, North Carolina, and shall be governed by and construed in accordance with the laws of the State of North Carolina, except to the extent the laws of a state in which collateral is granted under the Loan Documents is located affects the enforceability of liens granted in the Loan Documents. Borrower, for itself and its successors and assigns, hereby irrevocably (i) submits to the nonexclusive jurisdiction of the state and federal courts in North Carolina, (ii) waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the laying of venue of any litigation arising out of or in connection with this Note or any Loan Document brought in the County Court of Franklin or Granville County, North Carolina, or in the United States District Court for the Eastern District of North Carolina, (iii) waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in such court or that such court is an inconvenient forum, and (iv) agrees that any legal proceeding against any party to any of the Loan Documents arising out of or in connection with any of the Loan Documents may be brought in one of the foregoing courts. Borrower hereby agrees that service of process upon Borrower may be made by certified or registered mail, return receipt requested, at its address specified herein. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by law or shall limit the right of Lender to bring any action or proceeding against Borrower or with respect to any of Borrower’s property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Borrower acknowledges that these waivers are a material inducement to Lender’s agreement to enter into the agreements and obligations evidenced by the Loan Documents that Lender has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this Section are irrevocable, meaning that they may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of any and all of the applicable Loan Documents. In connection with any litigation, this Note may be filed as a written consent to a trial by the court.

4.8 Counting of Days. If any time period referenced hereunder ends on a day other than a Business Day, such time period shall be deemed to end on the next succeeding Business Day.

4.9 Relationship of the Parties. Notwithstanding any prior business or personal relationship between Borrower and Lender, or any officer, director or employee of Lender, that may exist or have existed, the relationship between Borrower and Lender is solely that of debtor and creditor, Lender has no fiduciary or other special relationship with Borrower, Borrower and Lender are not partners or joint venturers, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be other than that of debtor and creditor.

4.10 Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of Borrower and Lender and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them. The terms “Borrower” and “Lender” as used hereunder shall be deemed to include their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them.

4.11 Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and severally liable to perform the obligations of Borrower under this Note.

4.12 Time is of the Essence. Time is of the essence with respect to all provisions of this Note and the other Loan Documents.

4.13 Headings. The Article, Section, and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify, define, limit, amplify or be used in construing the text, scope or intent of such Articles, Sections, or Subsections or any provisions hereof.

4.14 Controlling Agreement. In the event of any conflict between the provisions of this Note and the Loan Agreement, it is the intent of the parties hereto that the provisions of the Loan Agreement shall control. In the event of any conflict between the provisions of this Note and any of the other Loan Documents (other than the Loan Agreement), it is the intent of the parties hereto that the provisions of this Note shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Note and the other Loan Documents and that this Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same.

4.15 Notices. Unless otherwise expressly provided herein, all notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if (i) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (ii) by delivering same in person to the intended addressee, (iii) by delivery to a reputable independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee, or (iv) by prepaid telegram, telex, telecopier or telefacsimile transmission to the addressee, so long as the same is immediately followed by delivery pursuant to one of the methods under (i) through (iii) above. Notice so mailed shall be effective two (2) days after its deposit with the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective one (1) day after delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or machine of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth below; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ prior notice to the other party in the manner set forth herein. Electronic mail and internet websites may be used only to distribute only routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

4.16 Severability. If any provision of this Note or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision to other persons or circumstances nor the other instruments referred to herein shall be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law.

4.17 Right of Setoff. In addition to all liens upon and rights of setoff against the money, securities, or other property of Borrower given to Lender that may exist under applicable law, Lender shall have and Borrower hereby grants to Lender a lien upon and a right of setoff against all money, securities, and other property of Borrower, now or hereafter in possession of or on deposit with Lender, whether held in a general or special account or deposit, for safe-keeping or otherwise, and every such lien and right of setoff may be exercised without demand upon or notice to Borrower. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender, or by any neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall continue in full force and effect until such right of setoff or lien is specifically waived or released by an instrument in writing executed by Lender.

4.18 Costs of Collection. If any holder of this Note retains an attorney-at-law in connection with any Event of Default or at maturity or to collect, enforce, or defend this Note or any part hereof, or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy or other proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to the principal balance hereof and all interest hereon, all costs and expenses of collection or incurred by such holder or in any such suit or proceeding, including, but not limited to, reasonable attorneys’ fees. As used herein and in the other Loan Documents, the terms “attorneys’ fees” and “reasonable attorneys’ fees” shall mean reasonable attorneys’ fees actually incurred at standard hourly billing rates without benefit of any statutory presumption that such fees are equal to a stated percentage of debt, including, without limitation, the presumption now or formerly set forth in North Carolina General Statutes Section 6-21.2.

4.19 Gender. All personal pronouns used herein, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa.

4.20 Statement of Unpaid Balance. At any time and from time to time, Borrower will furnish promptly, upon the request of Lender, a written statement or affidavit, in form satisfactory to Lender, stating the unpaid balance of the indebtedness evidenced by this Note and that there are no offsets or defenses against full payment of the indebtedness evidenced by this Note and the terms hereof, or if there are any such offsets or defenses, specifying them.

4.21 Entire Agreement. THIS NOTE AND THE OTHER LOAN DOCUMENTS CONTAIN THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATIVE HERETO AND THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE SUPERSEDED AND TERMINATED HEREBY, AND THIS NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

4.22 Definitions. As used in this Promissory Note, the following terms shall have the following meanings:

Business Day: A weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas, are authorized or required by law to be closed. Unless otherwise provided, the term “days” when used herein shall mean calendar days.

Charges: All fees, charges and/or any other things of value, if any, contracted for, charged, taken, received or reserved by Lender in connection with the transactions relating to this Note and the other Loan Documents, which are treated as interest under applicable law.

Debtor Relief Laws: Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors.

Default Interest Rate: A rate per annum equal to the lesser of eighteen percent (18%) or the Maximum Lawful Rate.

Loan Agreement: The Loan Agreement of even date herewith executed by Lender and Borrower.

Loan Documents: This Note, the Security Instrument, the Loan Agreement, any environmental indemnity agreement, any Americans with Disabilities Act Indemnification, any profit participation agreement, any assignment of rents, any guaranty agreement, any pledge, any financing statements, and such other agreements, documents and instruments now or hereafter governing, securing or guaranteeing any portion of the indebtedness evidenced by this Note or executed by Borrower or any guarantor or indemnitor or any other person or entity in connection with the loan evidenced by this Note or in connection with the payment of the indebtedness evidenced by this Note or the performance and discharge of the obligations related hereto or thereto, together with any and all renewals, modifications, amendments, restatements, consolidations, substitutions, replacements, extensions and supplements hereof or thereof.

Maximum Lawful Rate: The maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Lender in accordance with the applicable laws of the State of North Carolina (or applicable United States federal law to the extent that such law permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under North Carolina law), taking into account all Charges made in connection with the transaction evidenced by this Note and the other Loan Documents.

Property: That certain real property located in Franklin and Granville County, North Carolina, as more particularly described in the Security Instrument, together with certain other rights, estates, interests, collateral and benefits now or at any time hereafter securing the payment of the indebtedness evidenced by this Note, whether by virtue of the Loan Documents or otherwise.

Security Instruments: The Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents dated as of the date hereof, executed by Borrower, as Grantor, for the benefit of Lender, as Mortgagee, relating to the Property. The indebtedness evidenced by this Note and the obligations created hereby are secured by, among other things, the Security Instrument and the other Loan Documents.

[Signature page to follow]

IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.

PROMISSORY NOTE – Page 12

Exhibit 10.5

Drawn By:

Jay A. LaJone, Esq.

Steptoe & Johnson, PLLC

1603 LBJ Freeway, Suite 280

Dallas, TX 75234

After recording, this

instrument should be returned to:

Liberty Bankers Life Insurance Company

1605 LBJ Freeway, Suite 700

Dallas, Texas 75234

Attn: Loan Servicing

ASSIGNMENT OF LEASES, RENTS AND PROFITS

A. INTRODUCTION. This is an assignment of leases and the rents and profits (“Assignment”) related thereto made this 25 day of October, 2021, by NORTH RALEIGH MHP LLC, a North Carolina limited liability company (the “Assignor”), in favor of LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma insurance company (the “Assignee”), and it recites and provides as follows.

B. RECITALS.

1. Pursuant to a Loan Agreement dated of even date herewith between Assignor and Assignee (the “Loan Agreement”), the Assignee has agreed to make a loan (the “Loan”) to the Assignor.

2 In connection therewith, the Assignor has agreed to execute a Promissory Note of even date herewith payable to the order of the Assignee in the principal amount of $5,323,000.00 (the “Note”).

3. To induce the Assignee to make the Loan and in consideration of the Assignee’s execution of the Loan Agreement and the making of the Loan to the Assignor, the Assignor has agreed to the assignment contained herein.

C. AGREEMENT. As a result of the above recitals, which are part of this Assignment, and for and in consideration of the matters recited above, of the premises, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor covenants and agrees as follows:

1. Assignor hereby grants, conveys and assigns to Assignee, as additional security for the payment of the Note and the performance of Assignor’s obligations under the Loan Agreement and under the Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents of even date herewith securing payment of the Note (the “Security Instrument”), all of the right, title and interest of Assignor in, to and under any and all leases and/or instruments of lease now existing or hereafter entered into (including all rents, issues or profits) and any extensions and/or renewals thereof (collectively, the “Leases”) relating to the premises described in Exhibit “A” attached hereto (the “Premises”), to which schedule reference is hereby made for a more particular description of the Premises. Such of the Leases as presently exist are described in Exhibit “B” attached hereto.

2. Assignor shall not, without the prior written consent of Assignee, execute any other assignment of Assignor’s interest in the Leases or the rents and/or profits accruing thereunder or from the Premises.

3. Assignor shall not, without the prior written consent of Assignee:

(a) execute any new Lease or amend any existing Lease; provided, however, the consent of Assignee shall not be required, so long as (a) the Lease is on a standard lease form previously approved by Assignee, (b) the use proposed under the Lease complies with all applicable laws and zoning requirements, and (c) the rental rate and other terms of the Lease are at market rates.

(b) terminate or modify the terms of any guaranty of the Leases, or any of them;

(c) cancel any of the Leases or accept a surrender thereof, except due to default, casualty, damage or condemnation; and/or

(d) accept any payment of any installment of rent more than thirty (30) days in advance of the due date thereof, except for the first month’s rent accepted more than thirty (30) days before a new Lease is commenced.

In the case of any new Lease or amendment, Assignor shall immediately provide notice of such fully executed new Lease or amendment to Landlord.

4. Written consents:

(a) if any of the acts referred to in paragraphs 2 and 3 hereof is done without the written consent of Assignee, such act shall be, at the option of Assignee, null, void and of no effect whatsoever;

(b) if Assignor wishes to request Lender’s consent to any of the matters described in Sections 3(a), 3(b) or 3(c) hereof, provided (i) in the case of 3(a), provided Assignor has submitted to Assignee a copy of the proposed amendment and a summary of its purpose, (ii) in the case of 3(b), provided such new Lease is on a standard form that has been previously approved by Assignee, and Assignor has submitted the proposed new Lease, a summary of Lease terms and financial information about the proposed new tenant, and (iii) in the case of 3(c), provided Assignor has submitted a copy of the proposed assignment or sublease, together with financial information about the proposed assignee or sublessee, such request shall be deemed approved if Assignee does not respond to the request within ten (10) business days after Lender’s receipt of the material described herein.

5. With respect to any and all other Leases, until a default shall occur in the performance of Assignor’s covenants herein, in the making of any payment under the Note, and/or in the performance of any obligation under the Loan Agreement and/or the Security Instrument and/or any other document executed in connection with the Loan, after applicable notice and/or grace periods (an “Event of Default”), Assignor may receive, collect and enjoy the rents, issues and profits accruing under the Leases and/or from the Premises. But upon the occurrence of an Event of Default, Assignee may, at its option, receive and collect all of the rents, issues and profits accruing under the Leases and/or any of them and/or from the Premises.

6. Assignor hereby authorizes Assignee, at its option, upon the occurrence of an Event of Default, subject to the rights of the existing tenant, (i) to enter upon the Premises for the purposes of collecting rents and operating and maintaining the Premises, and (ii) to perform any and all acts necessary and/or desirable for the operation and maintenance of the Premises in the same manner and to the same extent as Assignor may so act.

7. In furtherance of the rights of Assignor hereunder and as additional security for the payment of the Note and the performance of the obligations of Assignor under the Security Instrument, Assignor hereby grants, conveys and assigns to Assignee all its right title and interest in all permits, licenses, agreements or other rights or agreements pertaining to the construction, operation, leasing and management of the Premises, including without limitation, any management agreement and any and all service contracts. Until the occurrence of an Event of Default, Assignor shall continue to enjoy and exercise its rights under such permits, licenses and agreements, but upon or occurrence of an Event of Default, Assignee, at its option, may enjoy and exercise all rights and interest of Assignor under such permits, licenses and agreements to the same extent as Assignor.

8. Assignee shall, after payment of all proper and reasonable charges and expenses, credit the net amount of income which it may receive by virtue of this assignment and from the Premises to any amounts due Assignee from Assignor under the terms and provisions of the Note, the Loan Agreement and/or the Security Instrument. The manner of the application of such net income and the items which shall be credited shall be within the sole discretion of Assignee.

9. Assignor hereby represents, warrants and covenants unto Assignee that any prior assignment of the Leases or the rents and profits related thereto has been released of record and is of no further force and effect, or will be released within sixty (60) days, and Assignor shall not perform any acts or execute any other instrument which might prevent Assignee from operating under any of the provisions, terms and conditions of the assignment or which would limit Assignee in such operation.

