EXhibit 10.1

LOAN AGREEMENT

THIS LOAN AGREEMENT is entered into effective as of November 12, 2021, by and between SPRINGLAKE MHP LLC, a Georgia limited liability company (“Borrower”), and FIRSTBANK, a Tennessee corporation (“Lender”).

RECITALS

A.     Borrower owns all or substantially all of the assets of the owner of the Springlake Manufactured Home Community, located at 918 Collins Avenue and 104 South Cambridge Drive, Warner Robins, Georgia 31093 (the “Community”), including, without limitation, (i) the Premises (as defined herein), (ii) those manufactured or mobile homes identified on Exhibit A attached hereto (each a “Home,” and collectively, the “Homes”), and those leases of the lots within the Community and of the Homes, with or without option to purchase, to tenants of the Community (each a “Tenant,” and collectively, the “Tenants”) (individually, a “Lease,” and collectively, the “Leases”, and together with any and all other documents, agreements or instruments executed and delivered by the Tenant under such Lease in connection with the entering into such Lease, the “Lease Documents”); and

B.      Borrower and Lender desire to enter into this Agreement in order to set forth the terms, provisions and conditions governing the credit availability and the disbursement of the proceeds described herein.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. For the purposes of this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

“Advance” means any and all extensions of credit made pursuant to this Agreement, the Note, or any Loan Document, including any renewal, amendment, extension or modification thereof. The terms “Advance” and “Loan” (or the plural forms thereof) are used interchangeably in this Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliated Home Owner” means Gvest Springlake Homes LLC, a Delaware limited liability company.

“Affiliated Home Owner Loan” means the Debt owed by Affiliated Home Owner to Lender evidenced by that certain Promissory Note of even date herewith made by Affiliated Home Owner payable to the order of Lender in the maximum principal amount of $2,000,000.00.

“Agreement” means this Loan Agreement, including all exhibits hereto, as the same may be amended, modified or supplemented from time to time.

“Assignment of Management Agreement” means that certain Assignment of Management Agreement executed by the managing agent of Borrower’s manufactured housing business operated upon the Premises in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

“Assignment of Ownership” means that certain Assignment of Ownership Interests executed by all owners of Borrower in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks are authorized to close under the laws of the State of Tennessee.

“Closing Date” means the date first above written, or on such other date as the parties elect.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Conditions Precedent” means those matters or events that must be completed or must occur or exist prior to Lender’s being obligated to fund the Advance, including, but not limited to, those matters described in Article III hereof.

“Debt” means, with respect to any Person, all obligations of such Person, contingent or otherwise, which in accordance with GAAP would be classified on a balance sheet of such Person as liabilities of such Person, but in any event including (a) liabilities secured by any mortgage, pledge or lien existing on Property owned by such Person and subject to such mortgage, pledge or lien, whether or not the liability secured thereby shall have been assumed by such Person, (b) all indebtedness and other similar monetary obligations of such Person, (c) all guaranties, obligations in respect of letters of credit, endorsements (other than endorsements of negotiable instruments for purposes of collection in the ordinary course of business), obligations to purchase goods or services for the purpose of supplying funds for the purchase or payment of Debt of others and other contingent obligations in respect of, or to purchase, or otherwise acquire, or advance funds for the purchase of, Debt of others, (d) all obligations of such Person to indemnify another Person to the extent of the amount of indemnity, if any, which would be payable by such Person at the time of determination of Debt, and (e) all obligations of such Person under capital leases.

“Deed of Trust” means that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender upon the Property described therein.

“Default” means the occurrence of any event which except for the passage of time or the delivery of notice with an opportunity to cure would be an Event of Default.

“Default Rate” shall mean the maximum lawful rate of interest permitted by law. The term “maximum lawful rate of interest” as used herein shall mean a rate of interest equal to the higher or greater of the following: (a) the “applicable formula rate” defined in Tennessee Code Annotated Section 47-14-102(3), or (b) such other rate of interest as may be charged under other applicable laws or regulations.

“Environmental Indemnity” means that certain Environmental Indemnity Agreement executed by Borrower and Guarantors in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

“Environmental Laws” has that meaning ascribed thereto in the Environmental Indemnity.

“Event of Default” means the occurrence of any event or condition specified in Article VI hereof.

“GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants.

“Guarantors” means, collectively, Manufactured Housing Properties, Inc., a Nevada corporation, Raymond M. Gee, and any other guarantor, surety, or accommodation party with respect to the Loan, and any heir or permitted successor or assign of the foregoing; individually, each is a “Guarantor.”

“Guaranty” means, individually and collectively, any guaranty agreement, from a Guarantor to Lender.

“Hazardous Substances” has that meaning ascribed thereto in the Environmental Indemnity.

“Indebtedness” means any and all amounts and liabilities of any nature owing or to be owing by Borrower to Lender from time to time, including, without limitation, the Obligations, all fees, expenses, indemnification and reimbursement payments, indebtedness, liabilities, and obligations of Borrower to Lender, whether now existing or hereafter incurred, liquidated or unliquidated, direct or contingent, joint or several, matured or unmatured, and whether in connection with this Agreement or otherwise, or in connection with loans, participation interests, drafts, notes, banker’s acceptances, letters of credit, guarantees, or overdrafts of any of Borrower’s checking, savings, or other accounts maintained with Lender.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute, or contract, and including, but not limited to, the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale, work performed or material supplied upon the Premises, or trust receipt or a lease, consignment, or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting the Property, except for the Permitted Encumbrances set forth in the Deed of Trust. For the purposes of this Agreement, Borrower shall be deemed to be the owner of any Property that Borrower has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“Loan” shall have the meaning set forth in Section 2.1.

“Loan Documents” means, collectively, each document, paper or certificate executed, furnished or delivered in connection with this Agreement (whether before, on, or after the Closing Date), including, without limitation, this Agreement, the Note, the Security Documents, the Guaranty, the Environmental Indemnity, and all other documents, certificates, reports, and instruments that this Agreement requires or that were executed or delivered (or both) at Lender’s request, all as the same may be amended, modified or supplemented from time to time.

“Material Adverse Effect” or “Material Adverse Change” shall mean any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, resulting in the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower being affected in such a manner as is likely to impair (a) the ability of the Borrower or the Guarantors to perform any of their respective obligations under the Loan Documents, (b) the rights and remedies of the Lender under any of the Loan Documents, or (c) the legality, validity or enforceability of any of the Loan Documents.

“Maturity Date” means that “Maturity Date” as provided in the Note.

“Note” means that certain $4,016,250.00 Promissory Note issued of even date herewith by Borrower to the order of Lender, as the same may be amended, modified or supplemented from time to time.

“Obligations” means the obligations and undertakings of Borrower to: (a) pay the Indebtedness; (b) pay the principal of and interest on the Note in accordance with the terms thereof, including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency reorganization or like proceeding relating to the Borrower whether or not claim for post-filing or post-petition interest is allowed in such proceeding, and to satisfy all other liabilities and obligations, reimbursement obligations, fees, expenses, indemnification, and reimbursement payments costs and expenses, including all reasonable fees and expenses of counsel to Lender, incurred pursuant to this Agreement or any other Loan Document, whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals extensions modifications or refinancings thereof; (c) repay to Lender all amounts advanced by Lender hereunder, under the Loan Documents or otherwise on behalf of Borrower, including, without limitation, advances for overdrafts, principal or interest payments to secured parties, mortgagees, or lienors, and for taxes, levies, insurance, rent, repairs to the Premises, or expenses related to actions to comply with Environmental Laws; (d) perform all obligations, duties and covenants owing, arising or due from Borrower to Lender of any kind or nature, present or future, howsoever created, which arise under any Loan Document, whether direct or indirect, now existing or hereafter incurred; and (e) to reimburse Lender, on demand, for all of Lender’s costs and expenses as further described herein.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization, government, or any agency or political subdivision thereof, or any other form of entity.

“Premises” means the real property and improvements located at 918 Collins Avenue and 104 South Cambridge Drive, Warner Robins, Georgia 31093, as further described as the “Mortgaged Property” in the Deed of Trust.

“Principal Office” means the principal office of Lender located at 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902.

“Property” or “Properties” means any interest in any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, and includes, without limitation, the Premises, the Homes, and the Leases and Lease Documents.

“Security Documents” means any and all security agreements, deeds of trust, mortgages, assignments of rents and leases, pledge agreements, or any other agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, creating, evidencing or providing security at any time for the Obligations, including, without limitation, the Deed of Trust, the Assignment of Ownership, and the Assignment of Management Agreement.

“Title Policy” means that certain loan policy of title insurance, issued on the date the Deed of Trust is first recorded in the applicable real property records by Stewart Title Guaranty Company (File/Commitment No. _________________), in the amount of the Note with Lender named as the insured thereunder, and insuring the first priority lien of the Deed of Trust against the Premises, containing only exceptions which are approved by Lender and such endorsements as requested by Lender.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Tennessee, as it may be amended from time to time; provided that, if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of a security interest in any Property is governed by the Uniform Commercial Code in effect in another jurisdiction, then “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for this limited purpose of perfection.

Section 1.2 References. Where the context requires, the use of singular numbers or pronouns shall include the plural and vice versa, and the use of pronouns of any gender shall include any other gender.

ARTICLE II
THE LOAN

Section 2.1 Loan. Subject to the Conditions Precedent and pursuant to the terms of the Loan Documents, Lender agrees to make a single Advance to Borrower pursuant to the Note up to FOUR MILLION SIXTEEN THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($4,016,250.00). Interest shall accrue on the outstanding principal balance of the Loan as set forth in the Note. All terms and provisions of repayment shall be as set forth in the Note.

Section 2.2 Purpose of Loan. The proceeds of the Loan shall be used by Borrower for the refinance of the Premises.

Section 2.3 Prepayments. Borrower may at any time and from time to time, prepay all or part of the outstanding principal balance of the Note, subject to the payment of certain exit fees as described below. Payments under this Section may be applied to the obligations of Borrower to Lender in the order and manner as the Lender in its discretion may determine.

(a) In the event Borrower prepays the Note at any time on or prior to the first annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 3.00% of the principal amount being prepaid on the Note.

(b) If the prepayment occurs after the first annual anniversary of the date of the Note but on or prior to the second annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 2.00% of the principal amount being prepaid on the Note.

(c) If the prepayment occurs after the second annual anniversary of the date of the Note but on or prior to the third annual anniversary of the date of the Note, Borrower shall pay, at the time of prepayment, pay to Lender an exit fee equal to 1.00% of the principal amount being prepaid on the Note.

(d) At any time following the third annual anniversary of the date of the Note, Borrower may prepay all or any part of the Note without penalty or premium.

(e) In addition, at the time of prepayment, all unpaid accrued interest due on the amount prepaid shall be paid in full.