10. To the best of its knowledge and belief, Assignor further represents, warrants and covenants unto Assignee that each of the Leases is in full force and effect according to its terms and is not in default.

11. Assignor shall observe and perform all obligations imposed upon it under the Leases and does hereby assign to Assignee any and all Leases upon any part of the Premises entered into by Assignor subsequent to the date hereof. Assignor shall execute and deliver to Assignee such further assurance and/or assignments as Assignee shall, from time to time, require.

12. Assignor hereby irrevocably authorizes and directs each lessee, and any successor to the interest of any lessee, under any of the Leases (a “Lessee”), upon receipt of any written request of Assignee stating that an Event of Default exists in the payments due under, or in the performance of, any of the terms, covenants or conditions of, the Note, the Loan Agreement and/or the Security Instrument, to pay directly to Assignee the rents and other charges and/or obligations due and to become due under the Leases, and/or any of them. Any Lessee shall have the right to rely upon any such statement and request by Assignee; such Lessee shall pay such rents and other payments to Assignee without any obligation or right to inquire as to whether such default actually exists and notwithstanding any notice from, or claim of, Assignor to the contrary; and Assignor shall have no right or claim against any Lessee for any such rents and/or other payments so paid by such Lessee to Assignee. Upon the subsequent curing, if any, of all defaults, Assignee shall give written notice thereof to each Lessee, and thereafter, until the receipt of any further similar written requests of Assignee, each Lessee shall pay the rents to Assignor.

13. Anything herein or elsewhere to the contrary notwithstanding, there shall be no legal obligation on the part of Assignee to collect the rents, issues and/or profits provided for in, and accruing under, the Leases, nor shall Assignee be in any way liable or responsible for the failure of any Lessee to pay such rents, issues and/or profits. Furthermore, Assignor shall indemnify and hold Assignee harmless from and against any and all liability, loss, damage, cost and/or expense, including, without limitation, reasonable attorney fees and other legal costs, which Assignee may incur under or in enforcing any of the Leases or by reason of this assignment with the exception of such as may result from the negligence of Assignee or arising after the time Assignee takes possession of the Premises.

14. All notices hereunder shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested, addressed as required in the Security Instrument for notices thereunder.

15. This Assignment and the covenants set forth above shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; but nothing herein shall authorize any sort of assignment hereof by Assignor.

16. This Assignment contains the entire agreement between the parties hereto as to the within contained subject matter, and no modification or waiver of any provision hereof shall be effective unless such modification or waiver shall be in writing and signed by a duly authorized officer or representative of Assignee and the same shall then be effective only for the period, on the conditions, and for the specific instances and purposes specified in such writing. No notice to, or demand upon, Assignor in any case shall entitle Assignor to any other or further notice or demand in similar or other circumstances. No failure or delay by Assignee in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law.

17. WAIVER OF TRIAL BY JURY. ASSIGNOR AND ASSIGNEE HEREBY KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE INDEBTEDNESS OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN OR TO THE LOAN DOCUMENTS. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. ASSIGNEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO ASSIGNOR OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

18. All rights and remedies of the respective parties shall be governed by the provisions of this agreement and by the laws of the State of North Carolina.

[Signature page to follow]

D. CONCLUSION. To evidence the agreement and consent to the provisions hereof and to acknowledge that it is bound by this agreement in accordance with its provisions, Assignor has duly signed and sealed it below as of the date, month and year first above written, such signature being with all requisite authority.

I certify that the following person personally appeared before me this day, Michael Z. Anise, in his capacity as President of Manufactured Housing Properties Inc., Sole Member of NORTH RALEIGH MHP LLC, a North Carolina limited liability company, acknowledging to me that he duly and voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Michael Z. Anise

EXHIBIT A

LEGAL DESCRIPTION OF PREMISES

PARCEL 1:

TRACT ONE:

BEGINNING at an iron stake, formerly a rock corner with W.R. Holden and Wade White; runs thence North 85-15 West 2,027 feet to an iron stake, formerly a rock; runs thence North 8-45 East 940.5 feet to a stake corner and three white rocks; runs thence South 84-45 East 1,865 feet to a rock in a drain; runs thence South 1 East 949 feet to the beginning, containing 41.5 acres according to a map and survey made by Phil R. Inscoe, R.L.S., under date of 3-12-66 entitled “Map of Land Surveyed for Walter Debnam et al” and being all the property conveyed to W.T. Young by deeds recorded in the Franklin County Registry in Deed Books 278 Page 277, 440, Page 89, and 440, Page 90, to all of which reference is hereby made. See Will of William Thomas Young, Will Book X Page 460, records of Franklin County.

This property was conveyed to Grantors by deed recorded in the Franklin County Registry on March 30, 1966, Book 604 Page 399.

TRACT TWO:

BEGINNING at an existing rock in a drain, said point being marked also by an existing iron and being the northeast corner of property belonging to Richard Streett; running thence with said Streett’s northern line, crossing S.R. #1117 North 84 degrees 45’ West 1,865 feet to an existing iron in rocks; thence North 8 degrees 54’ East 450.92 feet to an iron pipe; thence a new line through the R.B. Debnam property, again crossing S.R. #1117 South 84 degrees 45’ East 1,840.30 feet to an iron pipe located South 5 degrees 46’ West 289.10 feet from an existing rock; thence South 5 degrees 46’ West 450 feet to the point and place of beginning according to survey for Richard Streett by Harold Mullen, Registered Surveyor dated 4-8-67 containing 19.13 acres and being the southern portion of a 37.9-acre tract belonging to R.B. Debnam.

PARCEL 2:

Tract 1: BEGINNING at a stone on the northern side of the road leading from Lewis Station to Dexter (S.R. #1514), said stone being the southeastern corner of the property herein described and the southwestern corner of the property of Jessie A. Watson; going thence in a line parallel to said road S. 71° 48’ W. 73 feet more or less to an iron pin; thence N. 12° 57’ W. 1094.5 feet to an iron pin; thence S. 71° 15’ W. 499.5 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood’s line N. 1° 45’ W. 1809 feet to a stake in the southern margin of the property of Mrs. Ella G. Olmstead; thence along Olmstead’s line S. 87° 15’ E. 485.7 feet to a stake, corner of the property of Jessie A. Watson; thence along Watson’s line as follows: S. 1° 45’ E. 1122 feet to a stone; thence S. 87° 45’ E. 273.9 feet to a stone; thence S. 1° 45’ E. 1500 feet to a stone, said point being the point and place of beginning and containing 28.7 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S., dated August 30, 1971.

For further reference see Deed Book 580, page 795, Granville County Registry. (5724T)

Tract 2: Beginning at an iron pin in the western margin of a road, said iron pin being the northeastern corner of the property herein described and the southeastern corner of the property this day conveyed to B.N. Hart; going thence along he said road S. 12° 57’ E. 844 feet to an iron pin; thence S. 71° 48’ W. 679.4 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood’s line N. 1° 45’ W. 860 feet to an iron pin, the southwestern corner of the property of B.N. Hart; thence along Hart’s line N. 71° 15’ E. 499.5 feet to an iron pin said point being the point and place of beginning, and containing 11.4 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S. dated August 26, 1971. For further reference, see Book 154, page 100, Granville County Registry.

PARCEL 3:

Beginning at an iron pin in the southern right of way of S.R. #1202, designated on the survey identified below as”0.72 Miles to S.R.#1203”; thence South 83degrees 02’ 43” West 100.00 feet to an iron pin; thence North 89 degrees 18’ 17” West 300.00 feet to an iron pin; thence South 78 degrees 31’ 43” West 100.00 feet to an iron pin; thence North 58 degrees 44’ 38” West 1,119.79 feet to an iron pin; thence North 67 degrees 49’ 37” West 1,086.86 feet to an iron pin; thence North 19 degrees 27’ 46” East 369.49 feet to an iron pin; thence North 19 degrees 27’ 46” East 230.40 feet to an iron pin; thence South 81 degrees 18’ 19” East 20.00 feet to an iron pin; thence South 81 degrees 18’ 19” East 941.37 feet to au iron piu; thence South 42 degrees 59’ 14” East 1,129.75 feet to an iron pin; thence South 43 degrees 57’ 58” East 469.59 feet to an iron pin; thence South 44 degrees 26’ 17” East 306.34 feet to an iron pin, the point and place of beginning; and being the property surveyed for Rilla Browne, Franklinton Township, Franklin County, North Carolina, according to a survey by Nathan R. Hymiller, Jr., Registered Land Surveyor, dated January 28, 1992, and containing 34.92 acres according to said survey.

PARCEL 4:

BEING all of that certain tract or parcel of land containing 17.389 acres as shown on survey and plat of James O. Murphy, P.E. entitled “Boundary Survey for William Lee Richardson & Valerie Jean Blettner,” dated May 9, 2003, of record in Plat Book 28, page 125, Granville County Registry, to which reference is hereby made for a more particular description.

PARCEL 5:

TRACT 1:

That certain tract or parcel of land situate, lying and being in Youngsville Township, Franklin County, North Carolina, adjoining the lands of Seaboard Airline Railroad, Dr. George C. Mackie, Fred O. Preddy and others and more particularly described as follows:

BEGINNING in the center of the Seaboard Airline Railroad tract; thence South 82-1/2 degrees East 452 feet to a stake, Perry’s corner; thence along Perry’s line South 17 degrees East 479 feet; South 28 degrees West 300 feet; South 46 degrees West 161 feet; South 55 degrees West 463 feet; North 80 degrees West 210 feet to the center of the aforesaid railroad tract; thence along the aforesaid railroad tract in a northern direction 1,175 feet to the point of beginning containing 12 acres, more or less, less the railroad right of way.

EXCLUDED from the above-described land is that portion which lies west of Rural Paved Road 1030.

TRACT 2:

BEGINNING at an existing iron stake, said stake being the northeast corner of William L. Thompson Property according to deed recorded in Book 743 Page 612, Franklin County Registry; thence South 83 degrees15’ 00” East 82.21 feet to an iron pipe; thence South 17 degrees 25’ 18” East 406.06 feet to an iron pipe; thence South 50 degrees 41’ 50” West 20.47 feet to marked pine tree; thence south 44 degrees 27’ 08” West 63.51 feet to an existing iron pipe; thence North 17 degrees 25’ 18” West 477.28 feet to the place and point of beginning containing 0.759 acres, more or less, according to Map and Survey of James O. Murphy, R.L.S., dated 9 March 1981, entitled “Map Prepared for William L. Thompson, Youngsville Township, Franklin County, N.C.^”

exhibit b

leases

[removed as this exhibit contains personal information of tenants]

ASSIGNMENT OF LEASES, RENTS AND PROFITS – Page 9

Exhibit 10.6

Drawn By:

Jay A. LaJone, Esq.

Steptoe & Johnson, PLLC

1603 LBJ Freeway, Suite 280

Dallas, TX 75234

After recording, this

instrument should be returned to:

Liberty Bankers Life Insurance Company

1605 LBJ Freeway, Suite 700

Dallas, Texas 75234

Attn: Loan Servicing

DEED OF TRUST, SECURITY AGREEMENT AND

FIXTURE FILING WITH ASSIGNMENT OF RENTS

COLLATERAL IS OR INCLUDES FIXTURES

This DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS (this “Security Instrument”) is made this 25 day of October, 2021, by NORTH RALEIGH MHP LLC, a North Carolina limited liability company (“Grantor”), to Stewart Title Company c/o Stewart Title Guaranty Company, a Texas corporation, with a business address of 5935 Carnegie Boulevard, Suite 301, Charlotte, North Carolina 28209 (the “Trustee”), for the benefit of LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma insurance company with an address of 1605 LBJ Freeway, Suite 700, Dallas, Texas 75234 (“Lender”):

A. CONSIDERATION AND CONVEYANCE. For and in consideration of the acceptance of that certain Promissory Note of even date herewith (the “Note”) executed by the Grantor and payable to the order of Lender, evidencing a loan in the original principal amount of Five Million Three Hundred Twenty-Three Thousand and No/100 Dollars ($5,323,000.00) made by Lender to the Grantor, and of the making of the loan evidenced thereby and described in the Loan Agreement (as herein defined), the Grantor does hereby grant, convey, and warrant to the Trustee, its successors and assigns, for the benefit of Lender, its successors and assigns, WITH POWER OF SALE, that certain real estate consisting of land with improvements located thereon in Franklin and Granville County, North Carolina (collectively, the “Premises”), and more particularly described in Exhibit “A” attached hereto and by this reference made a part hereof;

TOGETHER with all the easements, rights, privileges, remainders, reversions and appurtenances thereunto belonging or in any way pertaining, and all the estate, right, title, interest, claim or demand whatsoever of the Grantor therein and in the streets and ways adjacent thereto, either in law or in equity, in possession or in expectancy, now or hereafter acquired;

TOGETHER with all buildings, improvements and all other structures, and all replacements thereof, now or hereafter standing upon the Premises, or any part thereof, including all pad sites, plant, equipment, apparatus, machinery and fixtures of any and every kind forming any part of such structures, buildings and/or improvements (collectively, the “Improvements”);

TOGETHER with any and/or all personal property, fixtures, mobile homes, fittings, appliances, chattels, furniture, furnishings, apparatus, building materials, equipment and machinery, and/or articles of personal property, including, but not limited to heating and air conditioning equipment, sprinkler and lighting systems, carpeting and window treatments and the replacements thereof, now or at any time hereafter owned by the Grantor and affixed to, attached to, placed upon, or used in any way in connection with, the complete and comfortable use, enjoyment, occupancy and/or operation of the Premises and the Improvements (collectively, the “Equipment”);

TOGETHER with all leases of, and contracts relating to, the Premises, the Improvements and/or the Equipment, whether now existing or hereafter entered into, and all rents, income, revenue, deposits, fees, issues and profits (collectively, the “Rents and Profits”) arising from the Premises, the Improvements and/or the Equipment, provided that until the occurrence of an Event of Default (as herein defined) and the failure to cure the same as set forth below and the election of the Lender to collect the Rents and Profits after such uncured Event of Default (as herein defined), the Grantor shall have the right to collect and dispose of the Rents and Profits without restriction, and provided further that this assignment shall not impose upon the Trustee or the Lender any of the Grantor’s obligations under such leases or contracts except for obligations which arise after the Trustee or the Lender (or its agents) take possession of the Premises;

TOGETHER with any and all tangible or intangible property of the Grantor now or hereafter used in, arising out of, or relating to the construction, ownership or operation of the Premises, the Improvements and/or the Equipment, including, without limitation, documents, instruments, accounts, chattel paper, general intangibles and proceeds [each of the foregoing as defined in the Uniform Commercial Code of North Carolina (the “Code”)], architectural and engineering plans and specifications for the Premises, the Improvements and/or the Equipment, or any portion thereof, contract rights, permits, licenses, agreements or other rights or agreements pertaining to the construction, leasing or management of the Property (as herein defined), including without limitation, any management agreement or any and all service contracts, interests in utility security deposits or bonds, and any funds, letters of credit or other property which are now or hereafter provided by the Grantor to assure the payment of all indebtedness secured by this Security Instrument and the performance of all obligations of the Grantor to the Lender under the Loan Agreement (as herein defined); and

TOGETHER with all of the Grantor’s rights now owned or hereafter acquired to the deposits and proceeds from the sale, exchange, collection or other disposition or conversion, whether voluntary or involuntary, of any of the Property into cash or other liquidated claims, including, without limitation, all awards, payments and proceeds included thereon, and the right to receive the same, which may be made as the result of any casualty, any exercise of the right of eminent domain or deed in lieu thereof, the alteration of the grade of any street and any injury to or decrease in the value of the Property, together with reasonable counsel fees, costs and disbursements incurred by the Lender in connection with the collection of such awards, payments and proceeds;

TO HAVE AND TO HOLD the Property and all parts thereof unto Trustee, its successors and assigns, for the benefit of Lender, its successors and assigns forever, upon the trusts, terms and conditions hereinafter set forth.

IN TRUST to secure the performance of the covenants herein contained and in the amended and restated loan agreement of even date herewith between Borrower and Lender (“Loan Agreement”) and the payment of the Note (as herein defined) executed by the Grantor and payable to the order of Lender. This Security Instrument shall also secure the payment of any and all additional indebtedness of the Grantor to Lender related to the Property as provided for in this Security Instrument, whether as future advancements or otherwise, together with any renewals or extensions of the Note and/or such additional indebtedness. The Note is payable by the Grantor by the payment on the date hereof of interest thereon from the date hereof to the last day of the current calendar month, and thereafter in equal monthly installments on the first day of each month as more fully described with a final payment due on November 1, 2026. The sums secured by the Security Instrument shall be referred to as the “Indebtedness”.

B. THE PROPERTY. The Premises, the Improvements, the Equipment, the Rents and Profits, and all other real estate, fixtures, personal property and/or other property referred to above, as well as any interest therein now owned or held and/or hereafter acquired by the Grantor, are herein collectively referred to as the “Property.”

C. SECURITY AGREEMENT. This Security Instrument, in addition to creating and constituting a lien on real estate, is a security agreement within the meaning of the Code and shall support any financing statement showing Lender’s interest as a secured party with respect to any portion of the Property described in such financing statement, which description is hereby incorporated by reference. Lender, in addition to, and not in lieu or in limitation of, its rights and remedies provided herein, shall have all of the rights and remedies of a secured party under the Code with respect to the Property to the extent that the Property may be subject to the Code. This Security Instrument covers goods that are or are to become fixtures (as defined by the Code) and the recordation of this Security Instrument shall also constitute a fixture filing in accordance with the provisions of the Code (the Grantor is the debtor and Lender is the Secured Party). The Grantor consents to the filing of one or more financing statements, continuation statements or amendments in a form satisfactory to Lender, who is authorized to file the same in any location deemed necessary or advisable to perfect the security interest granted to Lender in this Security Instrument. The Grantor, at its expense, shall execute, deliver and record, from time to time, such further instruments as may be requested by Lender to confirm or perfect the lien of and/or the security interest created by this Security Instrument on or in any of the Property.

D. COVENANTS. The Grantor covenants and agrees as follows:

1. Payment and Other Obligations. The Grantor shall pay the principal of, and interest on, the Note, together with all other sums thereunder, when and as the same shall become due, and the Grantor shall observe and perform all other provisions, terms, covenants, warranties, conditions and obligations contained in (a) this Security Instrument, (b) the Loan Agreement , (c) the Note, (d) any other certificate, indemnity, deed of trust, security agreement, assignment of leases and all other agreements which are now, or subsequently may be, executed to secure the obligations of the Grantor to Lender (items (a) through (d) above, sometimes collectively referred to in this Security Instrument as the “Loan Documents”).

2. No Alteration or Demolition. Except in the ordinary course of the operation of the Grantor’s business at the Premises, the Grantor shall not materially alter or demolish any of the Improvements without the prior written consent of Lender, which consent shall not be unreasonably withheld, and shall comply with all statutes, ordinances and requirements of any governmental authority relating to the Property, and any part thereof, or the Grantor’s operations thereat.

3. Inspection. Lender may, at any time, cause an inspection by its representatives to be made of the Property, and such representatives shall be permitted reasonable access to the Property and every part thereof, subject, however, to the rights of the tenants therein. If any such inspection shows the need of restoration, repairs or maintenance and Lender makes reasonable demand therefor, the Grantor shall proceed within thirty (30) days after such demand has been made to effect such restoration, repairs or maintenance and shall expeditiously complete or cause Tenant to complete the same in a good and workmanlike manner to the reasonable satisfaction of Lender.

4. No Liens or Subordinate Financing. The Grantor shall keep the Property free from liens which may have priority over the lien of this Security Instrument, except liens for taxes not yet due, and shall not allow any subordinate mortgage, deed of trust or security interest to encumber the Property.

5. Indemnification. The Grantor shall protect, indemnify and save harmless the Trustee and Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against, the Trustee and/or Lender prior to the time the Trustee and/or Lender take possession of the Property by reason of (a) any failure on the part of the Grantor to perform or comply with any of the covenants or conditions of this Security Instrument; (b) the performance of any labor or services and the furnishing of any materials or other property with respect to the Property or any part thereof; or (c) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Property or any part thereof. All moneys advanced by Lender under any provisions of this paragraph shall bear interest at the Applicable Rate defined in the Note from the date advanced and shall be secured by this Security Instrument and shall be repaid by Grantor on demand of the Lender. All such charges, with interest, shall be due within fifteen (15) days after Lender notifies Grantor of such charges, and if not paid by such date, will bear interest at the Default Interest Rate stated (and as defined) in the Note. Payments made for taxes by Lender shall be a first lien on the Property to the extent of the taxes so paid with interest from the date of payment, regardless of the rank and priority of this Security Instrument. In the event that any action, suit or proceeding is brought against the Trustee and/or Lender by reason of any such occurrence, the Grantor, upon Lender’s request, shall, at the Grantor’s sole expense, resist and defend such action, suit or proceeding or will cause the same to be resisted and defended by counsel designated by the Grantor and approved by Lender.

6. Insurance Requirements. Grantor shall at all time provide, maintain and keep in force the following policies of insurance:

(a)  Insurance against loss or damage to the Property by fire and all other risks of physical loss covered by insurance of the type now known as “all risk,” in an amount not less than the full replacement value of the Property, including the cost of debris removal (exclusive of the cost of land, excavations, foundations and footings below the lowest basement floor); and with not more than Ten Thousand and No/100 Dollars ($10,000.00) deductible from the loss payable for any casualty. The policies of insurance carried in accordance with this subparagraph (a) shall contain the “Replacement Cost Endorsement”;

(b)  Loss of rents or business interruption insurance in the amount necessary to service the Loan for a period of twelve (12) months, which coverage shall be maintained during the entire term of the Loan. The maximum deductible shall be Ten Thousand and No/100 Dollars ($10,000.00);

(c)  Comprehensive public liability insurance on an “occurrence basis” against claims for “personal injury” with respect to personal injury, death or property damage occurring on, in or about the Property and the adjoining streets, sidewalks and passageways, such insurance to name Beneficiary as an additional insured and to afford immediate minimum protection, on a combined single limit basis, of not less than Two Million and No/100 Dollars ($2,000,000.00), or such higher amounts as are reasonably required by Beneficiary with not more than a Ten Thousand and No/100 Dollars ($10,000.00) deductible from the loss for any occurrence.;

(d) During the course of any reconstruction or repair of the Property, workers’ compensation insurance (including employer’s liability insurance, if requested by Beneficiary) for all employees of Grantor engaged on or with respect to the Property in such amount as is reasonably satisfactory to Beneficiary, or, if such limits are established by law, in such amounts;

(e) During the course of any reconstruction or repair of the Property, builder’s risk completed value insurance against “all risks of physical loss”, including collapse and transit coverage, with deductibles not to exceed Ten Thousand and No/100 Dollars ($10,000.00), in non-reporting form, covering the total value of work performed and equipment, supplies and materials furnished, and containing the “permission to occupy upon completion of work or occupancy” endorsement;

(f)  Insurance against loss or damage to the personal property and fixtures covered by this Deed of Trust by fire and all other risks of physical loss covered by insurance of the type now known as “all risk”;

(g) Flood insurance in the event all or any part of the Property is identified as lying within a “flood plain” area by the Federal Emergency Management Agency and flood insurance has been made available under the National Flood Insurance Act; and

(h) Such other insurance, against the same or other hazards, and in such amounts, as may from time to time be reasonably required by Beneficiary.

All policies of insurance required by this Deed of Trust shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Grantor which might otherwise result in forfeiture of such insurance, and the further agreement of the insurer waiving all rights of set off, counterclaims or deductions against Grantor.

7.  Delivery of Policies and Payments of Premiums. All policies and endorsements of insurance shall be issued by companies licensed to do business in North Carolina, with a rating of at least A-VIII in the current Best’s insurance rating service, and manually signed. All policies of insurance shall show Beneficiary as Beneficiary and shall have attached thereto a standard Beneficiary clause for the benefit of Beneficiary in form satisfactory to Beneficiary and a waiver of subrogation. Grantor shall furnish Beneficiary with certificates of all policies of required insurance, together with the original policy document or a certified copy signed by the insurer. If Beneficiary consents to Grantor providing any of the required insurance through blanket policies carried by Grantor and covering more than one (1) location, then Grantor shall furnish Beneficiary with a certificate of insurance for each such policy setting forth the coverage as to the Property, the limits of liability as to the Property, the name of the carrier, the policy number, and the expiration date. At least thirty (30) days prior to the expiration of each such policy, Grantor shall furnish Beneficiary with evidence satisfactory to Beneficiary of the payment of the premium and arrangements for the reissuance of a policy continuing insurance in force as required by this Deed of Trust. All such policies shall contain a provision that such policies will not be canceled or materially amended, which term shall include any reduction in the scope or limits of coverage, without at least thirty (30) days’ prior written notice to Beneficiary. In the event Grantor fails to provide, maintain, keep in force or deliver and furnish to Beneficiary the policies of insurance required by this Deed of Trust, Beneficiary may procure such insurance or single-interest insurance for such risks covering Beneficiary’s interest, and Grantor shall pay all premiums thereon promptly upon demand by Beneficiary, and until such payment is made by Grantor the amount of all such premiums, together with interest thereon at the Applicable Rate defined in the Note, shall be secured by this Deed of Trust. All such charges, with interest, shall be due within ten (10) days after Beneficiary, notifies Grantor of such charges, and if not paid by such date, will bear interest at the Default Rate stated in the Note. Payments made for taxes on the Property by Beneficiary shall be a first lien on the Property to the extent of the taxes so paid with interest from the date of payment, regardless of the rank and priority of this Deed of Trust.

8. Insurance and Condemnation Proceeds.  Should a loss occur under any policy of insurance required hereunder, or should all or any portion of the Property be taken or damaged by reason of any public improvement or condemnation proceeding, subject to the provisions hereof, Beneficiary shall be entitled to all insurance proceeds, compensation, awards, and other payments or relief therefor (all hereinafter referred to as “proceeds”) and is hereby assigned. Whether or not the security for the loan secured by this Deed of Trust has been impaired, Beneficiary and Grantor shall be entitled to participate in any action or proceedings in connection with such loss, taking or damage.  In the event of such insurance loss or that only a portion of the Property is taken or damaged by reason of any public improvement or condemnation proceeding, and the damage to the Property, and in the judgment of Lender, the Property can be economically restored, Beneficiary, after deducting from said proceeds received all its expenses, including reasonable attorneys’ fees actually incurred, shall release to Grantor, as restoration progresses, so much of said amount as equals the costs of restoration effected by Grantor, subject to certain conditions, including the requirement that Beneficiary escrow with Lender any anticipated cost of such restoration over the insurance proceeds, including the right of Beneficiary to withhold up to ten percent (10%) of said amount until completion and the provision of a final lien waiver from Grantor’s general contractor.  Any amount required to complete such restoration in excess of such proceeds shall either be paid by Grantor or deposited into escrow with Lender before such proceeds are used.  Grantor agrees to execute such further assignments of any such proceeds and rights of action as Beneficiary or Trustee may require.