Section 2.4 Payments to Principal Office; Debit Authority. The payments under the Note (including any prepayment and payment of interest) shall be made to Lender at its Principal Office for the account of Lender in United States dollars and in immediately available funds. Borrower hereby agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Lender may otherwise have, Lender shall be entitled, at its option, to offset balances held by Lender at any of its offices against any principal of or interest on the Obligations hereunder which is not paid when due by reason of a failure by Borrower to make any payment when due to Lender (regardless whether such balances are then due to Borrower), in which case Lender shall promptly notify Borrower, provided that its failure to give such notice shall not affect the validity thereof.

Section 2.5 Usury. Lender and Borrower intend to conform strictly to applicable usury laws as presently in effect. Accordingly, Borrower and Lender agree that, notwithstanding anything to the contrary herein or in any agreement executed in connection with or as security for this Agreement, the sum of all consideration that constitutes interest under applicable law which is contracted for, charged, or received in connection herewith shall under no circumstance, including without limitation any circumstance in which the Obligations have been accelerated or prepaid, exceed the maximum lawful rate of interest permitted by applicable law. Any excess interest shall be credited to the outstanding Obligations or, if the Obligations shall have been paid in full, refunded to Borrower, by the holder hereof.

Section 2.6 Limitation of Advance. The Loan shall not exceed the lesser of (a) $4,016,250.00, or (b) seventy-five percent (75%) of the lesser of (i) the “as-is” appraised value of the Premises, or (ii) the purchase price of the Premises.

ARTICLE III
CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Advance. The obligation of Lender to make the Advance to Borrower is subject to the Conditions Precedent that Lender shall have received all of the following, in form and substance satisfactory to Lender and its legal counsel:

(a) Closing Statement. A copy of a detailed closing statement in a form and substance acceptable to Lender and executed by Borrower, which includes a complete description of Borrower’s sources and uses of funds on the Closing Date;

(b) Executed Loan Documents. The Loan Documents duly executed by the applicable parties;

(c) Resolutions/Consents. A copy of the resolutions or written consents of Borrower, approving the Loan, and authorizing the execution and delivery of the Loan Documents;

(d) Organizational Documents. A copy of the articles of organization and operating agreement, with all amendments thereto, of Borrower;

(e) Certificate of Existence. Certified certificate of existence for Borrower from the applicable Secretary of State;

(f) Existence and Authority of Guarantor, Managers, Owners. Those items, documents, and certificates set forth in subsections (c) through (e) above for any entity Guarantor, entity manager of Borrower, and any entity owner, shareholder, and/or member of Borrower;

(g) Copies of Management Agreement. Copies of all fully executed management agreements related to the Premises or the operation and management of Borrower’s business on the Premises, with all statements, schedules, and exhibits, and all amendments thereto, along with an assignment thereof to Lender duly executed by the applicable parties;

(h) Reserved.;

(i) Opinion of Counsel. An opinion of counsel for Borrower, Guarantors, and Borrower’s manager (which counsel must be satisfactory to the Lender) with respect to such legal matters relating hereto as the Lender may request;

(j) UCC, Bankruptcy, Judgment, Tax and Liens Search. If requested by Lender, a UCC, bankruptcy, judgment, tax, and Lien search on Borrower, Guarantors, and the Property;

(k) Financial Statements; Tax Returns. Financial statements and most recent tax returns of Borrower and Guarantors in form and substance acceptable to Lender and verification of liquidity for each Guarantor;

(l) Title Insurance. The Title Policy (or a binding commitment from the title insurer to issue the same) with respect to the Premises dated as of the Closing Date and in the form and manner required hereunder, and evidence that all premiums, fees and expenses in respect thereof have been paid;

(m) Flood Certification. A flood certification report covering the Premises;

(n) Appraisal. A current appraisal of the Premises, along with a review of such appraisal;

(o) Survey. A copy of a current ALTA Land Title Survey with the current “minimum standard detail” and such additional “Table A” requirements as Lender may reasonably request all certified to Lender and the title insurer;

(p) Environmental Report. A copy of a Phase 1 Environmental Report in respect of the Premises that is reasonably satisfactory to Lender, together with a reliance letter confirming that Lender may rely fully on the contents thereof;

(q) Additional Reports. A copy of any environmental, soil, traffic, feasibility, or like reports or studies obtained by Borrower or on Borrower’s behalf in connection with the Premises;

(r) Evidence of Insurance and/or Bond. Satisfactory evidence of all insurance required under Section 5.1(f) hereof;

(s) Lot Lease. The form Lease to be used for all future leases of lots within the Community as approved by Lender (the “Approved Lot Lease”);

(t) Home Lease. The form Lease to be used for all future leases of Homes as approved by Lender (the “Approved Home Lease”);

(u) Guidelines. The application, screening, underwriting, credit, and/or review criteria determined by Borrower in the exercise of Borrower’s prudent business judgment to qualify Tenants as approved by Lender (“Guidelines”), or as otherwise approved in writing;

(v) Loan Fee. A loan fee equal to $40,162.50;

(w) Costs and Expenses. Satisfactory evidence that all costs and expenses required under Section 5.1(m) hereof have been paid in full;

(x) Operating Account. Satisfactory evidence that Borrower has established and funded an operating account with Lender;

(y) Additional Funds. Satisfactory evidence that all additional funds required to refinance the Premises shall have been provided (or will be provided) by Borrower at Closing;

(z) Releases. Such payoffs, releases, termination statements, and subordination, nondisturbance and attornment agreements required by Lender to assure its priority interest in the Property and the Premises; and

(aa) Other. Such other approvals, opinions, documents or instruments as the Lender may reasonably request, including, without limitation, any of document requested or required by Lender or Lender’s counsel on any pre-Closing checklists, certificates, or questionnaires.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

As an inducement to Lender to enter into this Agreement and to extend credit hereunder, Borrower represents and warrants to Lender that as of the date of the execution of this Agreement:

Section 4.1 Existence and Qualification. Borrower is a duly organized, validly existing limited liability company in existence under the laws of the State of Georgia.

Section 4.2 Power and Authorization. Borrower has the requisite power and authority to own its Property and to transact the business in which Borrower is now engaged, or proposes to be engaged in, and is duly authorized and empowered to execute and deliver, and to perform and observe the terms and provisions of, this Agreement and the other Loan Documents executed, or to be executed by Borrower, and to carry out the transactions contemplated hereby and thereby. All action on Borrower’s part required to be taken for the due execution, delivery and performance of this Agreement and the other Loan Documents has been duly and effectively taken.

Section 4.3 Validity of Loan. This Agreement constitutes, and each of the other Loan Documents when executed, acknowledged and delivered, as appropriate, will constitute the legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Section 4.4 Title to Property; Priority. Borrower has good and marketable title to the Premises and the Properties. With the exception of Liens in favor of Lender and the Permitted Encumbrances set forth in the Deed of Trust, Borrower is the owner of its Properties, including without limitation the Premises, Homes, and Leases, free and clear from any lien, security interest, or encumbrance.

Section 4.5 No Default, Legal Bar or Resultant Lien. The execution, delivery and performance by Borrower of this Agreement, the other Loan Documents, and the consummation of the transactions contemplated herein and therein, does not and will not: (a) contravene any provisions of its articles of organization or operating agreement; (b) cause Borrower to be in default under or violate any provision of any law, ordinance, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having application to Borrower or to any of its Properties; (c) result in any breach of, or constitute any default under any agreement, contract, lease or instrument to which Borrower is a party or by which Borrower or any of its Properties may be bound or affected; or (d) result in, or require, the creation or imposition of any lien upon or with respect to any of the Property now owned or hereafter acquired by Borrower other than those liens contemplated by the Loan Documents.

Section 4.6 No Consent. With respect to the execution, delivery and performance of this Agreement and the other Loan Documents, Borrower does not and will not require any registration with, consent or approval of, notice to, or action by, any other Person or court, including, without limitation, any regulatory authority, governmental body, or court of the United States or of any state thereof, or any political subdivision of the United States or of any state thereof.

Section 4.7 Financial Statements. The financial statements for Borrower delivered to Lender in connection herewith are true, complete and correct in all material respects, and fairly and accurately reflect the assets, liabilities, financial condition and the results of the operations of Borrower as of and for the periods set forth therein, and are consistent with past practices. There have been no Material Adverse Changes in the assets, liabilities, business, or operations of Borrower since the date of the most recent financial statements of Borrower delivered to Lender. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the normal course of Borrower’s business, Borrower has no other Debt.

Section 4.8 No Judgments/Litigation. There are no outstanding or unpaid judgments against Borrower. There are no legal, judicial, regulatory, administrative, or arbitration proceedings, investigations, or other claims, actions, suits or proceedings of any nature pending, or, to Borrower’s knowledge and not disclosed in writing to Lender, threatened against or affecting Borrower, and no event has occurred or condition exists, which with the giving of notice, or the passage of time, or both, could give rise to any such claims, actions, suits or proceedings, except claims, actions, suits or proceedings that are fully covered by insurance, or which, if adversely determined, would not have any Material Adverse Effect on the transactions contemplated by this Agreement or the documents executed or delivered pursuant hereto, or upon the business, properties, or condition (financial or otherwise) of Borrower, and would not impair the ability of any Borrower to perform all of its obligations under this Agreement and the other Loan Documents.

Section 4.9 Compliance with Laws. Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders of any governmental authority affecting Borrower or the Properties, including without limitation all Environmental Laws.

Section 4.10 Condition of Premises. On the Closing Date, the Property has not been damaged or injured as a result of any fire, explosion, accident, flood or other casualty.

Section 4.11 Tax Returns/Taxes. All federal, state and local tax returns of Borrower required to be filed have been filed, and all federal, state and local taxes, assessments, fees or other governmental charges imposed upon Borrower, which are due and payable, have been paid, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefore.

Section 4.12 Broker’s or Finder’s Fee. No broker’s or finder’s fee or commission is or will be payable in connection with this Agreement, the transactions contemplated hereby, or the transactions consummated with the Advances of the Loan. Borrower hereby agrees to save harmless and indemnify Lender from and against any claims, demands, actions, suits, proceedings, or liabilities, including Lender’s reasonable attorneys’ fees and costs of suit, arising out of or in connection with any such fee or commission.

Section 4.13 Insurance. All insurance required hereunder or within any Loan Document is currently in force and paid up.

Section 4.14 Continuing Representations and Warranties. All representations and warranties made by Borrower in this Agreement shall survive the making of the Advance contemplated hereby and the closing, execution, and delivery of this Agreement and the Loan Documents.