9. Property Management. Lender shall have the right to approve and/or reject any property management firm employed by the Grantor to manage the Premises, the Improvements and/or any portion thereof, as well as the right to require a change in such property management firm if, an Event of Default occurs, or a matter occurs which would be an Event of Default, but for the giving of notice and an opportunity to cure. Any agreement with any property manager and any fee payable thereunder must be subordinate to the Security Instrument and terminable by Lender in accordance with the provisions hereof and the other Loan Documents.

10. Maintenance of Property. With respect to the Property, the Grantor shall keep the same in good condition and repair; pay all general and special taxes and assessments and other charges that may be levied or assessed upon or against the same as they become due and payable, including, without limitation, town or county property taxes on mobile homes; furnish to Lender receipts showing payment of any such taxes and assessments; pay all utility charges, assessments and debts for repair or improvements of whatever nature now existing or hereafter arising that may become liens upon or charges against the Property; comply with, or cause to be complied with, all requirements of any governmental authority relating to the Property; and promptly repair, restore, replace or rebuild any part of the Property which may be damaged or destroyed by any casualty whatsoever or which may be affected by any condemnation proceeding or exercise of eminent domain, pursuant and subject to the terms and conditions of paragraph 7 hereof.

11.Waste, Use and Liens. Grantor shall not commit, nor suffer to be committed, any waste of the Property; nor initiate, join in or consent to any change in any private restrictive covenant, zoning ordinance, or other public or private restrictions limiting or defining the uses which may be made of the Property, or any part thereof; nor permit any lien or encumbrance, of any kind or character, to accrue or remain on the Property or any part thereof without the written consent of the Lender.

12. Compliance with Laws and Regulations. To Borrower’s knowledge, the Premises complies with all requirements and conditions set forth in all zoning ordinances and state and local building codes, all federal, state and local governmental wetland, coastal waters and environmental protection acts and any other ecological, environmental or use restrictions and all other governmental laws, rules and regulations applicable to or affecting the Premises. The Grantor shall continue to comply with the same now and in the future, and any failure to so comply shall constitute an Event of Default (as herein defined). In furtherance of the foregoing and without limiting any other rights and/or remedies of Lender, in the event that there shall be filed any lien against the Property by any entity with respect to any of the matters specified in this paragraph, then Grantor agrees to cause such lien to be removed from the Property or provide a bond satisfactory to Lender insuring that Lender shall continue to enjoy first lien status within sixty (60) days from the date that such lien is placed against the Property or within such shorter period of time as the circumstances shall permit (but in all events at least ten (10) days before any sale of the Property to satisfy such lien) in the event that the holder of such lien takes the steps to cause the Premises to be sold pursuant thereto. Should Grantor cause, suffer or permit any violation of any of the foregoing laws, rules and/or regulations, or fail to remove or provide satisfactory bond as described herein in the event of the filing of any such lien, then this Security Instrument, the Note and all other instruments securing the Loan shall at the option of Lender become immediately due and payable.

13. Disclosure of Defaults and Liens. The Grantor shall promptly disclose to Lender any Event of Default (as herein defined) of which the Grantor becomes aware. Furthermore, the Grantor shall immediately disclose to Lender any Disposition and/or Encumbrance (as herein defined) of which it becomes aware and shall immediately disclose to Lender any negotiations of which it becomes aware which are related to a Disposition and/or an Encumbrance.

14. Escrows. Grantor shall deposit and pay to Lender on each payment date specified in said Note secured by this Deed of Trust, a sum equivalent to one-twelfth (1/12th) of the annual taxes and premiums for insurance required by this Deed of Trust, which taxes and premiums for insurance will be paid by Lender through the escrow, and, if needed, upon the date when any such taxes and insurance premium shall become due shall pay to Lender any deficiency in an amount which taken together with insurance and tax deposits theretofore made and not expended for insurance premiums, shall be sufficient to pay and discharge such insurance premiums and taxes. Escrows for taxes on the mobile homes owned by Borrower shall be waived provided (a) no Event of Default has occurred and is then continuing; and (b) verification is provided to Grantor within thirty (30) days thereafter. This waiver is a privilege reserved for the Grantor and is not assumable except in the sole discretion of the Lender. In the event of any of the conditions to the waiver described above are no longer true, then Borrower shall be required to pay one-twelfth (1/12^th) of the mobile home taxes into escrow together with he real estate taxes and insurance premiums.

15. Restrictions on Transfer or Further Encumbrance. NOTICE: THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS THEREOF BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED HEREBY.

(a) If all, or any part of, the Property, or any equity interest in Grantor, or its members, partners or stockholders, or any interest therein, is (a) sold or transferred (collectively a “Disposition”), or (b) encumbered (whether voluntarily or involuntarily by another party, through attachment, levy or other means) or subjected to a security interest by Grantor (collectively an “Encumbrance”) or if the existence of the Grantor is terminated (also a “Disposition” herein), without Lender’s prior written consent, Lender may, at Lender’s option, declare all the sums due under the Note to be immediately due and payable. Anything to the contrary herein notwithstanding, the members of the Grantor may transfer, without the consent of Lender, including transfer by reason of estate planning purposes, death or incapacity, interests in the Grantor (a) to the lineal descendants and or spouses of such lineal descendants, parents, siblings, spouses of members of the Grantor; (b) to trusts established for estate planning purposes for the benefit of lineal descendants and or spouses of such lineal descendants, parents, siblings, spouses of the members of the Grantor; or (c) between existing members of the Grantor, so long as all parties remain liable for their obligations under their guaranties given in connection with the Loan, provided, however, the Grantor shall provide Lender thirty (30) days prior written notice of any such transfer and shall forward to Lender for review and approval copies of any trust or other document relating to the transfer of any interest in the Grantor to an individual, a trust or other entity.

(b) Notwithstanding anything set forth herein to the contrary, Lender will provide for the one time assumption of the Loan without change to the interest rate or payments to principal and interest. The terms of the sale or transfer transaction and the person(s) or entity to whom the Property is to be sold or transferred to are subject to the review and approval by Lender in its sole discretion and such approval will include, without limitation, approval of financial condition, credit worthiness, and experience with commercial property investment and management. All costs associated with this one time assumption provision including, without limitation, an assumption fee of one percent (1%) of the outstanding principal balance of the loan at the time of the request. All costs shall be the Borrower’s responsibility.

16. Environmental Compliance.

(a) Grantor represents and warrants that, except as may be disclosed in the environmental report furnished to Lender in connection with the Loan, to the best of its knowledge, the Property does not contain friable asbestos or asbestos contaminated material, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid, containing levels of biphenyls in excess of 50 parts per million on or servicing the Property or any other chemical, material or substance, exposure to which is prohibited, limited or regulated by federal, state, county, regional or local authority in violation of Hazardous Materials Laws (as hereinafter defined). Grantor further represents and warrants that to the best of its knowledge, the Property is not now being used, nor has it been used in the past (and Grantor covenants that the Property shall not be during the terms of this Deed of Trust) for any activities involving, directly or indirectly, the use, generation, treatment, storage or disposal of any hazardous or toxic chemical, material, substance or waste in violation of Hazardous Materials Laws.

(b) Grantor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Grantor shall not use, generate, manufacture, store or dispose of on, under or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related toxic materials, including, without limitation, asbestos or insulation or other material composed of or containing asbestos, and any other substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or in any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to, or imposing liability, or standards of conduct concerning any such waste, substance or material as now or at any time may hereafter be in effect (collectively referred to hereinafter as “Hazardous Materials”) in violation of Hazardous Materials Laws.

(c) Upon acquiring knowledge thereof, Grantor shall promptly advise Lender in writing of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials affecting the Property (“Hazardous Materials Laws”); (ii) all claims made or threatened by any third party against Grantor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as “Hazardous Materials Claims”); and (iii) Grantor’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that are otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Laws.

(d) Lender shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Grantor. Grantor shall be solely responsible for, and shall indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns from and against, any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under or about the Property, including, without limitation: (i) all foreseeable consequential damages; (ii) the reasonable costs of any required or necessary repair, cleanup or detoxification of the Property, and the preparation and implementation of any closure, remedial or other required plans; and (iii) all reasonable costs and expenses incurred by Lender in connection with clauses (i) and (ii), including but not limited to reasonable attorneys’ fees. Anything to the contrary notwithstanding, Grantor’s obligations under this Section 10(d) shall not apply to any loss, damage, cost, expense or liability arising out of actions of Lender or its directors, officers, employees, agents, successors and assigns or any loss, damage, cost, expense or liability arising out of actions or violations occurring after Grantor surrenders possession of the Property to Lender or possession is taken through foreclosure or otherwise, and the indemnity and hold harmless obligations set forth in this Section 10(d) shall not apply to any subsequent owner of the Property other than Lender.

(e) Without Lender’s prior written consent, Grantor shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims, which remedial action, settlement, consent or compromise might, in Lender’s judgment, impair the value of the Lender’s security hereunder; provided, however, that Lender’s prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Lender’s consent before taking such action, provided that in such event Grantor shall notify Lender as soon as practicable of any action so taken. Lender agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, or (ii) Grantor establishes to the satisfaction of Lender that there is no alternative to such remedial action which would result in less impairment of Lender’s security hereunder.

17. Compliance with Disability Statutes.

(a) Grantor represents and warrants that Grantor has not received any notice that the Property are not in compliance with the Americans With Disabilities Act of 1990 (42 U.S.C. §12101) (the “ADA”). To the best of the knowledge of the Grantor, after due inquiry, no notice has been received that the Property and the activities that will be conducted on it do not materially comply with all applicable laws and regulations pertaining to the ADA.

(b) Grantor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinance or regulations, including the ADA, related to access and the removal of barriers for the disabled. Any future modification/additions to the existing Property will comply with the ADA.

18. Indemnification Pertaining to ADA. Grantor hereby agrees to indemnify, defend and hold Lender and its directors, officers, agents and employees harmless from and against any claim, loss, cost, damage, liability, deficiency, fine, penalty, settlement, judgment or expense (including, without limitation, all investigation and remediation costs and attorneys’ fees) directly or indirectly relating to the application or enforcement, threatened or actual, of any state, federal or local statute or regulation, including the ADA covering, but not limited to, providing access to the Property and the removal of existing barriers to the Property. The foregoing indemnification obligations shall exist regardless of whether there is any fault on the part of Grantor, regardless of whether Lender knew or should have known of the actual or alleged violation of law, and regardless of whether such claim, loss, cost, damage, liability, deficiency, fine, penalty, settlement, judgment or expense is caused by Grantor’s failure, or the failure of any of Grantor’s predecessors-in-title, or the failure of any of Grantor’s tenants, to perform any of its, or theirs, obligations pursuant to any federal, state or local laws and regulations. Anything to the contrary notwithstanding, Grantor’s obligations under this Section 18 shall not apply to any claim, loss, cost, damage, liability, deficiency, fine, penalty, settlement, judgment or expense arising out of actions of Lender or its directors, officers, agents, or employees or any claim, loss, cost, damage, liability, deficiency, fine, penalty, settlement, judgment or expense arising out of actions or violations occurring after Grantor surrenders possession of the Property to Lender or possession is taken through foreclosure or otherwise, and the indemnity, defense and hold harmless obligations set forth in this Section 18 shall not apply to any subsequent owner of the Property.

E. DEFAULT. Upon (i) an Event of Default under the Note (as defined in the Note), (ii) upon the default in any covenant herein involving a payment required for Grantor, which shall continue for ten (10) days after notice from Lender to the Grantor, and thirty (30) days after notice from Lender to the Grantor for other covenants contained herein, or (ii) upon the occurrence of any default under any other Loan Document (after the provision of any required notice thereto and the application of any cure period applicable thereto), there shall be an event of default hereunder (an “Event of Default; provided, however, notwithstanding anything to the contrary contained in this Security Instrument, if the default not involving the payment of money under clause (i) above is not reasonably curable within the 30-day period, the Borrower shall have such longer period as reasonably necessary, not to exceed ninety (90) days to complete any covenant or agreement contained in this Security Instrument, or default, provided further that the Borrower commences to correct or cure the default within the initial 30-day period and continues to use diligent efforts to complete or correct the default. If an Event of Default occurs hereunder, Lender shall have available to it and may exercise any and/or all of the applicable rights and remedies provided for in (1) the Note, (2) this Security Instrument, or (3) any other instrument related to the Loan referred to in any other Loan Document, and such rights and remedies shall be cumulative and in addition to (rather than in limitation of) all other rights and remedies available to Lender, whether legal, equitable or otherwise. Upon the occurrence of an Event of Default and the request of Lender, it shall be lawful for and the duty of the Trustee, upon request of the Lender, to sell the land herein conveyed at public auction for cash, after having first given such notice of hearing as to commencement of foreclosure proceedings and obtained such findings or leave of court as may then be required by law and giving such notice and advertising the time and place of such sale in such manner as may then be provided by law, and upon such and any resales and upon compliance with the law then relating to foreclosure proceedings under power of sale to convey title to the purchaser in as full and ample manner as the Trustee is empowered. Borrower further waives any and all homestead exemptions and/or personal exemptions to which the Borrower may be entitled under State and/or Federal Law. Lender may become the purchaser of any portion of the Property so sold, and no purchaser shall be required to see to the proper application of the purchase money. Lender and the Trustee (with the permission of Lender) may grant any extension, forbearance or other indulgence, and may release any part of the Property from the lien hereof. In any such foreclosure, or upon the enforcement of any other remedy of Lender hereunder or under the Note, there shall be allowed and included as additional indebtedness, to the extent permitted by law, all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Lender and/or the Trustee for attorneys’ fees and charges, appraisers’ fees, publication costs, and costs involved in title insurance and title examinations. All reasonable expenditures and expenses of the nature in this paragraph mentioned, and such reasonable expenses and reasonable fees as may be incurred in the protection of the Property and the maintenance of the lien hereof, including the fees of any attorney employed by Lender and/or the Trustee in any litigation or proceeding affecting the Security Instrument, the Note or the Premises, including probate and Debtor Relief Law (as defined in the Note) proceedings, or in preparation for the commencement or defense of any proceeding or threatened suit or proceeding, shall be immediately due and payable by the Grantor, with interest thereon at the lower of the Default Interest Rate as defined in the Note, and shall be secured hereby. The proceeds of any such foreclosure sale shall be distributed and applied by the Trustee in accordance with applicable law.