Section 4.15 Homes and Home Leases. Borrower represents and warrants: (a) that all information on any Collateral Pool Worksheet (as defined herein) is true and correct in all material respects; (b) that the VIN, serial numbers, HUD data label numbers, and descriptions of the Homes match in all material respects the same numbers and descriptions in the certificates of title (if applicable) and the Leases for such Homes; (c) that upon the Closing, each Home will be free and clear of all liens and security interests except a lien or security interest in favor of Lender; (d) that each Home is located on the lot in the designated Community set forth on the Collateral Pool Worksheet; (e) that the Tenant of each Home meets the Guidelines (as defined herein), or if exceptions to the Guidelines exist, such exceptions are accurately documented in the Lease Documents all in accordance with Borrower’s prudent business judgment and applicable law; (f) that for each Home, either Tenant or Borrower has physical damage insurance in an amount equal to or greater than the amount advanced (or to be advanced) by Lender for such Home and each such insurance policy names either Lender or Borrower, as the case may be, as an additional insured and/or loss payee; (g) as to lot Leases and Home Leases entered into after the Effective Date, that each Tenant leased the Home and lot pursuant to the terms of a fully executed Lease in the form of the Approved Lot Lease and Approved Home Lease; (h) that each Tenant executed only one original version of the Lease Documents, and, if requested by Lender, the original version of all Leases have been delivered to Lender’s physical possession; (i) that to Borrower’s knowledge, each Lease is genuine, legally valid and enforceable; (j) that each Lease is subject to no defense, counterclaim or set off; (k) that to Borrower’s knowledge, each Tenant is not a minor and has legal capacity to execute the Lease; (l) that all statements of fact made in each Lease and all statements made by or on behalf of the Tenant in the credit applications and any other forms relating to the Lease are true to the best of Borrower’s knowledge and belief; (m) that the down payment or security deposit shown on in the Lease Documents, if any, was made by the Tenant in cash unless otherwise specified, and no part thereof was loaned directly or indirectly by Borrower to such Tenant; (n) that to Borrower’s knowledge, any down payment and any trade-in received as part of the down payment is accurately documented in the Lease Documents and has been valued at its bona fide value; (o) that there is now owing on each Lease the amount set forth therein (except for immaterial and unintentional discrepancies); (p) to Borrower’s knowledge, that it has complied with all applicable federal, state and local laws, regulations, rules and ordinances in connection with the leasing of each Home and, if Borrower engages in sales and/or financings of Homes in the future, that it will comply with all applicable federal, state and local laws, regulations, rules and ordinances in connection therewith; (q) to Borrower’s knowledge, that each Lease was originated in full compliance with all applicable laws; and (r) that, if applicable in accordance with the Fair Credit Reporting Act, Borrower has notified or will notify each Tenant that the Lease is to be submitted to Lender.

ARTICLE V
COVENANTS AND CONDITIONS

Section 5.1 Affirmative Covenants and Conditions. Borrower hereby covenants and agrees with Lender that:

(a) Existence. Borrower shall do or cause to be done all things necessary to preserve, renew, and keep in full force and effect its existence, material rights, licenses, permits and franchises and conduct and operate its business in substantially the manner in which it is presently conducted and operated (subject to changes in the ordinary course).

(b) Books and Records. Borrower will at all times keep and maintain accurate, complete, and accurate books and records of its operations in connection with the Premises. Borrower’s books and records shall at all times be maintained at the address for Borrower set forth in this Agreement. Lender, or any of its agents, employees, or representatives, shall have the right to visit Borrower’s place or places of business, at intervals determined by Lender, and, without hindrance or delay, to inspect, audit, check, and make extracts from the books, records, journals, orders, receipts, correspondence, and other data relating to Borrower’s operations. Lender shall have the right to discuss such matters with Borrower’s officers and accountants at all times.

(c) Financial Statements.

(i) As soon as available, and in any event within one hundred twenty (120) days after the close of Borrower’s fiscal year, Borrower shall furnish Lender with unaudited financial statements of Borrower, setting forth the balance sheet of Borrower as of the end of such year, and the statements of income, cash flows, and retained earnings of Borrower for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the Member of Borrower, all as acceptable to Lender in form and substance.

(ii) As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within ten (10) days after the last date of any extension period, if applicable), Borrower shall furnish Lender with a copy of all tax returns of Borrower. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time.

(iii) As soon as available, and in any event within thirty (30) days after the end of each calendar quarter, Borrower shall furnish Lender the following all certified as true and correct in all material respects by the Member of Borrower, all as acceptable to Lender in form and substance:

1. With unaudited financial statements of Borrower, setting forth the balance sheet of Borrower as of the end of such quarter, and the statements of income, cash flows, and retained earnings of Borrower for such quarter, in each case in comparative form to the figures for the previous calendar quarter all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles;

2. A detailed collateral pool worksheet (the “Collateral Pool Worksheet”) reasonably acceptable to Lender in form and substance showing, without limitation, the following: (A) the certificate of title number, if applicable; (B) the VIN, serial number, HUD data label number, and other permanent identification number, if applicable, which number shall be the same number appearing on any certificate of title to the Home; (C) the manufacturer; (D) the model number, if known; (E) the year of manufacture; (F) size; (G) the Community and lot within the Community in which the Home is located; (H) if the Home has been leased, with or without option to purchase, pursuant to a Lease, the name and address of the Tenant who leases the Home from, and entered into the Lease with, Borrower, along with the most recent contact information for such Tenant, and all reasonable and customary detail regarding the terms of the Lease, including, without limitation, security deposit amount, original monthly lease payment amount, lease rate increase amounts, original term of lease, term remaining, past due payment detail to include trailing twelve month past due history; (I) each Lease that is in default (and if none, then a certification that no Leases are in default); (J) for each Lease that is in default, the nature and timing of the default; (K) a description of each Lease entered into during the prior calendar quarter; (L) all new and terminated Leases occurring during the prior calendar quarter; (M) a rent roll of all leases of lots of the Community and all Homes; and (N)  such other information as Lender may reasonably require.

(iv) On the same date as delivery of the reports in subsection (iii) for the period ending December 31^st, a compliance certificate from the Member of Borrower (1) containing all information and calculations necessary for determining compliance by Borrower with the financial covenants in Section 5.2 of this Agreement which require compliance as of the end of each calendar year, (ii) containing Borrower’s calculation of such financial covenant, and (iii) stating that Borrower has not obtained any knowledge of any Event of Default.

(v) As soon as available, and in any event within one hundred twenty (120) days after the close of each calendar year, Borrower shall cause to be furnished to Lender personal financial statements and contingent debt schedules of each Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles, all as acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall cause to be furnished to Lender copies of all tax returns (including all schedules and statements) of each Guarantor. Borrower shall also cause to be furnished to Lender such additional financial information of each Guarantor as may be reasonably requested by Lender from time to time.

(d) Compliance. Borrower will comply in all material respects with all laws, ordinances, rules, regulations, judgments, orders, injunctions, writs and decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any of them, to which Borrower, or any of the Property, the Premises, or any other Property described in the Loan Documents is subject (including without limitation all Environmental Laws). In addition, Borrower shall promptly obtain, from time to time at its own expense, all such governmental licenses, authorizations, consents, permits and approvals as may be required to enable it to comply with its obligations hereunder, the Loan Documents, or to carry on its business in the ordinary course.

(e) Intervening Liens and Encumbrances. Borrower shall satisfy and pay all claims for labor or materials, rents, and other obligations that, if unpaid, will or might become a lien against the Property, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefore. In the event any such liability or obligation is contested by Borrower in good faith, then upon Lender’s request, Borrower shall establish reserves with Lender.

(f) Insurance. Borrower will obtain and maintain, in amount, form and substance, and with insurers satisfactory to Lender, and shall provide to Lender annual evidence of, the following insurance:

(i) Fire and Extended Coverage. Fire, hazard and extended coverage insurance protecting against, but not limited to, fire, theft, malicious mischief, vandalism, and such other hazards as Lender may reasonably require Borrower to carry for, and at the full replacement cost of any improvements upon the Premises and the Homes, containing standard non-contributing mortgagee loss payable clauses and subrogation clauses, and an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of any such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(ii) Public Liability. Comprehensive public liability insurance on an “occurrence basis” insuring Borrower and Lender against claims for personal injury, including, without limitation, bodily injury, death or property damage, occurring on, in or about the Premises, and the adjoining streets, sidewalls and passageways in an amount of not less than $2,000,000.00 per occurrence, which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(iii) Worker’s Compensation. Worker’s compensation insurance covering Borrower, as required by applicable law, which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(iv) Flood. If any of the Premises is located in an area designated as having special flood hazards, flood insurance insuring the Premises shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(v) Business Interruption/Loss of Rents Insurance. Business interruption or loss of rents insurance covering Borrower for a term of at least twelve (12) months which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried commencing with Borrower’s commencement of operations on the Premises and continue in full force and effect for the duration of the Loan.

(vi) Additional Insurance. Such other insurance, in such amounts and for such terms, as may from time to time be reasonably required by Lender insuring against such other casualties or losses which at the time are commonly insured against by those in Borrower’s business or in the case of premises similarly situated, due regard being given to the Property, the height and type of the improvements thereon, and the construction, location, use and occupancy thereof.

(g) Collection of Insurance Proceeds. Should any loss occur to the insured Property, Lender is hereby appointed attorney in fact for Borrower to make proof of loss if Borrower fails to do so promptly, and to receipt for any sums collected under said policies, which sums, or any part thereof, at the option of Lender, may be applied either as payment on the Obligations or to the restoration or repair of the Property so damaged or destroyed. Borrower promptly will give written notice to Lender of any loss or damage to the Property and will not adjust or settle such loss without the written consent of Lender. In the event of any default under any Loan Document, all right, title and interest of Borrower in and to any insurance policies then in force, and particularly to the unearned premiums therein and existing claims thereunder, shall pass to Lender, which, at its option and as attorney in fact for Borrower, may make, settle and give binding acquittances for claims under said policies and may assign and transfer said policies or cancel and surrender the same applying any unearned premiums in such manner as Borrower may elect.

(h) Right to Effect Insurance. In case of Borrower’s failure to keep the Premises so insured, Lender or its assigns, may, at its option (but shall not be required to) effect such insurance at Borrower’s expense.

(i) Notice. Borrower will promptly give Lender written notice of the occurrence of any of the following:

(i) knowledge by Borrower or Guarantor of the occurrence of a Default or Event of Default hereunder;

(ii) the receipt by Borrower of any notice from, or the taking of any other action by, the holder of any promissory note or other evidence of indebtedness of Borrower or of any security therefore, with respect to a claimed default;

(iii) the institution of any legal, judicial, administrative, regulatory or arbitration action, suit or proceeding affecting Borrower which, if adversely determined, would or could have a Material Adverse Effect on such Borrower’s business or financial condition;

(iv) the occurrence of any Material Adverse Change in the assets, liabilities, financial condition, business, operations, affairs, or circumstances of Borrower, or any deviation in or change from the representations, warranties or covenants of Borrower in this Agreement or in the other Loan Documents;

(v) the receipt by Borrower of any notice, written or oral, from any laborer, contractor or materialman to the effect that any laborer, contractor or materialman has not been paid when due for any labor or materials furnished upon the Premises; and

(vi) the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Substances affecting Borrower, the Premises or any real property adjoining or adjacent to the Premises, or any complaint, order, citation or notice with regard to any Environmental Law.

(j) Indemnification.