The proceeds of the sale shall, after the Trustee retains his commission, together with reasonable attorneys fees incurred by the Trustee in such proceeding, be applied to the costs of sale including, but not limited to, costs of collection, taxes, assessments, costs of recording, service fee, and incidental expenditures, the amount due on the Note hereby secured and advancements and other sums expended by the Beneficiary according to the provisions hereof, and otherwise as required by the then existing law relating to foreclosures. The Trustee’s commission shall be five percent (5%) of the gross proceeds of the sale or the minimum sum of $1,000.00, whichever is greater for a completed foreclosure. In the event foreclosure is commenced but not completed, the Grantor shall pay all expenses incurred by Trustee, including reasonable attorneys fees and a partial commission computed on five percent (5%) of the outstanding indebtedness or the above stated minimum sum, whichever is greater, in accordance with the following schedule, to-wit: one-fourth (1/4) thereof before the Trustee issues a notice of hearing on the right to foreclosure; one-half (½) thereof after issuance of said notice; three-fourths (3/4) thereof after such hearing and the greater of the full commission or minimum sum after the initial sale.

The Trustee may require the successful bidder at any sale to deposit immediately with the Trustee five percent (5%) of his bid, provided notice of such requirement is contained in the advertisement of the sale. The bid may be rejected if the deposit is not immediately made, and thereupon the next highest bidder may be declared to be the purchaser. The deposit shall be refunded in the event a resale is had; otherwise, the deposit shall be applied to the purchase price.

Upon the occurrence of an Event of Default hereunder, Lender may, at its option, have a receiver appointed to take control of the Property and/or its Rents and Profits and any matter related to its operation, management or disposition, and the Grantor hereby does consent to the appointment of a receiver in such event.

If the Grantor shall pay the Note and such other indebtedness secured hereby in accordance with their terms, together with interest thereon, and any renewals or extensions thereof in whole or in part, all other sums secured hereby and shall comply with all of the covenants, terms and conditions of this Deed of Trust, then this conveyance shall be null and void and may be canceled of record at the request and expense of the Grantor.

F. TRUSTEE. The Trustee shall be under no duty to take any action hereunder, except as expressly required, or to perform any act which would involve them in expense or in liability or require them to institute or defend any suit in respect hereof, unless properly indemnified to their satisfaction. All reasonable expenses, charges, counsel fees and other disbursement incurred by the Trustee in and about the administration and execution of the trusts hereby created, and the performance of their duties and powers hereunder, shall be secured by the Security Instrument prior to the indebtedness represented by the Note, and shall bear interest at the Applicable Rate (as defined in the Note).

G. NOTICES. Unless otherwise expressly provided herein, all notices or other communications required or permitted to be given pursuant to this Security Instrument shall be in writing and shall be considered as properly given if (i) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (ii) by delivering same by courier in person to the intended addressee, (iii) by delivery to a reputable independent third party overnight commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee, or (iv) by prepaid telegram, telex, telecopier or telefacsimile transmission to the addressee, so long as the same is immediately followed by delivery pursuant to one of the methods under (i) through (iii) above. Notice so mailed shall be effective three (3) business days following its deposit with the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective one (1) business day following delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received or delivery is refused by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or machine of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth below; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the Liberty Bankers United States by the giving of ten (10) days’ prior written notice to the other party in the manner set forth herein. Electronic mail and internet websites may be used only to distribute only routine communications, such as financial statements and other information, and may not be used for any other purpose.

136 Main Street

Pineville, North Carolina 28134

Telephone: 

Facsimile: 

E-mail: 

1605 LBJ Freeway, Suite 700

Dallas, Texas 75234

Attention:  Loan Servicing

Telephone: 469-522-4400

Facsimile:  469-522-0034

H. MISCELLANEOUS PROVISIONS.

1. Forbearance. Lender may at any time, without notice to any person, grant to the Grantor any indulgence, forbearance or any extension of time for the payment of any indebtedness secured hereby or allow any change or substitution of or for any of the Property or any other collateral which may be held by Lender without in any manner affecting the liability of the Grantor or any endorsers of the indebtedness hereby secured and also without in any manner affecting or impairing the lien of this Security Instrument.

2. No Waiver. Any failure by Lender to insist upon strict performance of any of the terms and provisions hereof shall not be deemed to be a waiver of any such terms and provisions, and Lender, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance of any and all the terms and provisions of this Security Instrument. Neither the Grantor nor any other person now or hereafter obligated for the payment in whole or in part of the sums now or hereafter secured hereby shall be relieved of such obligation by reason of (a) the failure of Lender to comply with any request of the Grantor, or of any other person so obligated, to take action to foreclose or otherwise enforce any of the provisions hereof or of any obligations secured hereby, (b) the release, regardless of consideration, of the whole, or any part of, the security held for the indebtedness secured hereby, and/or (c) any agreement or stipulation between any subsequent owner or owners of the Property, or any part thereof, and Lender to extend, from time to time, the time of payment or to modify the terms of the Note or this Security Instrument without first having obtained the consent of the Grantor or such other person.

3. Payments by Lender. Upon the failure of the Grantor to pay any installment due under the Note or other charges above-mentioned as they become due and payable, or to pay any other of the debts or liens above-mentioned at the time above mentioned, or to keep and maintain the Property in good repair and good condition, or to insure the Property, or to deliver the policies of insurance as herein agreed, or to perform any of the covenants and agreements herein, Lender is hereby authorized, at its option, as applicable: to insure the Property, and/or any part hereof, and to pay the costs of such insurance, or to pay such taxes, liens, assessments, cost of repair and/or maintenance and/or other charges herein mentioned, or any part thereof, or to remedy the Grantor’s failure to perform hereunder and to pay the costs associated therewith. The Grantor shall refund on demand all sums so paid, with interest thereon at the Default Interest Rate as defined in the Note. The Security Instrument shall stand as security for all sums so paid, which shall become a part of the indebtedness hereby secured; provided, however, that the retention of a lien hereunder for any sums so paid shall not be a waiver of any subrogation or substitution which Lender might otherwise have had. In the event that (a) the Grantor shall fail to keep the Property insured in the manner and at the times herein provided, (b) any installment of interest or payment of principal is not paid at or within the time required by terms of the Note, (c) the actual demolition or removal of any of the Property is threatened, (d) the Grantor fails to timely do any of the things herein agreed to be done, or (e) there occurs any breach of any of the terms hereof or of the Note, then, and in any of such event, and when same shall constitute an Event of Default hereunder, whether or not Lender has paid any of the taxes, liens or other charges, or procured the insurance, or remedied the Grantor’s failure to perform, all as mentioned above, Lender shall be entitled to exercise any or all remedies provided for or referred to in this Security Instrument.

4. Modification. This Security Instrument may not be changed orally, and no waiver or modification of this Security Instrument, or of any covenant, condition or provision herein contained, shall be valid unless in writing and duly executed by the Grantor, Trustee, and by a duly authorized officer or representative of Lender, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation arising out of or affecting the Security Instrument, or any rights or obligations hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The provisions of this section may not be waived except as herein set forth.

5. Severability. If any part, portion, term or provision of this Security Instrument is held to be invalid or illegal by a court of competent jurisdiction, the validity of the remaining portions or provisions hereof shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if such part, portion, term or provision were not contained in this Security Instrument.

6. Late Charges. The Note provides that Lender may charge a late payment equal to five percent (5%) of a late installment for any payment received more than ten (10) days after its due date, except for the final payment due on maturity of the Note, which shall not be subject to a late payment charge unless it is received more than thirty (30) days after its due date, and, therefore, all such late payment charges shall also be secured by this Security Instrument and all other Loan Documents.

7. Change In Taxation Method. In the event of the passage after the date of this Security Instrument of any law of the State of North Carolina, deducting from the value of land, for the purpose of taxation, any lien thereon or changing in any way the laws now in force for the taxation of deeds of trusts or debts secured by mortgage for State or local purposes, or the manner of the collection of such taxes so as to cause the assessment of a tax on Lender or a lien or charge on this Security Instrument, the entire principal balance under said Note, together with all accrued interest thereon, at the option of said Lender, forthwith shall become due and payable; provided, however, that such option shall be ineffective if Grantor is permitted by law to pay the whole of such tax, in addition to all other payments required hereunder, and, if prior to such specified date, Grantor does pay such tax and agrees to pay any such tax when hereafter levied or assessed against the Property, and such agreement shall constitute a modification of this Security Instrument.

8. WAIVER OF TRIAL BY JURY. GRANTOR AND LENDER HEREBY KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE INDEBTEDNESS OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN OR TO THE LOAN DOCUMENTS. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO GRANTOR OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day, month and year first written above.

I certify that the following person personally appeared before me this day, Michael Z. Anise, in his capacity as President of Manufactured Housing Properties Inc., Sole Member of NORTH RALEIGH MHP LLC, a North Carolina limited liability company, acknowledging to me that he duly and voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Michael Z. Anise

Date: Oct 22, 2021.

EXHIBIT “A”

Legal Description

PARCEL 1:

TRACT ONE:

BEGINNING at an iron stake, formerly a rock corner with W.R. Holden and Wade White; runs thence North 85-15 West 2,027 feet to an iron stake, formerly a rock; runs thence North 8-45 East 940.5 feet to a stake corner and three white rocks; runs thence South 84-45 East 1,865 feet to a rock in a drain; runs thence South 1 East 949 feet to the beginning, containing 41.5 acres according to a map and survey made by Phil R. Inscoe, R.L.S., under date of 3-12-66 entitled “Map of Land Surveyed for Walter Debnam et al” and being all the property conveyed to W.T. Young by deeds recorded in the Franklin County Registry in Deed Books 278 Page 277, 440, Page 89, and 440, Page 90, to all of which reference is hereby made. See Will of William Thomas Young, Will Book X Page 460, records of Franklin County.

This property was conveyed to Grantors by deed recorded in the Franklin County Registry on March 30, 1966, Book 604 Page 399.

TRACT TWO:

BEGINNING at an existing rock in a drain, said point being marked also by an existing iron and being the northeast corner of property belonging to Richard Streett; running thence with said Streett’s northern line, crossing S.R. #1117 North 84 degrees 45’ West 1,865 feet to an existing iron in rocks; thence North 8 degrees 54’ East 450.92 feet to an iron pipe; thence a new line through the R.B. Debnam property, again crossing S.R. #1117 South 84 degrees 45’ East 1,840.30 feet to an iron pipe located South 5 degrees 46’ West 289.10 feet from an existing rock; thence South 5 degrees 46’ West 450 feet to the point and place of beginning according to survey for Richard Streett by Harold Mullen, Registered Surveyor dated 4-8-67 containing 19.13 acres and being the southern portion of a 37.9-acre tract belonging to R.B. Debnam.

PARCEL 2:

Tract 1: BEGINNING at a stone on the northern side of the road leading from Lewis Station to Dexter (S.R. #1514), said stone being the southeastern corner of the property herein described and the southwestern corner of the property of Jessie A. Watson; going thence in a line parallel to said road S. 71° 48’ W. 73 feet more or less to an iron pin; thence N. 12° 57’ W. 1094.5 feet to an iron pin; thence S. 71° 15’ W. 499.5 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood’s line N. 1° 45’ W. 1809 feet to a stake in the southern margin of the property of Mrs. Ella G. Olmstead; thence along Olmstead’s line S. 87° 15’ E. 485.7 feet to a stake, corner of the property of Jessie A. Watson; thence along Watson’s line as follows: S. 1° 45’ E. 1122 feet to a stone; thence S. 87° 45’ E. 273.9 feet to a stone; thence S. 1° 45’ E. 1500 feet to a stone, said point being the point and place of beginning and containing 28.7 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S., dated August 30, 1971.

For further reference see Deed Book 580, page 795, Granville County Registry. (5724T)

Tract 2: Beginning at an iron pin in the western margin of a road, said iron pin being the northeastern corner of the property herein described and the southeastern corner of the property this day conveyed to B.N. Hart; going thence along he said road S. 12° 57’ E. 844 feet to an iron pin; thence S. 71° 48’ W. 679.4 feet to an iron pin in the eastern margin of the lands of Willie Allgood; thence along Allgood’s line N. 1° 45’ W. 860 feet to an iron pin, the southwestern corner of the property of B.N. Hart; thence along Hart’s line N. 71° 15’ E. 499.5 feet to an iron pin said point being the point and place of beginning, and containing 11.4 acres, more or less, according to map and survey of Johnnie C. Currin, R.L.S. dated August 26, 1971. For further reference, see Book 154, page 100, Granville County Registry.