(i) Other than those arising solely out of a state of facts that first came into existence after Indemnitee (as defined below), any receiver or any third party acquired title to the Property through foreclosure, deed in lieu thereof or otherwise, Borrower shall indemnify Lender, its successors and assigns, any Person who may acquire any participation or other interest in any Obligation, and every director, officer, employee and affiliate of any thereof (individually, an “Indemnitee”) with respect to, and hold each Indemnitee harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto but excluding under this Section income tax liabilities) which may be imposed on, incurred by, or asserted against such Indemnitee, in any way relating to or arising out of the Loan or the Loan Documents (“Indemnification Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for its own willful misconduct, bad faith or gross negligence. Borrower shall reimburse each Indemnitee on demand from time to time for all Indemnification Liabilities incurred by such Indemnitee. Each Indemnitee will promptly notify Borrower of the commencement of any proceeding involving it in respect of which indemnification may be sought pursuant to this Section. Borrower shall not be liable for the cost of any settlement entered into without its consent (which consent shall not be unreasonably withheld). Provided that no Event of Default occurs hereunder, Borrower shall have the right at its expense to select counsel to defend the Indemnification Liabilities. If an Event of Default occurs or has occurred, then Lender in its discretion, in the event of an actual, potential or perceived conflict of interest, or if Borrower is not adequately defending the Indemnitees, may employ such counsel at Borrower’s expense. The obligations of Borrower under this Section shall terminate upon the repayment of the loans and termination of this Agreement.

(ii)   Except as a result of Lender’s gross negligence, willful misconduct or bad faith occurring while Lender, any receiver or any third party is in actual possession of the Premises, Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, costs, expenses (including reasonable attorneys’ fees), and claims of any and every kind whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Premises of any Hazardous Substances, regardless of whether or not caused by or within the control of Borrower. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan, and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists..

(k) Further Assurances. Upon request of Lender, Borrower shall promptly execute and deliver to Lender all such other and further documents, agreements and instruments, and shall do all such other acts or things in compliance with or accomplishment of the terms, provisions, covenants or agreements of Borrower in this Agreement or the other Loan Documents, or to further evidence, secure or more fully describe any collateral intended as security for the Note, or to correct any omissions in this Agreement or in the other Loan Documents, or to more fully state the obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or to obtain any consents, all as may be necessary or appropriate in connection therewith.

(l) Taxes. Borrower shall pay and discharge promptly all taxes and governmental charges, levies, and assessments affecting Borrower or its Properties, and provide annual proof thereof, except where such taxes and charges are promptly and diligently contested in good faith by Borrower by appropriate proceedings, and where Borrower has established adequate reserves therefore.

(m) Costs and Expenses. Borrower will pay all costs and expenses in connection with, and pertaining to, the closing of this Agreement, and all costs and expenses in connection with the preparation, execution, recording, filing, disbursement, transfer, administration, modification, collection and enforcement of this Agreement and the other Loan Documents, including, but not limited to, legal fees, accounting fees, engineer’s fees, advances, recording expenses, transfer taxes, other filing and recording fees and taxes, surveys, policies of title insurance and other insurance, examination of title and lien searches, appraisals, expenses of foreclosure, and other similar items. In the event of any action at law or suit in equity in connection with this Agreement or the other Loan Documents, or any Default or Event of Default by Borrower under this Agreement or the other Loan Documents, or Lender retains legal counsel in connection with this Agreement or the other Loan Documents, Borrower, in addition to all other sums which such Borrower may be required to pay, shall pay to Lender the reasonable attorney’s fees of Lender. Borrower shall also be responsible for all reasonable attorneys’ fees, costs and expenses that Lender incurs in protecting, preserving, or enforcing its interest in any collateral under the Loan Document.

(n) Filing Applications for Certificates of Title. As soon as possible, but in no event later than thirty (30) business days from the Closing Date, Borrower shall (i) file with the appropriate state agency completed and executed applications for certificates of title for the Homes (“Applications”), and (ii) pay the required filing fee. The Applications shall list the Borrower as the owner of the Homes, Lender as the first lienholder, and no other lienholders. The Applications shall provide that the original certificates of title (“Certificates”) shall be mailed directly to Lender upon issuance.

(o) Original Certificates. Lender must receive Certificates for the Homes within sixty (60) days from the Closing Date. If Borrower is ever in possession of a Certificate for a Home, Borrower shall within three (3) business days after coming into possession, deliver the Certificate to Lender by overnight delivery. While in possession of a Certificate, Borrower agrees it will hold the Certificate in trust for Lender.

(p) Guidelines. Borrower shall only lease lots and Homes to Tenants of the Community who meet the Guidelines. All Leases shall adhere to and conform in all material respects with the Guidelines, and the Guidelines shall not be modified or amended without the Lender’s prior written approval, which shall not be unreasonably withheld or delayed.

(q) Leases. As soon as possible, but in no event later than ten (10) business days after Borrower leases, with or without option to purchase, a Home to a Tenant pursuant to a Lease, Borrower shall provide Lender a true and correct copy of each fully executed Lease and all Lease Documents related thereto. From and after the Effective Date, Borrower shall lease Homes to Tenants using only the Approved Home Lease and shall lease lots to Tenants using only the Approved Lot Lease. Upon Lender’s written request, Borrower shall promptly provide Lender a true and correct copy of each fully executed Lease not otherwise provided. Borrower shall execute or cause to be executed only one original Lease on the Approved Home Lease or Approved Lot Lease. Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been performed, Borrower shall include on the front page of each current Approved Home Lease and all future Approved Home Leases the legend “This document has been assigned to FirstBank, 520 W. Summit Hill Dr., Suite 801, Knoxville TN, 37902. Any subsequent assignee or possessor hereof shall take subject to the interests of FirstBank.”

(r) Sale of a Home. In the event Borrower desires to sell a Home securing the Loan, then Borrower agrees that concurrently with the closing of the sale Borrower shall pay Lender an amount equal to twenty-five percent (25%) of the net proceeds of such sale. Lender shall first apply any amount paid by Borrower pursuant to this Section 5.1(r) to the payment of Lender’s reasonable fees and expenses incurred in connection with the transaction including reasonable attorney’s fees, second to the payment of accrued unpaid interest then due and payable under the Note and then to the payment of unpaid principal due under the Note. Upon request by Borrower prior to the closing of the sale of the Home, Lender will execute and deliver to Borrower all documents reasonably required by Borrower to release Lender’s security interest in the Home and the original certificate of title for the Home held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection therewith including reasonable attorneys’ fees. Payments made pursuant to this Section shall not incur any premium or penalty when made under Section 2.3 or otherwise. Notwithstanding the forgoing, no Home financed by Lender pursuant to the Affiliated Home Owner Loan shall ever be Property of Borrower and this subsection shall not apply to any Home financed by Lender pursuant to the Affiliated Home Owner Loan.

(s) Maintenance and Inspection. Borrower will not commit or knowingly permit damage to or destruction of the Premises or Property. Lender and its representatives, at Borrower’s cost and expense, may inspect the Premises and Property at any time during normal business hours and subject to the rights of occupants of the homes. Notwithstanding the forgoing, Borrower shall be responsible for the payment of only one such Lender inspection in any given calendar year unless the inspections occur during the continuance of an Event of Default in which event Borrower shall be responsible for the payment of all reasonable costs and expenses of Lender for such inspections.

(t) Administration Fee. Borrower shall pay to Lender an annual administrative fee of $7,500.00, payable semiannually in the amount of $3,750.00 commencing on June 10, 2022 and continuing on each Due Date (as such term is defined in the Note) every six (6) months thereafter.

(u) Deposit Account. At Closing, and for so long as any Obligation remains outstanding, Borrower shall establish, fund, and maintain with Lender all operating deposit accounts from which Borrower shall manage all revenue and expenses of Borrower’s business.

Section 5.2 Financial Covenants. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed:

(a) Borrower shall maintain a minimum Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated on the twelve (12)-month trailing period ending as of December 31st of each year, beginning December 31, 2021. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Borrower’s calculation of a financial covenant and Lender’s determination of a financial covenant, Lender’s determination shall govern absent manifest error.

(b) Borrower and Affiliated Home Owner shall maintain a minimum Global Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated on the twelve (12)-month trailing period ending as of December 31st of each year, beginning December 31, 2021, and then every twelve months thereafter. Compliance with these financial covenants shall be verified by Lender and in the event of a material difference between Borrower’s calculation of a financial covenant and Lender’s determination of a financial covenant, Lender’s determination shall govern absent manifest error.

(c) For purposes of this Section 5.2, the following terms shall have the following meanings:

(i) “Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the Gross Cash Flow of Borrower, divided by the Debt Service of Borrower, certified by Borrower’s manager and verified by Lender.

(ii) “Global Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the sum of the Gross Cash Flow (as defined herein) of Borrower and Affiliated Home Owner that is related to Homes owned by Affiliated Home Owner that are financed by Lender and located upon the Premises, divided by the sum of the Debt Service (as defined herein) of Borrower and Affiliated Home Owner that is related to Homes owned by Affiliated Home Owner that are financed by Lender and located upon the Premises, certified by Borrower’s Member and verified by Lender.

(iii) “Debt Service” means, for any period, all annual debt service, including principal and interest payments, due on all debt obligations during the applicable period. “Gross Cash Flow” means, for any period, an amount equal to the sum of (1) Net Income, plus (2) to the extent deducted in determining Net Income, (A) interest expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges determined in accordance with generally accepted accounting principles, plus (3) cash contributions by owners, less (4) distributions to owners. “Net Income” means, for any period, the net income (or loss) for such period in accordance with generally accepted accounting principles, but excluding therefrom (to the extent otherwise included therein) (1) any extraordinary gains or losses, (2) any gains attributable to write-ups of assets, and (3) any security deposits or other type of deposits or advance rentals paid by Tenants or Homeowners.

Section 5.3 Negative Covenants. Borrower hereby covenants and agrees with Lender that, without Lender’s prior written consent, Borrower will not:

(a) Discontinuance of Business; Dissolution; Etc. Discontinue its usual business, or commence to dissolve, wind-up or liquidate itself.

(b) Assignment. Assign or transfer any of Borrower’s rights, remedies, powers, duties, liabilities or obligations arising under or pursuant to this Agreement or any of the Loan Documents.

(c) Additional Debt. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the normal course of Borrower’s business, incur any additional Debt without the prior written consent of Lender.

(d) Liens. Create, incur, assume or suffer to exist any Lien on the Premises, except the Liens created pursuant to the Loan Documents. Borrower shall remove or cause to be removed any Lien upon the Premises within thirty (30) days of Borrower’s receipt of notice of such Lien’s creation or existence, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established and funded an account with Lender with adequate reserves therefore in Lender’s sole discretion.

(e) Hazardous Substances. Permit any Hazardous Substances, the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any governmental authority, to be unlawfully brought on to or located on any real property owned or leased by Borrower, except in full compliance with all applicable Environmental Laws; and if any such material is brought or found located thereon in violation of any applicable law, it shall be immediately removed, with proper disposal, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such Environmental Laws, and the obligations hereunder with respect to any such materials brought or located thereon while Borrower owned or leased any such real property shall survive any foreclosure.

(f) Continuous Perfection. Change its name, identity, or corporate structure in any manner which might make any financing statement filed hereunder seriously misleading within the meaning of the UCC.

(g) Proceeds. Permit the proceeds of the Note to be used for any purpose other than those permitted under this Agreement.

(h) Transfer of Premises or Property. Sell, assign, transfer or otherwise dispose of the Property and/or the Premises, except contemporaneously with the payoff of the Loan and the Affiliated Home Owner Loan.

(i) Change of Ownership/Management. Permit any change in ownership or management of Borrower. In addition, Borrower shall not cause or allow (i) the day-to-day management of the Property and Community to be controlled by anyone except Guarantors and/or any Person directly or indirectly controlled by Guarantors.

(j) Acquisitions; Mergers; Disposition of Assets; Dividends and Other Shareholder Distributions; Etc. Make, receive, or obtain any acquisitions or merge or consolidate with or into, or sell, assign, lease, or otherwise dispose of any of its assets (except for obsolete, damaged or unusable assets). For purposes hereof, until October 10, 2023, the declaration or making of any dividend or other shareholder distribution shall be included within the prohibition against disposition of assets contained herein. Notwithstanding the forgoing, following October 10, 2023, Borrower shall not declare or make any dividend or other shareholder or owner distribution except where the following conditions are satisfied on or before such dividend or distribution: (1) no default, Event of Default, or Material Adverse Effect (or no event, which with the giving of notice or passage of time or both would constitute the same) shall have occurred and be continuing hereunder and all representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such dividend or distribution; and (2) immediately after the dividend or distribution Borrower is in compliance with the financial covenants set forth in Section 5.2 herein, where such covenants are tested on or before the date of the dividend or distribution (and to include the dividend or distribution) and calculated on the twelve (12)-month trailing period based upon the updated financial statements of Borrower and Affiliated Home Owner that are to be delivered with any written request by Borrower for the dividend or distribution.

(k) Transactions with Related Persons. Make any loan or advance, purchase, assume or guarantee any note to or from any of Borrower’s officers, members, or affiliates, or to or from any member of the immediate family of any of Borrower’s officers, members, or affiliates.

(l)   Untrue Statements. Furnish Lender any certificate or other document containing any untrue statement of material fact or that omits a material fact necessary to make the same not misleading in light of the circumstances.

(m) Negative Accounts Receivable. Pay or repay any amounts arising from or related to negative accounts receivable or the general ledger number 1017 of Borrower, including, without limitation, that set forth on the general ledger number 1017 of Borrower.

ARTICLE VI
EVENTS OF DEFAULT

Any of the following shall be considered an Event of Default (and shall be considered a Default pending the passage of time, giving of notice or other condition specified below):

Section 6.1 Nonpayment of Principal or Interest. Nonpayment of any installment of principal or interest in accordance with the terms of the Note or of any other monetary obligations hereunder, and such failure is not remedied within ten (10) calendar days after written notice thereof is given to Borrower.

Section 6.2 Breach of Representation or Warranty. Any representation or warranty made by Borrower or any Guarantor in this Agreement or in any other Loan Document, or which is contained in any certificate, instrument, document, opinion, financial statement, or other statement regarding the financial condition or credit standing of Borrower or any Guarantor furnished at any time under or in connection with this Agreement or any Loan Document shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

Section 6.3 Other Defaults. Failure to perform or observe any term, condition, or covenant contained in this Agreement or any Loan Document, other than a term or covenant that requires the payment of money or breach of a representation or warranty, and the default continues unremedied for a period of thirty (30) days after the earlier of (a) the date upon which Borrower or Guarantor knew of the failure; or (b) if the failure is known to Lender, the date upon which written notice thereof is given to Borrower by Lender, provided that Borrower takes prompt corrective action and diligently pursues the same to completion. If the Event of Default cannot be remedied within the thirty (30) day period, Borrower shall have such additional period of time as is reasonably necessary in which to cure the default if Borrower was diligently pursuing a cure at the end of the thirty (30) day period and continues to do so therefor; provided, however, such additional period of time shall be no longer than thirty (30) days from the expiration of the initial thirty (30) day period.

Section 6.4 Bankruptcy or Insolvency. Any of the following shall occur or exist: (a) the appointment of a receiver trustee, custodian, conservator, or liquidator for Borrower, the Premises, or any other Property of Borrower and such appointment is not dismissed within sixty (60) days after such appointment; (b) a filing by Borrower of a voluntary petition in bankruptcy, or a petition seeking reorganization or rearrangement or taking advantage of any debtor relief laws; (c) the filing against Borrower of a petition in any bankruptcy, reorganization, insolvency, conservatorship, receivership or similar proceeding and either (i) Borrower admits the material allegations thereof, or acquiesces therein or fails to contest the same, or (ii) the petition or action is not dismissed or discharged within sixty (60) days following the date of its filing; (d) the entry of any order, judgment or decree by any court of competent jurisdiction adjudicating Borrower as bankrupt or insolvent, and the same is not dismissed within sixty (60) days after the filing of the same, or approving a petition seeking reorganization of Borrower or any arrangement of any of Borrower’s debts, including entry of any Order for Relief under Title 11 of the United States Code; (e) an admission by Borrower in writing of its inability, or the failure by Borrower to pay its debts as they become due; (f) the making by Borrower of a general assignment for the benefit of creditors; or (g) the liquidation, termination, or dissolution of Borrower.

Section 6.5 Fire or Casualty. Should the Premises or any of the Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same.

Section 6.6 Litigation. The entry of a judgment or the issuance of a warrant of attachment, execution or similar process against Borrower or any of its assets in excess of $25,000.00, which is not dismissed, discharged, stayed pending appeal or bonded within thirty (30) days after entry and, if bonded, such bond (or a replacement bond) does not continue in effect at all times until such judgment is dismissed or discharged.

Section 6.7 Default on Other Indebtedness. Subject to any applicable grace or cure period, Borrower fails to make any payment due on any Indebtedness, or any event shall occur or any condition shall exist in respect of any Indebtedness of Borrower (including, without limitation, any Indebtedness of Borrower to Lender), or under any agreement securing or relating to such Indebtedness, the effect of which is a default or event of default thereunder or to cause or to permit any holder of such Indebtedness or a trustee to cause (whether or not such holder or trustee elects to cause) such Indebtedness, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

Section 6.8 Other Loan Documents. A default or Event of Default (as defined therein) shall occur under any other Loan Document.

Section 6.9 Guarantor Defaults. The occurrence of any of the foregoing with regard to any Guarantor.

Section 6.10 Default of Affiliated Home Owner. Subject to any applicable grace or cure period, if the Affiliated Home Owner fails to make any payment due on any Debt, including, but not limited to the Affiliated Home Owner Loan, or any event shall occur or any condition shall exist in respect of any Debt of the Affiliated Home Owner, or under any agreement evidencing, governing, securing or relating to such Debt, including the Affiliated Home Owner Loan, the effect of which is a default or event of default thereunder or to cause or to permit any holder of such Debt or a trustee to cause (whether or not such holder or trustee elects to cause) such Debt, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

ARTICLE VII
REMEDIES OF LENDER

Section 7.1 Acceleration. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to, in addition to and not in lieu of the remedies provided for in any of the Loan Documents, declare the entire principal amount of all Indebtedness then outstanding, including principal, interest, costs, fees and expenses, to be immediately due and payable without presentment, demand, notice of protest, protest, or dishonor or other notice of any default of any kind, all of which Borrower hereby expressly waives; provided, however, that upon the occurrence of an event specified in Section 6.4 herein, all Indebtedness of Borrower to Lender shall be immediately due and payable in full, without presentment, demand, protest, notice of protest, or dishonor or notice of any kind, and Lender shall be entitled to exercise any and all remedies available by contract, at law or in equity to collect such amounts.

Section 7.2 No Further Advances. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to declare any commitments of Lender to advance further sums pursuant hereto to be terminated, whereupon the same shall terminate (provided that upon the occurrence of an event specified in Section 6.4, all commitments shall automatically terminate).

Section 7.3 Waiver; Marshalling. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to proceed against Borrower or any Property of Borrower in such order and at such time or times as Lender may in its discretion deem to be in its best interest without liability for loss by reason of delay or its order of proceeding or otherwise. Borrower hereby waives any right to require the marshalling of assets in connection with the exercise of any of the remedies permitted hereunder or by applicable law.

Section 7.4 Right of Setoff. Upon the occurrence of an uncured Event of Default, Lender may, and is hereby authorized by Borrower, at any time and from time to time, to the fullest extent permitted by applicable law, without advance notice to Borrower (any such notice being expressly waived by Borrower) and irrespective of demand for payment, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held in other than a fiduciary account, and any other indebtedness at any time owing by Lender to or for the credit or the account of Borrower, against any or all of the Obligations now or hereafter existing, whether or not such Obligations have matured. Lender agrees to notify Borrower after any such set off and application, provided that the failure to give such notice shall not affect the validity of such set off and application.

Section 7.5 Appointment of Receiver. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to appoint a receiver to collect any income from the Property without consideration for the value of the same or the solvency of any Person liable for the payment of the amounts then owing, and all amounts collected by the receiver shall, after expenses of the receivership, be applied to the payment of the Obligations and interest thereon; and Lender, at its option, shall have the right to do the same without the appointment of a receiver.

Section 7.6 Remedies under UCC; Other Loan Documents. Upon the occurrence of an uncured Event of Default, Lender may also exercise any and all rights and remedies afforded by the UCC, both at law and in equity, and by any and all other Loan Documents, including without limitation the Security Documents.

Section 7.7 Lender’s Performance of Borrower’s Covenants and Duties. Should any covenant, duty or agreement of Borrower fail to be performed in accordance with its terms hereunder, Lender may, at its option, perform, or attempt to perform, such covenant, duty or agreement on behalf of Borrower. Borrower shall, at the request of Lender, promptly pay any amount expended by Lender in such performance or attempted performance to Lender, together with interest thereon at the Default Rate from the date of such expenditure by Lender until paid; provided, however, that Lender does not assume and shall not have, except by express written consent of Lender, any liability for the performance of any duties of Borrower under this Agreement or under the other Loan Documents.

Section 7.8 No Waiver. The acceptance by Lender at any time and from time to time of partial payment of the Note shall not be deemed to be a waiver of any Default or Event of Default then existing. No delay or omission by Lender to exercise any right, power, or remedy accruing to Lender upon any breach or default of Borrower under this Agreement or the other Loan Documents shall impair any such right, power, or remedy of Lender, nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of Lender under this Agreement or the other Loan Documents; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, or be deemed to be a continuing waiver. Any waiver, permit, consent or approval of any kind or character on the part of Lender of any breach or default under this Agreement or the other Loan Documents, or any waiver on the part of Lender of any provision or condition of this Agreement or the other Loan Documents, must be in writing and shall be effective only to the extent specifically set forth in such writing.