PARCEL 3:

Beginning at an iron pin in the southern right of way of S.R. #1202, designated on the survey identified below as”0.72 Miles to S.R.#1203”; thence South 83degrees 02’ 43” West 100.00 feet to an iron pin; thence North 89 degrees 18’ 17” West 300.00 feet to an iron pin; thence South 78 degrees 31’ 43” West 100.00 feet to an iron pin; thence North 58 degrees 44’ 38” West 1,119.79 feet to an iron pin; thence North 67 degrees 49’ 37” West 1,086.86 feet to an iron pin; thence North 19 degrees 27’ 46” East 369.49 feet to an iron pin; thence North 19 degrees 27’ 46” East 230.40 feet to an iron pin; thence South 81 degrees 18’ 19” East 20.00 feet to an iron pin; thence South 81 degrees 18’ 19” East 941.37 feet to au iron piu; thence South 42 degrees 59’ 14” East 1,129.75 feet to an iron pin; thence South 43 degrees 57’ 58” East 469.59 feet to an iron pin; thence South 44 degrees 26’ 17” East 306.34 feet to an iron pin, the point and place of beginning; and being the property surveyed for Rilla Browne, Franklinton Township, Franklin County, North Carolina, according to a survey by Nathan R. Hymiller, Jr., Registered Land Surveyor, dated January 28, 1992, and containing 34.92 acres according to said survey.

PARCEL 4:

BEING all of that certain tract or parcel of land containing 17.389 acres as shown on survey and plat of James O. Murphy, P.E. entitled “Boundary Survey for William Lee Richardson & Valerie Jean Blettner,” dated May 9, 2003, of record in Plat Book 28, page 125, Granville County Registry, to which reference is hereby made for a more particular description.

PARCEL 5:

TRACT 1:

That certain tract or parcel of land situate, lying and being in Youngsville Township, Franklin County, North Carolina, adjoining the lands of Seaboard Airline Railroad, Dr. George C. Mackie, Fred O. Preddy and others and more particularly described as follows:

BEGINNING in the center of the Seaboard Airline Railroad tract; thence South 82-1/2 degrees East 452 feet to a stake, Perry’s corner; thence along Perry’s line South 17 degrees East 479 feet; South 28 degrees West 300 feet; South 46 degrees West 161 feet; South 55 degrees West 463 feet; North 80 degrees West 210 feet to the center of the aforesaid railroad tract; thence along the aforesaid railroad tract in a northern direction 1,175 feet to the point of beginning containing 12 acres, more or less, less the railroad right of way.

EXCLUDED from the above-described land is that portion which lies west of Rural Paved Road 1030.

TRACT 2:

BEGINNING at an existing iron stake, said stake being the northeast corner of William L. Thompson Property according to deed recorded in Book 743 Page 612, Franklin County Registry; thence South 83 degrees15’ 00” East 82.21 feet to an iron pipe; thence South 17 degrees 25’ 18” East 406.06 feet to an iron pipe; thence South 50 degrees 41’ 50” West 20.47 feet to marked pine tree; thence south 44 degrees 27’ 08” West 63.51 feet to an existing iron pipe; thence North 17 degrees 25’ 18” West 477.28 feet to the place and point of beginning containing 0.759 acres, more or less, according to Map and Survey of James O. Murphy, R.L.S., dated 9 March 1981, entitled “Map Prepared for William L. Thompson, Youngsville Township, Franklin County, N.C.^”

DEED OF TRUST AND SECURITY AGREEMENT – Page 16 

Exhibit 10.7

LIMITED GUARANTY AGREEMENT

THIS LIMITED GUARANTY AGREEMENT (this “Guaranty”) is executed effective as of October 25 , 2021, by MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation (“Guarantor”), whose address for notice purposes is 136 Main Street, Pineville, North Carolina 28134, for the benefit of LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma insurance company (“Lender”). Unless otherwise defined herein, all capitalized terms have the meanings given to such terms in the Loan Agreement.

INTRODUCTORY PROVISIONS:

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby guarantees to Lender the prompt payment and performance of the Guaranteed Obligations, this Guaranty being upon the following terms and conditions:

Section 1. Definitions. As used in this Guaranty, the following terms have the following meanings:

Affiliates: When used with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. For purposes of this definition “control” (including with correlative meanings, the terms “controlled by” and under “common control with”), with respect to any Person, means possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Borrower: North Raleigh MHP LLC, without limitation, Borrower’s heirs, representatives, successors and assigns, including Borrower as a debtor-in-possession, and any receiver, trustee, liquidator, conservator, custodian, or similar party hereafter appointed for Borrower or all or substantially all of Borrower’s assets pursuant to any liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Debtor Relief Laws (hereinafter defined) from time to time in effect.

Debtor Relief Laws: Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors.

Dispute: Any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, now existing or hereafter arising under or in connection with, or in any way pertaining to, this Guaranty and each other document, contract and instrument required hereby or now or hereafter delivered to Lender in connection herewith, or any past, present or future extensions of credit and other activities, transactions or obligations of any kind related directly or indirectly to any of the foregoing documents, including without limitation, any of the foregoing arising in connection with the exercise of any self-help, ancillary or other remedies pursuant to any of the foregoing documents.

Guaranteed Obligations: Those matters described in Section 3 hereof.

Loan: That certain $5,323,000.00 loan described in the Security Instrument executed by Borrower in favor of the Lender.

Loan Agreement: That certain Loan Agreement of even date with the Security Instrument executed by Borrower and Lender.

Loan Documents: The Loan Agreement, the Note, the Security Instrument, this Guaranty, and all other documents executed by Borrower or any guarantor in connection with the Loan.

Note: That certain Promissory Note of even date with the Security Instrument, executed by Borrower and payable to the order of Lender in the principal face amount of the Loan (as renewed, amended, extended, restated or modified and all notes given in substitution for the Note).

Person: Any individual, corporation, partnership, joint venture, limited liability company or partnership (general or limited) association, trust, unincorporated association, joint stock company, government, municipality, political subdivision or agency, or other entity.

Property: The Property encumbered by the Security Instrument.

Security Instrument: That certain Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents of even date with the Loan Agreement, executed by the Borrower as grantor in favor of the Lender as beneficiary.

Section 2. Payment. Guarantor hereby unconditionally and irrevocably guarantees to Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter, of the Guaranteed Obligations. This Guaranty covers the Guaranteed Obligations, whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section 2 is a continuing guaranty of payment and not a guaranty of collection. Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from Borrower or any other party. Guarantor agrees that if all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether on the scheduled payment date, by lapse of time, by acceleration of maturity or otherwise, Guarantor shall, immediately upon demand by Lender, pay the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be made, given and received in accordance with the notice provisions hereof.

Section 3. Obligations of Guarantor.

Section 4. Primary Liability of Guarantor.

(a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor is and shall be jointly and severally liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor.

(b) In the event of default in payment or performance of the Guaranteed Obligations, or any part thereof, when such Guaranteed Obligations become due, whether by its terms, by acceleration, or otherwise, Guarantor shall promptly pay the amount due thereon to Lender without notice or demand, of any kind or nature, in lawful money of the United States of America or perform the obligations to be performed hereunder, and it shall not be necessary for Lender in order to enforce such payment and performance by Guarantor first, or contemporaneously, to institute suit or exhaust remedies against Borrower or others liable on the Guaranteed Obligations, or to enforce any rights, remedies, powers, privileges or benefits of Lender against any property covered by a lien created under the Security Instrument or any other security or collateral which shall ever have been given to secure the Guaranteed Obligations.

(c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty in favor of Lender covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto. Any time that Lender is entitled to exercise Lender’s rights or remedies hereunder, Lender may in its discretion elect to demand payment and/or performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Guaranteed Obligations have been paid and performed in full. If Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Guaranteed Obligations have been paid and performed in full.

Section 5. Other Guaranteed Debt. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the Rights hereunder shall be cumulative of any and all other Rights that Lender may ever have against Guarantor. The exercise by Lender of any Right hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other Right by Lender.

Section 6. Subrogation. Until the Guaranteed Obligations have been paid, in full, Guarantor hereby covenants and agrees that it shall not assert, enforce, or otherwise exercise (a) any right of subrogation to any of the Rights or liens of Lender or any other beneficiary against Borrower or its Affiliates or any other guarantor of the Guaranteed Obligations or any collateral or other security, or (b) unless such rights are expressly made subordinate to the Guaranteed Obligations (in form and upon terms acceptable to Lender) and the rights of Lender under this Guaranty and the Loan Documents, any right of recourse, reimbursement, contribution, indemnification, or similar right against Borrower or its Affiliates or any other guarantor of all or any part of the Guaranteed Obligations.

Section 7. Subordinated Debt. All principal of and interest on all indebtedness, liabilities, and obligations of Borrower or its Affiliates to Guarantor (the “Subordinated Debt”) now or hereafter existing, due or to become due to Guarantor, or held or to be held by Guarantor, whether created directly or acquired by assignment or otherwise, and whether evidenced by written instrument or not, shall be expressly subordinated to the Guaranteed Obligations. Until such time as the Guaranteed Obligations are paid and performed in full and all commitments to lend under the Loan Documents have terminated, Guarantor agrees not to receive or accept any payment from Borrower with respect to the Subordinated Debt at any time an Event of Default has occurred and is continuing; and, in the event Guarantor receives any payment on the Subordinated Debt in violation of the foregoing, Guarantor will hold any such payment in trust for Lender and forthwith turn it over to Lender in the form received, to be applied to the Guaranteed Obligations. Notwithstanding the foregoing, nothing in this Guaranty shall preclude MHP from receiving distributions of net proceeds as a member of Borrower after adequate provision is made for the payment of amounts then owed under the Loan Documents together with Borrower’s costs and expenses of operation of the Property then due and payable.

Section 8. Obligations Not to be Diminished. Guarantor hereby agrees that its obligations under this Guaranty shall not be released, discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of Guarantor: (a) the taking or accepting of collateral as security for any or all of the Guaranteed Obligations or the release, surrender, exchange, or subordination of any collateral now or hereafter securing any or all of the Guaranteed Obligations; (b) any partial release of the liability of Borrower, Guarantor hereunder, or the full or partial release of any other guarantor or obligor from liability for any or all of the Guaranteed Obligations; (c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of Borrower, or any other guarantor, or any other party at any time liable for the payment of any or all of the Guaranteed Obligations; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Obligations or any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Obligations; (e) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Lender to Borrower, Guarantor, or any other party ever liable for any or all of the Guaranteed Obligations; (f) any neglect, delay, omission, failure, or refusal of Lender to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Obligations; (g) the unenforceability or invalidity of any or all of the Guaranteed Obligations or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Obligations; (h) any payment by Borrower or any other party to Lender is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Lender is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any other guaranty or security for the Guaranteed Obligations; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Obligations; (k) any impairment of any collateral securing any or all of the Guaranteed Obligations; (l) the failure of Lender to sell any collateral securing any or all of the Guaranteed Obligations in a commercially reasonable manner or as otherwise required by law; (m) any change in the corporate existence, structure, or ownership of Borrower; or (n) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or Guarantor.

Section 9. Waivers. Guarantor waives (a) any right to revoke this Guaranty with respect to future indebtedness; (b) any right to require Lender to do any of the following before Guarantor is obligated to pay the Guaranteed Obligations or before Lender may proceed against Guarantor: (i) sue or exhaust remedies against Borrower and other guarantors or obligors, (ii) sue on an accrued right of action in respect of any of the Guaranteed Obligations or bring any other action, exercise any other right, or exhaust all other remedies, or (iii) enforce rights against Borrower’s assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (c) any right relating to the timing, manner, or conduct of Lender’s enforcement of rights against Borrower’s assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (d) if Guarantor and Borrower (or a third party) have each pledged assets to secure the Guaranteed Obligations, any right to require Lender to proceed first against the other collateral before proceeding against collateral pledged by Guarantor; (e) except as expressly required hereby, promptness, diligence, notice of any default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of acceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of the incurring by Borrower of additional indebtedness, notice of any suit or other action by Lender against Borrower or any other Person, any notice to any party liable for the obligation which is the subject of the suit or action, and all other notices and demands with respect to the Guaranteed Obligations and this Guaranty, (f) each of the foregoing rights or defenses regardless whether they arise under common law, in equity, under contract, by statute, or otherwise.

Section 10. Insolvency. Should Guarantor become insolvent, or fail to pay Guarantor’s debts generally as they become due, or voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law, or become a party to (or be made the subject of) any proceeding provided for by any Debtor Relief Law (other than as a creditor or claimant) that could suspend or otherwise adversely affect the rights of Lender granted hereunder, then, in any such event, the Guaranteed Obligations shall be, as between Guarantor and Lender, a fully matured, due, and payable obligation of Guarantor to Lender (without regard to whether Borrower is then in default under the Loan Agreement or whether the Obligations, or any part thereof is then due and owing by Borrower to Lender), payable in full by Guarantor to Lender upon demand, which shall be the estimated amount owing in respect of the contingent claim created hereunder. In the event of the death of Guarantor, the obligations hereunder shall not terminate, and it will not be a default hereunder if the persons or entities succeeding to the interests of Guarantor in Borrower each execute a guaranty in the same form as this Guaranty within ninety (90) days of succeeding to such interests.

Section 11. Termination. Except to the extent of any earlier termination of the Guaranteed Obligations in the manner contemplated above, Guarantor’s obligations hereunder shall remain in full force and effect until all commitments to lend under the Loan Documents have terminated, and the Guaranteed Obligations has been paid in full. If at any time any payment of the principal of or interest or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 12. Representations and Warranties. Guarantor represents and warrants as follows:

(a) Guarantor has the power and authority and legal right to execute, deliver, and perform its obligations under this Guaranty and this Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditor’s rights.

(b) The execution, delivery, and performance by Guarantor of this Guaranty do not and will not violate or conflict with any law, rule, or regulation or any order, writ, injunction, or decree of any court, governmental authority or agency, or arbitrator and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any lien upon any assets of Guarantor pursuant to the provisions of any indenture, Security Instrument, security agreement, franchise, permit, license, or other instrument or agreement to which Guarantor or its properties are bound.