Section 7.9 Remedies of Lender Cumulative. All rights and all remedies available to Lender hereunder or under the other Loan Documents shall be cumulative and in addition to all other rights and remedies granted to Lender by contract, at law or in equity, and may be exercised from time to time, and as often as may be deemed expedient by Lender, whether the Note is due and payable and whether or not Lender shall have instituted any suit for collection, foreclosure or other action in connection with this Agreement or the other Loan Documents.

ARTICLE VIII
MISCELLANEOUS

Section 8.1 Third Parties. All conditions of Lender’s obligations hereunder are imposed solely and exclusively for the benefit of Lender, its successors and assigns. No other Person shall have standing to require satisfaction of such conditions in accordance with their terms, or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of the terms and conditions hereof, and no other person or entity shall, under any circumstance, be deemed to be a beneficiary of such conditions, any and all of which may be waived in whole or in part by Lender at any time and from time to time, in its sole discretion. Borrower shall indemnify Lender from any liability, claims or losses resulting from the disbursement of the proceeds of the Loan and whether arising during or after the term of this Agreement. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists. Borrower has represented, and Lender has expressly relied upon such representation, that Borrower has negotiated with Lender solely for a loan of money and not for administrative, technical, legal, financial or architectural advice or expertise.

Section 8.2 Successors and Assigns. All of Lender’s rights and remedies hereunder shall inure to the benefit of its successors and assigns. All of the duties and obligations of Borrower hereunder shall bind all Borrowers and their respective successors. Borrowers may not assign their rights or delegate their duties hereunder, and any attempt at such assignment or delegation shall be void. Lender reserves the right to assign its rights and remedies and delegate its duties hereunder.

Section 8.3 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. It is the intention of the parties that if any such provision is determined to be invalid, illegal or unenforceable, there shall be added in lieu thereof a provision as similar in terms to such provision as is possible so as to be valid, legal and enforceable.

Section 8.4 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all previous negotiations, discussions and agreements between the parties with respect to the subject matter hereof including, without limitation, any commitment letter between Borrower and Lender, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof. Neither this Agreement nor any term or provision hereof may be amended, waived, discharged or terminated orally, but only by a writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

Section 8.5 Choice of Law; Jurisdiction/Venue. This Agreement and the other Loan Documents have been negotiated, made, executed and delivered in Knoxville, Tennessee. The validity and construction of this Agreement and the other Loan Documents shall be governed by and construed in all respects in accordance with the laws of the State of Tennessee. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE WITH COURTS SITTING IN KNOX COUNTY, TENNESSEE.

Any such notice shall be deemed to be given, if personally delivered, on the date such notice is personally delivered to the address set forth above for the party to whom such notice is given; if sent by Federal Express, or other recognized overnight express courier service, on the date said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided; and, if mailed, on the date said notice is deposited in the United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed as herein provided. Any party may change the address to which notices hereunder are to be sent by giving written notice thereof to the other parties as set forth herein.

Section 8.8 Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which will be deemed an original document, but all of which will constitute a single document. The parties agree that if a copy of this Agreement executed by one or more of the parties (an “Executed Copy”) is sent by electronic transmission, (i) the Executed Copy shall be treated in all respects as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Agreement shall be re-executed by the parties who signed the Executed Copy and the executed paper original Agreement shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Agreement or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Agreement is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation, a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

Section 8.9 Relationship of Lender and Borrower. Lender and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in the other Loan Documents, nor the consummation of the transactions contemplated herein or therein, shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-ownership by or between Lender and Borrower, or to create a relationship between Lender and Borrower other than that of creditor and debtor, or to cause Lender to be liable or responsible in any way for the actions, liabilities, debts, or obligations of Borrower.

Section 8.10 Jury Trial Waiver. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

Section 8.11 Waiver of Certain Damages. In any action to enforce this Agreement, the Note or any other Loan Document, Borrower hereby irrevocably and unconditionally waives any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential or other damages other than actual direct damages.

Section 8.12 Participation. Lender shall have the right to enter into one or more participation agreements with one or more participating lenders approved by Lender on such terms and conditions as Lender shall deem advisable.

Section 8.13 Term of This Agreement. This Agreement shall be binding on Borrower so long as any portion of the Obligations described herein remains outstanding, provided and except, Borrower’s representations, warranties, and indemnity agreements shall survive the payment in full of the Obligations.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Loan Agreement as of the date first set forth above.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Michael Z. Anise, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of SPRINGLAKE MHP LLC, a Georgia limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 10 day of November, 2021.

My Commission Expires: 3/15/2022

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Loan Agreement as of the date first set forth above.

EXHIBIT A

HOMES

None.

28

Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED, SPRINGLAKE MHP LLC, a Georgia limited liability company (“Borrower”), promises and agrees to pay to the order of FIRSTBANK, a Tennessee corporation (“Lender,” which term shall always refer to the lawful holder hereof), at its offices in Knoxville, Tennessee, or at such other place as may be designated in writing by Lender, in lawful money of the United States of America, the principal sum of up to FOUR MILLION SIXTEEN THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($4,016,250.00), or so much thereof as may be disbursed and remain outstanding from time to time by Lender, together with interest on the disbursed and unpaid principal balance outstanding computed from the date of each advance until repaid in full.

This Promissory Note (“Note”) is issued in accordance with and pursuant to that certain Loan Agreement by and between Borrower and Lender of even date herewith (as such may be amended and/or restated from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have such meaning as set forth in the Loan Agreement.

Interest on the disbursed and unpaid principal balance hereunder shall accrue from the date funds are first disbursed to Borrower at a variable rate of interest (the “Interest Rate”) equal to Wall Street Journal Prime (as defined herein) plus one percent (1.00%) per annum, initially determined as of the date hereof and adjusted on the first (1st) day of each calendar quarter thereafter (each a “Change Date”); provided, however, that the Interest Rate shall never be less than four and three-quarter percent (4.75%) per annum, nor more than the maximum rate of interest allowed by law. Each change in the Interest Rate (“Rate Change”) shall become effective without notice to Borrower, but Lender will endeavor to notify Borrower of each change in the Interest Rate; provided, however, that the failure to provide notice to Borrower shall not affect the validity of the change in the Interest Rate. Interest shall be calculated on the basis of a 360-day year and the actual number of calendar days elapsed.

“Wall Street Journal Prime” means the per annum rate of interest identified as the “Prime Rate” as published each day in The Wall Street Journal. If The Wall Street Journal ceases to be published or if it ceases to publish a Prime Rate, then Lender will choose a substitute prime rate as published by a comparable business periodical. If the Wall Street Journal Prime is published as a range of rates, the highest rate will be considered the Wall Street Journal Prime for the purposes of this Note. On such days that The Wall Street Journal is not published (such as holidays and weekend days), the Wall Street Journal Prime shall be the Wall Street Journal Prime stated in the most recently published edition of The Wall Street Journal. Each change in the Wall Street Journal Prime shall become effective, without notice to Borrower, on the date that each change in the Wall Street Journal Prime is published, as provided herein.

Each payment due hereunder shall be due on the tenth (10^th) day of each month (each a “Due Date”) during the term of this Note. This Note shall be repaid as follows: (a) interest only shall be payable monthly commencing on January 10, 2022, and on each Due Date thereafter, through and including December 10, 2023; (b) on December 10, 2023, the outstanding principal balance will be amortized over three hundred (300) consecutive monthly installments of principal and interest with the first payment due from Borrower on January 10, 2024, and on each Due Date thereafter, through and including November 10, 2026; and (c) on December 10, 2026 (the “Maturity Date”), a final payment of all outstanding principal, accrued interest, costs, fees and expenses due under this Note will be due and payable. Upon each Rate Change, the monthly principal and interest installment payments shall be changed to an amount necessary to amortize the then current outstanding principal balance on a monthly basis at the then applicable interest rate hereunder over the remaining portion of the then applicable amortization term of the Note.

Should an Event of Default occur under the Loan Agreement, then, at the option of Lender, the entire indebtedness hereby evidenced shall become due, payable and collectible then or thereafter, without notice, as Lender may elect regardless of the date of maturity. Lender may waive any default before or after the same has been declared and restore this Note to full force and effect without impairing any rights hereunder, such right of waiver being a continuing one.

Principal and unpaid interest may, at Lender’s option, bear interest following any Event of Default at the Default Rate. Commencing on the 11^th day after the applicable due date of any missed payment, a five percent (5%) late charge (the “Late Charge”) shall be assessed on the amount of such missed payment. Borrower will pay a fee to Lender of $32.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored. In case of suit, or if this obligation is placed in an attorney’s hands for collection, or to protect the security for its payment, the undersigned will pay all costs of collection and litigation, including a reasonable attorney’s fee.

All amounts received for payment shall, at the option of Lender, be applied first to any unpaid expenses due under this Note or under any other documents evidencing or securing the obligations or indebtedness of Borrower to Lender, then to any unpaid default interest, then to all other accrued but unpaid interest, and finally, to the reduction of outstanding principal due under this Note.

Borrower may prepay the principal balance hereunder in whole or in part, subject to the principal prepayment premiums set forth in the Loan Agreement. All prepayments of principal shall be applied to installments of principal in inverse order of maturity. No such prepayment shall postpone or extend the due date of any subsequent installment or change the amount of any installment. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the outstanding principal balance due and may result in Borrower’s making fewer payments or a smaller final payment.

Borrower agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: FirstBank, Attn: President, Specialty Lending, 520 W. Summit Hill Drive, Suite 801, Knoxville, TN 37902.

The makers, endorsers, guarantors and all parties to this Note and all who may become liable for same, jointly and severally waive presentment for payment, protest, notice of protest, notice of nonpayment of this Note, demand and all legal diligence in enforcing collection, any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential or other damages other than actual direct damages, and hereby expressly agree that the lawful owner or holder of this Note may defer or postpone collection of the whole or any part thereof, either principal and/or interest, or may extend or renew the whole or any part thereof, either principal and/or interest, or may accept additional collateral or security for the payment of this Note, or may release the whole or any part of any collateral security and/or liens given to secure the payment of this Note, or may release from liability on account of this Note any one or more of the makers, endorsers, guarantors and/or other parties thereto, all without notice to them or any of them; and such deferment, postponement, renewal, extension, acceptance of additional collateral or security and/or release shall not in any way affect or change the obligation of any such maker, endorser, guarantor or other party to this Note, or of any who may become liable for the payment thereof.

This Note is a secured promissory note.

If for any reason whatsoever the interest and loan fees and charges paid or payable by Borrower hereunder shall exceed the maximum amounts collectible under applicable laws, then, ipso facto, the obligation to pay such interest and loan fees and charges shall be reduced to the maximum amounts collectible under applicable laws, and any amounts collected by Lender that exceed such maximum amounts shall be applied to the reduction of the outstanding principal balance, or if the outstanding principal balance is paid to zero, any excessive amounts collected shall be refunded to Borrower, so that at no time shall the interest and loan fees and charges paid or payable exceed the maximum amounts permitted from time to time by applicable law.

This Note has been executed and delivered in, and shall be governed by and construed according to the laws of the State of Tennessee except to the extent preempted by applicable laws of the United States of America. If any provision of this Note should for any reason be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.

BORROWER AND LENDER HEREBY EACH WAIVE ANY RIGHT TO A JURY TRIAL ON ANY CAUSE OF ACTION ARISING WITH RESPECT TO BORROWER’S LIABILITY HEREUNDER.

TIME IS OF THE ESSENCE WITH REGARD TO EACH AND EVERY PROVISION OF THIS NOTE.

This Note may not be changed or terminated without the prior written approval of Lender and Borrower. No waiver of any term or provision hereof shall be valid unless in writing signed by Lender.

[Signature page follows]

This Promissory Note is executed as of the day and year first written above:

Before me, the undersigned, a Notary Public of said County and State, personally appeared Michael Z. Anise, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of SPRINGLAKE MHP LLC, a Georgia limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 10 day of November, 2021.

My Commission Expires: 03/15/2021

4

Exhibit 10.3

Prepared by and after recording return to:

Jake Kraemer

Bolder, PLLC

504 Old Tavern Circle

Knoxville, TN 37934

DEED TO SECURE DEBT,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

This DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”) is executed effective as of November 12, 2021 by SPRINGLAKE MHP LLC, a Georgia limited liability company, whose address is 136 Main Street, Pineville, NC 28134, as grantor (“Borrower”), to and for the benefit of FIRSTBANK, a Tennessee corporation, whose address is 520 W. Summit Hill Dr., Suite 801, Knoxville, TN 37902, as grantee (“Lender”).

RECITALS

Borrower, in consideration of (i) the loan in the original principal amount of Four Million Sixteen Thousand Two Hundred Fifty And No/100 Dollars ($4,016,250.00) (the “ Loan”) evidenced by that certain Promissory Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the order of Lender maturing on December 10, 2026 (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), (ii) that certain Loan Agreement dated as of the date of this Security Instrument, executed by and between Borrower and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”); (iii) the security title created and transferred to Lender by this Security Instrument, and to secure to Lender the repayment of the Indebtedness (as defined in this Security Instrument), and all renewals, extensions and modifications thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents (as defined in the Loan Agreement), irrevocably and unconditionally grants, warrants, conveys, bargains, sells, and assigns to and for the benefit of Lender, with power of sale and right of entry and possession, the Mortgaged Property (as defined in this Security Instrument), including the real property located in Houston County, State of Georgia, and described in Exhibit A attached to this Security Instrument and incorporated herein by reference (the “Land”), to have and to hold such Mortgaged Property unto Lender and Lender’s successors and assigns, forever; Borrower hereby releasing, relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead exemption laws of the Property Jurisdiction (as defined in this Security Instrument), if applicable.

Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, warrant, convey, bargain, sell, and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by any Lien (as defined in this Security Instrument) other than Permitted Encumbrances (as defined in this Security Instrument). Borrower covenants that Borrower will warrant and defend the title to the Mortgaged Property against all claims and demands other than Permitted Encumbrances.

NOW, THEREFORE, Borrower and (by its acceptance hereof) Lender covenants and agrees as follows:

1. Defined Terms.

Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement. All terms used and not specifically defined herein, but which are otherwise defined by the UCC, shall have the meanings assigned to them by the UCC. The following terms, when used in this Security Instrument, shall have the following meanings:

“Accounts” means all money, funds, investment property, accounts, general intangibles, deposit accounts, chattel paper, documents, instruments, judgments, claims, settlements of claims, causes of action, refunds, rebates, reimbursements, reserves, deposits, subsidies, proceeds, products, Rents, and profits, now or hereafter arising, received or receivable, from or on account of the management and operation of the Mortgaged Property.

“Condemnation Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.

“Enforcement Costs” means all expenses and costs, including reasonable attorneys’ fees and expenses, fees and out-of-pocket expenses of expert witnesses and costs of investigation, incurred by Lender as a result of any Event of Default under the Loan Agreement or in connection with efforts to collect any amount due under the Loan Documents, or to enforce the provisions of the Loan Agreement or any of the other Loan Documents, including those incurred in post-judgment collection efforts and in any bankruptcy or insolvency proceeding (including any action for relief from the automatic stay of any bankruptcy proceeding or Foreclosure Event) or judicial or non-judicial foreclosure proceeding, to the extent permitted by law.

“Environmental Indemnity ” has the meaning set forth in the Loan Agreement.

“Environmental Laws” has the meaning set forth in the Environmental Indemnity.

“Event of Default” has the meaning set forth in the Loan Agreement.

“Fixtures” means all Goods that are so attached or affixed to the Land or the Improvements as to constitute a fixture under the laws of the Property Jurisdiction.

“Goods” means all of Borrower’s present and hereafter acquired right, title and interest in all goods which are used now or in the future in connection with the ownership, management, or operation of the Land or the Improvements or are located on the Land or in the Improvements including inventory; furniture; furnishings; machinery, equipment, engines, boilers, incinerators, and installed building materials; systems and equipment for the purpose of supplying or distributing heating, cooling, electricity, gas, water, air, or light; antennas, cable, wiring, and conduits used in connection with radio, television, security, fire prevention, or fire detection, or otherwise used to carry electronic signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing systems and apparatus; security and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers, and other appliances; light fixtures, awnings, storm windows, and storm doors; pictures, screens, blinds, shades, curtains, and curtain rods; mirrors, cabinets, paneling, rugs, and floor and wall coverings; fences, trees, and plants; swimming pools; exercise equipment; supplies; tools; books and records (whether in written or electronic form); websites, URLs, blogs, and social network pages; computer equipment (hardware and software); and other tangible personal property which is used now or in the future in connection with the ownership, management, or operation of the Land or the Improvements or are located on the Land or in the Improvements.

“Imposition Deposits” means deposits in an amount sufficient to accumulate with Lender the entire sum required to pay the Impositions when due.

“Impositions” means

(a) any water and sewer charges which, if not paid, may result in a lien on all or any part of the Mortgaged Property;

(b) the premiums for fire and other casualty insurance, liability insurance, rent loss insurance and such other insurance as Lender may require under the Loan Agreement;

(c) Taxes; and

(d) amounts for other charges and expenses assessed against the Mortgaged Property which Lender at any time reasonably deems necessary to protect the Mortgaged Property, to prevent the imposition of liens on the Mortgaged Property, or otherwise to protect Lender’s interests, all as reasonably determined from time to time by Lender.

“Improvements” means the buildings, structures, improvements, Sites, and alterations now constructed or at any time in the future constructed or placed upon the Land, including any future replacements, facilities, and additions and other construction on the Land.

“Indebtedness” means the principal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument, or any other Loan Document, including, but not limited to, Prepayment Premiums, late charges, interest charged at the Default Rate, and accrued interest as provided in the Loan Agreement and this Security Instrument, advances, costs and expenses to perform the obligations of Borrower or to protect the Mortgaged Property or the security of this Security Instrument, all other monetary obligations of Borrower under the Loan Documents, including amounts due as a result of any indemnification obligations, and any Enforcement Costs.

“Land” means the real property described in Exhibit A attached to this Security Instrument and incorporated herein by reference.

“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 Mortgaged Property, including, without limitation, the Sites, or any portion of the Mortgaged Property, and all modifications, extensions or renewals thereof.

“Lien” means any claim or charge against property for payment of a debt or an amount owed for services rendered, including any mortgage, deed of trust, deed to secure debt, security interest, tax lien, any materialman’s or mechanic’s lien, or any lien of a Governmental Authority, including any lien in connection with the payment of utilities, or any other encumbrance.

“Mortgaged Property” means all of Borrower’s present and hereafter acquired right, title and interest, if any, in and to all of the following:

(a) the Land;

(b) the Improvements;

(c) the Personalty;

(d) current and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements, rights-of-way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and appurtenances related to or benefitting the Land or the Improvements, or both, and all rights-of-way, streets, alleys and roads which may have been or may in the future be vacated;

(e) insurance policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance pursuant to Lender’s requirements;

(f) awards, payments and other compensation made or to be made by any municipal, state or federal authority with respect to the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action, or (3) the total or partial taking of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property under the power of eminent domain or otherwise and including any conveyance in lieu thereof;

(g) contracts, options and other agreements for the sale of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property entered into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their obligations;

(h) all Leases and Rents;

(i) earnings, royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan;

(j) Imposition Deposits;

(k) refunds or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods before the real property tax year in which this Security Instrument is dated);

(l) tenant security deposits;

(m) names under or by which any of the above Mortgaged Property may be operated or known, and all trademarks, trade names, and goodwill relating to any of the Mortgaged Property;

(n) collateral accounts and all collateral account funds;

(o) products, and all cash and non-cash proceeds from the conversion, voluntary or involuntary, of any of the above into cash or liquidated claims, and the right to collect such proceeds;

(p) all of Borrower’s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production payments, net profit interests and other interests and estates in, under and on the Mortgaged Property and other oil, gas and mineral interests with which any of the foregoing interests or estates are pooled or unitized; and

(q) all of Borrower’s Accounts and contracts.

“Permitted Encumbrance” means only the easements, restrictions and other matters listed in a schedule of exceptions to coverage in the Title Policy and Taxes for the current tax year that are not yet due and payable.

“Personalty” means all of Borrower’s present and hereafter acquired right, title and interest in all Goods, accounts, choses of action, chattel paper, documents, general intangibles (including software), payment intangibles, instruments, investment property, letter of credit rights, supporting obligations, computer information, source codes, object codes, records and data, all telephone numbers or listings, claims (including claims for indemnity or breach of warranty), deposit accounts and other property or assets of any kind or nature related to the Land or the Improvements now or in the future, including operating agreements, surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements, and all other intangible property and rights relating to the operation of, or used in connection with, the Land or the Improvements, including all governmental permits relating to any activities on the Land.

“Prepayment Premium” has the meaning set forth in the Loan Agreement.

“Property Jurisdiction” means the jurisdiction in which the Land is located.

“Rents” means all rents (whether from residential or non-residential space), revenues and other income from the Land or the Improvements, whether now due, past due, or to become due, and tenant security deposits.

“Site” means a lot in the Mortgaged Property leased to a Person under a Lease.

“Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include any computer program that is included in the definition of Goods.

“Taxes” means all taxes, assessments, vault rentals and other charges, if any, general, special or otherwise, including assessments for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority or quasi-public authority, and which, if not paid, may become a lien, on the Land or the Improvements or any taxes upon any Loan Document.

“Title Policy” has the meaning set forth in the Loan Agreement.

“UCC” means the Uniform Commercial Code in effect in the Property Jurisdiction, as amended from time to time.

“UCC Collateral” means any or all of that portion of the Mortgaged Property in which a security interest may be granted under the UCC and in which Borrower has any present or hereafter acquired right, title or interest.

2. Grant.

(a) In consideration of the Indebtedness, the security title created and transferred to Lender by this Security Instrument and all renewals, extensions and modifications thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower irrevocably and unconditionally grants, warrants, conveys, bargains, sells, and assigns to and for the benefit of Lender, with power of sale and right of entry and possession, the Mortgaged Property, including the Land, to have and to hold such Mortgaged Property unto Lender and Lender’s successors and assigns, forever; Borrower hereby releasing, relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead exemption laws of the Property Jurisdiction, if applicable.