(c) No authorization, approval, or consent of, and no filing or registration with, any court, governmental authority, or third party is necessary for the execution, delivery, or performance by Guarantor of this Guaranty or the validity or enforceability thereof.

(d) Guarantor has, independently and without reliance upon Lender and based upon such documents and information as Guarantor has deemed appropriate, made its own analysis and decision to enter into this Guaranty, and Guarantor has adequate means to obtain from Borrower on a continuing basis information concerning the financial condition and assets of Borrower, and Guarantor is not relying upon Lender to provide (and Lender shall have no duty to provide) any such information to Guarantor either now or in the future.

Section 13. Value of Consideration. The value of the consideration received and to be received by Guarantor is reasonably worth at least as much as the liability and obligation of Guarantor hereunder, and such liability and obligation may reasonably be expected to benefit Guarantor directly or indirectly.

Section 14. Covenants. So long as this Guaranty remains in full force and effect, Guarantor shall, unless Lender shall otherwise consent in writing:

(a) Furnish to Lender as soon as available, and in any event within ninety (90) days after the end of each fiscal year of Guarantor, beginning with the fiscal year ending December 31, 2021, in such detail as required by Lender, (i) a copy of the financial statements of Guarantor for such fiscal year and (ii) a certificate of Guarantor to Lender (A) stating that to the best of Guarantor’s knowledge no Default or Event of Default has occurred and is continuing, or if in Guarantor’s opinion a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and (B) disclosing and certifying as to all material changes in Guarantor’s debt or net worth or otherwise certifying that there has been no material change in Guarantor’s personal debt or net worth since the previous financial statement delivered to Lender;

(b) Furnish to Lender written notice of the occurrence of any Default or Event of Default promptly upon obtaining knowledge thereof;

(c) Furnish to Lender such additional information concerning Guarantor as Lender may request in writing; and

(d) Obtain at any time and from time to time all authorizations, licenses, consents or approvals as shall now or hereafter be necessary or desirable under all applicable laws or regulations or otherwise in connection with the execution, delivery and performance of this Guaranty and will promptly furnish copies thereof to Lender.

Section 15. No Fraudulent Transfer. It is the intention of Guarantor and Lender that the amount of the Guaranteed Obligations guaranteed by Guarantor by this Guaranty shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or similar laws applicable to Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other agreement or instrument executed in connection with the payment of any of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor by this Guaranty shall be limited to that amount which after giving effect thereto would not (a) render Guarantor insolvent, (b) result in the fair saleable value of the assets of Guarantor being less than the amount required to pay its debts and other liabilities (including contingent liabilities) as they mature, or (c) leave Guarantor with unreasonably small capital to carry out its business as now conducted and as proposed to be conducted, including its capital needs, as such concepts described in clauses (a), (b) and (c) of this Section 14, are determined under applicable law, if the obligations of Guarantor hereunder would otherwise be set aside, terminated, annulled or avoided for such reason by a court of competent jurisdiction in a proceeding actually pending before such court. For purposes of this Guaranty, the term “applicable law” means as to Guarantor each statute, law, ordinance, regulation, order, judgment, injunction or decree of the United States or any state or commonwealth, any municipality, any foreign country, or any territory, possession or tribunal applicable to Guarantor.

Section 16. Successors and Assigns. This Guaranty is for the benefit of Lender and its successors and assigns, and, in the event of an assignment of the Guaranteed Obligations in accordance with the provisions of the Loan Agreement, or any part thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty is binding on Guarantor, and its successors and permitted assigns; provided that, Guarantor may not assign its obligations under this Guaranty without obtaining Lender’s prior written consent, and any assignment purported to be made without Lender’s prior written consent shall be null and void.

Section 17. Loan Agreement. The Loan Agreement, and all of the terms thereof, are incorporated herein by reference, the same as if stated verbatim herein, and Guarantor agrees that Lender may exercise any and all rights granted to it under the Loan Agreement and the other Loan Documents without affecting the validity or enforceability of this Guaranty.

Section 18. Amendments. No amendment or waiver of any provision herein nor consent to any departure therefrom by Guarantor shall be effective unless the same shall be in writing and signed by Lender, and then, such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 19. Setoff Rights. Lender shall have the right to set off and apply against this Guaranty or the Guaranteed Obligations or both, at any time and without notice to Guarantor, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Lender to Guarantor whether or not the Guaranteed Obligations is then due and irrespective of whether or not Lender shall have made any demand under this Guaranty. As security for this Guaranty and the Guaranteed Obligations, Guarantor hereby grants Lender a security interest in all money, instruments, certificates of deposit, and other property of Guarantor now or hereafter held by Lender, including, without limitation, property held in safekeeping. In addition to Lender’s right of setoff and as further security for this Guaranty and the Guaranteed Obligations, Guarantor hereby grants Lender a security interest in all deposits (general or special, time or demand, provisional or final) and all other accounts of Guarantor now or hereafter on deposit with or held by Lender and all other sums at any time credited by or owing from Lender to Guarantor. The rights and remedies of Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have.

Section 20. Time of Essence. Time shall be of the essence in this Guaranty Agreement with respect to all of Guarantor’s obligations hereunder

Section 21. Governing Law. This Guaranty is executed and delivered as an incident to a lending transaction negotiated and consummated in Franklin or Granville County, North Carolina, and shall be governed by and construed in accordance with the laws of the State of North Carolina. Borrower, for itself and its successors and assigns, hereby irrevocably (a) submits to the nonexclusive jurisdiction of the state and federal courts in North Carolina, (b) waives, to the fullest extent permitted by law, and objection that it may now or in the future have to the laying of venue of any litigation arising out of or in connection with any Loan Document brought in the state and federal courts in North Carolina, (c) waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in such court or that such court is an inconvenient forum, and (d) agrees that any legal proceeding against any party to this Guaranty arising out of or in connection with this Guaranty may be brought in one of the foregoing courts. Borrower agrees that, to the extent permitted by applicable law, service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified herein. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by law or shall limit the right of Lender to bring any action or proceeding against Guarantor or with respect to any of Guarantor’s property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Guarantor acknowledges that these waivers are a material inducement to Lender’s agreement to enter into agreements and obligations evidenced by the Loan Agreement, that Lender has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this section are irrevocable, meaning that they may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of the documents related in any manner to the transactions evidenced by the Loan Agreement. In connection with any litigation, this Guaranty may be filed as a written consent to a trial by the court.

Section 22. Waiver Of Right To Trial By Jury. TO THE EXTENT PERMITTED BY LAW, GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY BENEFICIARY IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS.

Section 23. No Oral Agreements. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature page to follow]

EXECUTED as of the first date herein set forth.

GUARANTY AGREEMENT 8

Exhibit 10.8

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is made as of the 22nd day of October, 2021 by and between Borrower and Lender, named below, and constitutes the agreement between Borrower and Lender with respect to the Loan and other matters described below:

WHEREAS, Borrower (or an affiliate of Borrower) is the owner (or will acquire simultaneously herewith) multiple parcels of real property located at 264 Holding-Young Road, Youngsville, NC, 3583 Goose Run, Oxford, NC, 8 Dogwood Drive, Franklinton, NC, 3675 Bruce Garner Road, Franklinton, NC and 73 Thompson Circle, Youngsville, NC (the “Property”); and

WHEREAS, Borrower has requested Lender to provide a loan in the amount of $1,500,000 for the acquisition of the Property and Lender has agreed to provide such loan (the Loan); and

WHEREAS, Lender has agreed to make the Loan to Borrower based on the terms and conditions set forth herein and in the Loan Documents.

NOW THEREFORE, in consideration of the Loan and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows (the foregoing recitals are expressly incorporated herein by this reference):

1. Borrower – Manufactured Housing Properties, Inc., a Nevada corporation (“Borrower”).

2. Lender – Metrolina Loan Holdings, LLC, a North Carolina limited liability company (“Lender”).

3. Loan – Subject to the terms and conditions of this Agreement, Lender agrees to make to Borrower, on the date hereof, a loan (the “Loan”) in the principal amount equal to $1,500,000.00 to be disbursed in one closing and, which when repaid cannot be re-borrowed.

4. Note – Borrower’s obligation to pay Lender the principal of and interest on the Loan shall be evidenced by the records of Lender and by the Promissory Note, dated as of the date hereof, executed by Borrower in favor of Lender in an original stated principal amount equal to the maximum amount of the Loan as described above (the “Note”, which term shall include any extensions, renewals, modifications, restatements or replacements thereof). The records of Lender with respect to the Loan shall constitute presumptive evidence of the amounts owed by Borrower to Lender with respect to the Loan.

5. Term – The Loan shall have a term of Eighteen (18) months.

6. Interest – The Loan shall bear interest at the rate or rates per annum specified in the Note and such interest shall be calculated in the manner specified in the Note. Borrower shall make monthly payments of interest and any other charges and shall pay the entire principal balance and all other charges in full to Lender on or before the Maturity Date.

7. Prepayment – The Loan shall not be prepaid within the first six (6) months of the Term without the payment of a yield maintenance fee in the amount of six (6) months interest in addition to any other sums due and owing (the “Yield Maintenance Fee”). Thereafter, the Loan may be prepaid at any time without penalty or fee.

8. Purpose – The Borrower will use the proceeds from the Loan for the purchase of the Property.

9. Collateral –

(a) Lender shall receive a guaranty of the Loan signed and issued by Raymond M. Gee.

10. Conditions to the Loan – At the time of the making of the Loan by Lender to Borrower under this Agreement, the following conditions shall have been fulfilled to Lender’s satisfaction and Lender shall not be obligated hereunder to make the Loan unless all such conditions have been so fulfilled or expressly waived in writing by Lender (Lender may also allow such conditions, in its discretion, to be satisfied post-closing):

(a) This Agreement, the Note, Guaranty, and the Deed of Trust (together with any other agreement, instrument or document executed by Borrower with or in favor of Lender under or in connection herewith or therewith, or any extensions, renewals, refinancing, restructurings, modifications, restatements or replacements, in whole or in part, of or for any of the foregoing, collectively, the “Loan Documents”) shall have been duly executed and delivered by all required parties thereto and in form and substance satisfactory to Lender.

(b) Lender shall receive the following (each in form and substance satisfactory to Lender):

(i) Evidence of the perfection of Lender’s liens on the Collateral as well as satisfactory evidence of the absence of any other liens on the Collateral other than the Senior Secured Loan and any other liens expressly permitted hereunder;

(ii) Evidence that the Borrower (and each affiliated entity set forth herein) is validly existing and in good standing and that Borrower has the right and authority to enter into the Loan Documents;

(iii) Evidence of casualty insurance, liability insurance and loss of rents insurance on the Borrower and upon closing of the Property, covering the Property, the Project and Collateral all being satisfactory to Lender;

(iv) Copy of the closing statement for the purchase of the Property;

(v) Evidence of the fee simple and marketable title to the Property in the name of Borrower;

(vi) documents reasonably required to grant Lender a valid and existing second secured deed of trust in and to the Property;

(vii) Such other documents, certificates, approvals or filings as Lender may reasonably request.

(c) There shall then exist no Event of Default under the Loan Documents or this Agreement (or other event which, with the giving of notice or passage of time, or both, would constitute such an Event of Default).

(d) All representations and warranties by Borrower and any guarantor (collectively, the “Loan Parties”) in each of the Loan Documents shall be true and correct in all material respects.

(e) There shall have been no material adverse change in the financial condition, operations, assets, liabilities, business, management, control or prospects of any such Loan Party.

(f) The advance to be made under the Loan and the use of the proceeds thereof shall not violate any applicable law, regulation, injunction or order of any government or court.

(g) Borrower shall have reimbursed Lender for all costs and expenses, including reasonable fees and disbursements of counsel for Lender, incurred by Lender for the negotiation and preparation of the Loan Documents and in making the Loan, including any extensions, modifications or amendments thereto.

11. Representations and Warranties – Borrower hereby represents and warrants to Lender:

(a) Borrower has all requisite power and authority to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder.

(b) Neither this Agreement nor any other document furnished to Lender by or on behalf of any Loan Party in connection with the Loan contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not materially misleading.

(c) Each Loan Party is in compliance with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(d) No Loan Party (a) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001: Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)); (b) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2; or (c) is a Person on the list of Specially Designated Nationals and Blocked Persons to subject or the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

12. Borrower Covenants – Borrower agrees to comply with the following covenants so long as this Agreement is in effect:

(a) Borrower also shall promptly provide Lender with such other information relating to Borrower or the Collateral as Lender may request from time to time.

(b) Borrower agrees that it shall, at its expense and upon the request of Lender, duly execute and deliver, or cause to be duly executed and delivered, to Lender such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Lender to carry out more effectively the provisions and purposes of this Agreement and each other Loan Document.

13. Events of Default and Remedies –

(a) Each of the following events shall constitute an Event of Default under this Agreement:

(i) Failure by Borrower to make any payment with respect to the Loan or other obligation under the Loan Documents (whether principal, interest, fees or other amounts) when and as the same becomes due and payable (whether at maturity, on demand, or otherwise); or

(ii) Any Loan Party shall (t) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee or liquidator of such Loan Party or of all or a substantial part of the property of such Loan Party; (u) admit in writing the inability of such Loan Party, or be generally unable, to pay the debts of such Loan Party as such debts become due; (v) make a general assignment for the benefit of the creditors of such Loan Party; (w) commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect); (x) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; (y) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against such Loan Party in an involuntary case under the Bankruptcy Code; or (z) take any action for the purpose of effecting any of the foregoing; or

(iii) A proceeding or case shall be commenced, without the application of any Loan Party, in any court of competent jurisdiction, seeking (x) the liquidation, reorganization, dissolution, winding-up or composition or readjustment of debts of such Loan Party; (y) the appointment of a trustee, receiver, custodian, liquidator or the like of such Loan Party or of all or any substantial part of the assets of such Loan Party; or (z) Similar relief in respect of such Loan Party under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment or decree, or any order for relief against such Loan Party shall be entered in an involuntary case or proceeding under the Bankruptcy Code; or

(iv) Any representation or warranty made by Borrower herein or by any Loan Party in any of the other Loan Documents shall be false or misleading in any material respect on the date as of which made (or deemed made); or

(v) Any default by Borrower Shall occur in the performance or observance of any term, condition or provision contained in this Agreement and not referred to in clauses (i) through (iv) above, which default shall continue for ten (10) days after the earlier of the date Borrower acquires knowledge thereof or Lender gives Borrower written notice thereof; or

(vi) Any material provision of this Agreement or any other Loan Document shall at any time for any reason cease to be valid and binding in accordance with its terms on any Loan Party which executed it, or the validity, enforceability, or priority thereof shall be contested by any Loan Party, or any Loan Party shall terminate or repudiate (or attempt to terminate or repudiate) any Loan Document executed by it; or

(vii) The occurrence of an Event of Default under (and after giving effect to any notice and/or cure rights expressly provided in) any of the other Loan Documents; or

(viii) Default in the payment of principal of or interest on any other obligation of any Loan Party for money borrowed, including without limitation any default in any loan term on the Senior Secured Loan for the Project (or any obligation under any conditional sale or other title retention agreement or any obligation secured by purchase money mortgage or deed to secure debt or any obligation under notes payable or drafts accepted representing extensions of credit or on any capitalized lease obligation) including without limitation the Senior Secured Loan, or default in the performance of any other agreement, term or condition contained in any indenture or agreement under which any such obligation is created, guaranteed or secured if the effect of such default is to cause such obligation to become due prior to its stated maturity; or

(ix) Default in the payment of principal of or interest on any obligation of any Loan Party for money borrowed or equipment leased from Lender or any affiliate of Lender (other than the Loan) or default in the performance of any other agreement, term, or condition contained in any agreement under which any such obligation is created, guaranteed or secured if the effect of such default is to entitle Lender to then cause such obligation to become due prior to its stated maturity (the parties intend that a default may constitute an Event of Default under this paragraph (x) even if such default would not constitute an Event of Default under paragraph (ix) immediately above); or

(x) The death or termination of Borrower or Guarantor; provided that the death of Borrower shall not constitute an Event of Default if the estate of Borrower or a person acceptable to Lender its sole discretion assumes all obligations of Borrower under the Loan Documents; or

(xi) Any material adverse change in any Loan Party’s financial condition, assets, operations or prospects or means or ability to perform under the Loan Documents executed by it.

(b) Upon the occurrence and during the continuation of an Event of Default, Lender may, in its sole discretion, exercise one or more of the following remedies:

(i) By written notice to Borrower, declare the principal of and any accrued interest on the Note and all other obligations under this Agreement or the other Loan Documents, to be, and whereupon the same shall become, immediately due and payable, and the same shall thereupon become due and payable without further demand, presentment, protest or notice of any kind, all of which are hereby expressly waived by Borrower; and

(ii) Without prior notice to Borrower, hold and set off against any or all obligations as may be then due and owing as Lender may elect any balance or amount to the credit of Borrower in any deposit, reserve or other account of any nature whatsoever maintained by or on behalf of Borrower with Lender at any of its offices, regardless of whether such account is general or special; and

(iii) Exercise all or any of its rights and remedies as it may otherwise have under any of the other Loan Documents or any applicable law;

provided, however, that upon the occurrence of an Event of Default specified in Section 12(a)(ii) or Section 12(a)(iii) above (each, a “Bankruptcy Event of Default”), the result which would occur upon the giving of notice pursuant to Section 12(b)(i) and Section 12(b)(ii) above shall occur automatically without the giving of any such notice. No failure or delay on the part of Lender to exercise any right or remedy hereunder or under the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any further exercise thereof or the exercise of any further right or remedy hereunder or under the Loan Documents. No exercise by Lender of any remedy under the other Loan Documents shall operate as a limitation on any rights or remedies of Lender under this Agreement, except to the extent of moneys actually received by Lender under the other Loan Documents.

14. Miscellaneous —

(a) This Agreement is entered into and intended to be performed in the State of North Carolina, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of North Carolina without regard to principles of conflicts of laws thereof. Unless otherwise specified or defined herein, all terms used in this Agreement shall have the respective meanings given such terms, if any, in the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of North Carolina.

(b) This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective heirs, legal representatives, successors and assigns, but Borrower may not assign or transfer any of its rights or obligations hereunder without the express prior written consent of Lender.

(c) This Agreement may not be waived or amended except by a writing signed by an authorized officer of Lender.

(d) This Agreement shall be effective on the date on which Borrower and Lender have signed one or more counterparts of it and Lender shall have received the same. At such time as Lender is no longer obligated under this Agreement to make any further advances under the Loan and all principal, interest or other amounts owing with respect to the Loan and all other obligations under the Loan Documents have been finally and irrevocably repaid in full (other than contingent indemnification obligations) by Borrower to Lender, this Agreement may be terminated by Lender and Borrower upon written agreement; provided that the provisions of Sections 6 and 14(d), (h), (i) and (j) of this Agreement shall survive any such termination.

(e) This Agreement and the other Loan Documents constitute the entire agreement among Borrower and Lender with respect to the Loan and the Collateral and supersede all prior agreements, negotiations, representations or understandings between or among such parties with respect to such matters.

(f) This Agreement may be executed in one or more counterparts.

(g) All pronouns used herein include all genders and all singular terms used herein include the plural (and vice versa).

(h) Borrower agrees to: (i) pay all costs and expenses of Lender incurred in connection with its negotiation, structuring, documenting, closing, administration or modification of, or in connection with the preservation of Lender’s rights under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement or any other Loan Document or any instruments referred to therein or any amendment, waiver or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel for Lender and (ii) pay and hold Lender harmless from and against any and all present and future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, any Note or any other Loan Documents, any Collateral described therein or any payments due thereunder.

(i) In addition to the other amounts payable by Borrower under this Agreement (including, without limitation, subsection (j) above), Borrower hereby agrees to pay and indemnify Lender from and against all claims, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which Lender may (other than as a result of the gross negligence or willful misconduct of Lender as determined by a court of competent jurisdiction by final and non-appealable judgment) incur or be subjected to as a consequence, directly or indirectly, of (i) any actual or proposed use of any proceeds of the Loans or any Loan Party’s entering into or performing under any Loan Document; (ii) any breach by any Loan Party of any representation, warranty, covenant or condition in, or the occurrence of any other default under, this Agreement or any of the other Loan Documents, including without limitation all reasonable attorneys’ fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any such breach or default; (iii) Lender’s holding any lien or security interest on or administering any of the Collateral; or (iv) any suit, investigation or proceeding as to which Lender is involved as a consequence, directly or indirectly, of its execution Of this Agreement or any of the other Loan Documents, the making of any Loan, the holding of any lien or security interest on any of the Collateral or any other event or transaction contemplated by this Agreement or any of the Loan Documents.

(j) Nothing contained in this Agreement or the other Loan Documents shall establish any fiduciary, partnership, joint venture or similar relationship between or among Lender, on the one hand, and Borrower or any other Loan Party, on the other hand.

15. USA PATRIOT Act Notice — Lender hereby notifies each of the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow Lender to identify such Loan Party in accordance with the Act. Each Loan Party shall, promptly following a request by Lender, provide all documentation and other information that Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act,

16. Notices —

(a) All notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third business day after the date deposited into the mails or if delivered, upon delivery.

(b) Any agreement of the Lender herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Lender shall be entitled to rely on the authority of any person purporting to be a person authorized by the Borrower to give such notice and the Lender shall not have any liability to the Borrower or other person on account of any action taken or not taken by the Lender in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loan and all other obligations under the Loan Documents shall not be affected in any way or to any extent by any failure of the Lender to receive written confirmation of any telephonic or facsimile notice or the receipt by the Lender of a confirmation which is at variance with the terms understood by the Lender to be contained in any such telephonic or facsimile notice.

17. Jurisdiction, Consent to Service of Process —

(a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of Western District of North Carolina, and of any state court of the State of North Carolina located in Mecklenburg County, North Carolina and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such North Carolina state court or, to the extent permitted by applicable law, such federal court. Each of the parties hereto agrees that a final judgment in any such 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 Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(b) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (a) of this Section 17 and brought in any court referred to in paragraph (a) of this Section 17. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 16. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

LOAN AGREEMENT

SIGNATURE PAGE

EXHIBIT A

LEGAL DESCRIPTION

Not applicable

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Exhibit 10.9

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned MANUFACTURED HOUSING PROPERTIES, INC., a Nevada corporation (hereinafter collectively referred to as “Borrower”), hereby promises to pay to the order of METROLINA LOAN HOLDINGS, LLC, a North Carolina limited liability company (hereinafter referred to as “Lender”), at such place as Lender may designate, the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), together with interest on so much of the principal balance of this Promissory Note as may be outstanding and unpaid from time to time, at the rate per annum indicated below. Capitalized terms shall have the meanings as defined herein or, if not defined herein, the meanings ascribed to such terms in the Loan Agreement (as defined below). This Promissory Note (this “Note”) is subject to the following terms and conditions:

The unpaid principal balance of this Note, before the Maturity Date, shall bear interest at the rate of eighteen percent (18%) per annum calculated on the basis of a 365-day year. Thereafter and upon the event of a default, the unpaid principal balance of this Note shall bear interest at the rate of twenty four percent (24%) per annum calculated on the basis of a 365-day year (the “Default Rate”).

Commencing on November 1, 2021 and continuing thereafter through and including April 1, 2023 (the “Maturity Date”) or until paid in full, interest shall be paid in monthly installments due on or before the First day of each and every month, calculated as set forth in this Note and in the Loan Agreement (as defined below). All unpaid principal and accrued interest under this Note are due and payable in full on the Maturity Date or any earlier date specified in this Note or in the Loan Agreement. If any amounts under this Note are not paid in full on or before the Maturity Date, all interest thereafter accruing shall be payable immediately upon accrual. Notwithstanding anything to the contrary herein, if the due date of any payment of principal or interest under this Note shall be a day that is not a business day, the due date shall be extended to the next succeeding business day.

Borrower shall pay a late payment fee of five percent (5%) of any principal or interest installment payment hereunder which is not paid within five (5) days after such payment is due. In the event Borrower shall fail to pay when due any payment due hereunder, including payment in full on the Maturity Date, then Borrower shall be in default hereunder and Lender may declare the entire principal balance, interest, late fees and all amounts due hereunder to be due and payable immediately.

All payments or prepayments on this Note shall be applied, first, to interest accrued on this Note through the date of such payment or prepayment and then to principal. During the first six (6) months of this Note, any prepayment of this Note shall require the Yield Maintenance Fee as set forth in the Loan Agreement. Thereafter, Borrower may prepay the principal balance of this Note in whole or in part at any time without premium or penalty.

This Note is executed and delivered in connection with the Loan Agreement, dated as of the date hereof, between Borrower and Lender (the “Loan Agreement” which term includes any amendments, supplements, restatements or replacements thereof), and this Note is the Note described therein. This Note is secured by any Collateral and is entitled to the benefits and remedies of the Loan Agreement and the other Loan Documents described therein. The occurrence of any Event of Default under (and as such term is defined in) the Loan Agreement or any other Loan Document shall also constitute an Event of Default by Borrower under this Note.

In no event shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest allowed by applicable law and, in the event any such excess payment is made by Borrower or received by Lender, such excess sum shall be credited as a payment of principal (or if no principal shall remain outstanding, shall be refunded to Borrower). It is the express intent hereof that Borrower not pay and Lender not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law. All interest (including all charges, fees or other amounts deemed to be interest) which is paid or charged under this Note shall, to the maximum extent permitted by applicable law, be amortized, allocated and spread on a pro rata basis throughout the actual term of this Note and any extension or renewal hereof.

Time is of the essence of this Note. Demand, presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by each and every maker, guarantor, surety and other person or entity primarily or secondarily liable on this Note. Lender shall not be deemed to waive any of its rights under this Note unless such waiver is in writing and signed by Lender. No delay or omission by Lender in exercising any of its rights under this Note shall operate as a waiver of such rights and a waiver in writing on one occasion shall not be construed as a consent to or a waiver of any right or remedy on any future occasion.

This Note shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina (without giving effect to its conflicts of law rules). 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 only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

Words importing the singular number hereunder shall include the plural number and vice versa, and any pronoun used herein shall be deemed to cover all genders. The term “Person” as used herein means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust or other entity, or any government or any agency or political subdivision thereof. The term “Lender” as used herein shall include transferees, successors and assigns of Lender, and all rights of Lender hereunder shall inure to the benefit of its transferees, successors and assigns. All obligations of Borrower hereunder shall bind such Person’s heirs, legal representatives, successors and assigns but Borrower may not assign or transfer any of its rights or obligations hereunder without the express prior written consent of Lender.

Jurisdiction; Consent to Service of Process

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of Western District of North Carolina, and of any state court of the State of North Carolina located in Mecklenburg County, North Carolina and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such North Carolina state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such 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 Note shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Note against the Borrower or its properties in the courts of any jurisdiction.

The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in this Section and brought in any court referred to in this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each party to this Note irrevocably consents to the service of process in the manner provided for notices in Section 16 of the Loan Agreement. Nothing in this Note will affect the right of any party hereto to serve process in any other manner permitted by law.

IN WITNESS WHEREOF, the undersigned Borrower has executed and delivered this Note by and through its duly authorized officer or other representative, all as of the day and year first above set forth.

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