(b) Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, warrant, convey, bargain, sell, and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by any Lien other than Permitted Encumbrances. Borrower covenants that Borrower will warrant and defend the title to the Mortgaged Property against all claims and demands other than Permitted Encumbrances.

3. Security Agreement; Fixture Filing.

(a) To secure to Lender the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender a continuing security interest in the UCC Collateral. This Security Instrument constitutes a security agreement and a financing statement under the UCC. This Security Instrument also constitutes a financing statement pursuant to the terms of the UCC with respect to any part of the Mortgaged Property that is or may become a Fixture under applicable law, and will be recorded as a “fixture filing” in accordance with the UCC. Borrower hereby authorizes Lender to file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest without the signature of Borrower. If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the UCC or otherwise provided at law or in equity, in addition to all remedies provided by this Security Instrument and in any Loan Document. Lender may exercise any or all of its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability or validity of Lender’s other remedies. For purposes of the UCC, the debtor is Borrower and the secured party is Lender. The name and address of the debtor and secured party are set forth above which are the addresses from which information on the security interest may be obtained.

(b) Borrower represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth above, and Borrower will notify Lender in writing of any change in its chief executive office within five (5) days of such change; (2) Borrower is the record owner of the Mortgaged Property; (3) Borrower’s state of incorporation, organization, or formation, if applicable, is as set forth on Page 1 of this Security Instrument; (4) Borrower’s exact legal name is as set forth on Page 1 of this Security Instrument; (5) Borrower’s organizational identification number, if applicable, is as set forth after Borrower’s signature below; (6) Borrower is the owner of the UCC Collateral subject to no liens, charges or encumbrances other than the lien hereof; (7) except as expressly provided in the Loan Agreement, the UCC Collateral will not be removed from the Mortgaged Property without the consent of Lender; and (8) no financing statement covering any of the UCC Collateral or any proceeds thereof is on file in any public office except pursuant hereto.

(c) All property of every kind acquired by Borrower after the date of this Security Instrument which by the terms of this Security Instrument shall be subject to the lien and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower and without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument. Nevertheless, Borrower shall execute, acknowledge, deliver and record or file, as appropriate, all and every such further deeds of trust, deeds to secure debt, security agreements, financing statements, assignments and assurances as Lender shall require for accomplishing the purposes of this Security Instrument and to comply with the rerecording requirements of the UCC.

4. Assignment of Leases and Rents; Appointment of Receiver; Lender in Possession.

(a) As part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all Leases and Rents. It is the intention of Borrower to establish present, absolute and irrevocable transfers and assignments to Lender of all Leases and Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action on the part of Borrower. Borrower and Lender intend the assignments of Leases and Rents to be effective immediately and to constitute absolute present assignments, and not assignments for additional security only. Only for purposes of giving effect to these absolute assignments of Leases and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the Mortgaged Property. However, if these present, absolute and unconditional assignments of Leases and Rents are not enforceable by their terms under the laws of the Property Jurisdiction, then each of the Leases and Rents shall be included as part of the Mortgaged Property, and it is the intention of Borrower, in such circumstance, that this Security Instrument create and perfect a lien on each of the Leases and Rents in favor of Lender, which liens shall be effective as of the date of this Security Instrument.

(b) Until an Event of Default has occurred and is continuing, but subject to the limitations set forth in the Loan Documents, Borrower shall have a revocable license to exercise all rights, power and authority granted to Borrower under the Leases (including the right, power and authority to modify the terms of any Lease, extend or terminate any Lease, or enter into new Leases, subject to the limitations set forth in the Loan Documents), and to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender, and to apply all Rents to pay the Loan and the other amounts then due and payable under the other Loan Documents, including Imposition Deposits, and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities and Impositions (to the extent not included in Imposition Deposits), tenant improvements and other capital expenditures. So long as no Event of Default has occurred and is continuing (and no event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing), the Rents remaining after application pursuant to the preceding sentence may be retained and distributed by Borrower free and clear of, and released from, Lender’s rights with respect to Rents under this Security Instrument.

(c) If an Event of Default has occurred and is continuing, without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction, the revocable license granted to Borrower pursuant to Section 4(b) shall automatically terminate, and Lender shall immediately have all rights, powers and authority granted to Borrower under any Lease (including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease) and, without notice, Lender shall be entitled to all Rents as they become due and payable, including Rents then due and unpaid. During the continuance of an Event of Default, Borrower authorizes Lender to collect, sue for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender, and Borrower shall, upon Borrower’s receipt of any Rents from any sources, pay the total amount of such receipts to Lender. Although the foregoing rights of Lender are self-effecting, at any time during the continuance of an Event of Default, Lender may make demand for all Rents, and Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to all tenants of the Mortgaged Property instructing them to pay all Rents to Lender. No tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default, and no tenant shall be obligated to pay to Borrower any amounts that are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered to each tenant personally, by mail or by delivering such demand to each rental unit.

(d) If an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency of Borrower, and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may exclude Borrower and its agents and employees therefrom, in order to perform all acts that Lender, in its discretion, determines to be necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification of Leases, the collection of all Rents (including through use of a lockbox, at Lender’s election), the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management, operation or maintenance of the Mortgaged Property, for the purposes of enforcing this assignment of Rents, protecting the Mortgaged Property or the security of this Security Instrument and the Loan, or for such other purposes as Lender in its discretion may deem necessary or desirable.

(e) Notwithstanding any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred and is continuing, and regardless of the adequacy of Lender’s security or Borrower’s solvency, and without the necessity of giving prior notice (oral or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of a receiver for the Mortgaged Property to take any or all of the actions set forth in Section 4. If Lender elects to seek the appointment of a receiver for the Mortgaged Property at any time after an Event of Default has occurred and is continuing, Borrower, by its execution of this Security Instrument, expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte, if permitted by applicable law. Borrower consents to shortened time consideration of a motion to appoint a receiver. Lender or the receiver, as applicable, shall be entitled to receive a reasonable fee for managing the Mortgaged Property and such fee shall become an additional part of the Indebtedness. Immediately upon appointment of a receiver or Lender’s entry upon and taking possession and control of the Mortgaged Property, possession of the Mortgaged Property and all documents, records (including records on electronic or magnetic media), accounts, surveys, plans, and specifications relating to the Mortgaged Property, and all security deposits and prepaid Rents, shall be surrendered to Lender or the receiver, as applicable.  If Lender or receiver takes possession and control of the Mortgaged Property, Lender or receiver may exclude Borrower and its representatives from the Mortgaged Property.

(f) The acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 4 shall not at any time or in any event obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not be liable in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property. Prior to Lender’s actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:

(1) obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease);

(2) obligated to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property; or

(3) responsible for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property.

The execution of this Security Instrument shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking possession and control by Lender of the Land and Improvements.

(g) Lender shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall not be liable to Borrower, anyone claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of any act or omission of Lender under this Section 4, and Borrower hereby releases and discharges Lender from any such liability to the fullest extent permitted by law, provided that Lender shall not be released from liability that occurs as a result of Lender’s gross negligence or willful misconduct as determined by a court of competent jurisdiction pursuant to a final, non-appealable court order. If the Rents are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Lender for such purposes shall be added to, and become a part of, the principal balance of the Indebtedness, be immediately due and payable, and bear interest at any default rate from the date of disbursement until fully paid. Any entering upon and taking control of the Mortgaged Property by Lender or the receiver, and any application of Rents as provided in this Security Instrument, shall not cure or waive any Event of Default or invalidate any other right or remedy of Lender under applicable law or provided for in this Security Instrument or any Loan Document.

5. Reserved.

6. Protection of Lender’s Security.

If Borrower fails to perform any of its obligations under the Note, this Security Instrument or any other Loan Document, or any action or proceeding is commenced that purports to affect the Mortgaged Property, Lender’s security, rights or interests under this Security Instrument or any Loan Document (including eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of Environmental Laws, fraudulent conveyance or reorganizations or proceedings involving a debtor or decedent), Lender may, at its option, make such appearances, disburse or pay such sums and take such actions, whether before or after an Event of Default or whether directly or to any receiver for the Mortgaged Property, as Lender reasonably deems necessary to perform such obligations of Borrower and to protect the Mortgaged Property or Lender’s security, rights or interests in the Mortgaged Property or the Loan Documents, including:

(a) paying fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants;

(b) entering upon the Mortgaged Property to make repairs or secure the Mortgaged Property;

(c) obtaining (or force-placing) the insurance required by the Loan Documents; and

(d) paying any amounts required under any of the Loan Documents related to the Note that Borrower has failed to pay.

Any amounts so disbursed or paid by Lender shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable and bear interest at any default rate from the date of disbursement until fully paid. The provisions of this Section 5 shall not be deemed to obligate or require Lender to incur any expense or take any action.

7. Default; Acceleration; Remedies.

(a) If an Event of Default has occurred and is continuing, Lender, at its option, may declare the Indebtedness to be immediately due and payable without further demand, and may either with or without entry or taking possession as herein provided or otherwise, proceed by suit or suits at law or in equity or any other appropriate proceeding or remedy (1) to enforce payment of the Loan; (2) to foreclose this Security Instrument judicially or non-judicially by the power of sale granted herein; (3) to enforce or exercise any right under any Loan Document; and (4) to pursue any one (1)or more other remedies provided in this Security Instrument or in any other Loan Document or otherwise afforded by applicable law. Each right and remedy provided in this Security Instrument or any other Loan Document is distinct from all other rights or remedies under this Security Instrument or any other Loan Document or otherwise afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order. Borrower has the right to bring an action to assert the nonexistence of an Event of Default or any other defense of Borrower to acceleration and sale.

(b) Borrower acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial hearing and hereby appoints Lender as Borrower’s agent and attorney-in-fact to exercise such power of sale in the name and on behalf of Borrower. In the event Lender invokes the power of sale:

(1) Borrower hereby authorizes and empowers Lender to take possession of the Mortgaged Property, or any part thereof, and hereby grants to Lender a power of sale and authorizes and empowers Lender to sell (or, in the case of the default of any purchaser, to resell) the Mortgaged Property or any part thereof, in compliance with applicable law, including compliance with any and all notice and timing requirements for such sale;

(2) Lender may sell and dispose of the Mortgaged Property at public auction, at the usual place for conducting sales at the courthouse in the county where all or any part of the Mortgaged Property is located, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice of sale once a week for four (4) consecutive weeks (without regard to the actual number of days) in a newspaper in which serves as the official publication of legal notices and advertisements in such county, all other notice being waived by Borrower; and Lender may thereupon execute and deliver to the purchaser a sufficient instrument of conveyance of the Mortgaged Property, which may contain recitals as to the happening of the Event of Default upon which the execution of the power of sale granted by this Section 6 depends. The recitals in the instrument of conveyance shall be presumptive evidence that Lender duly complied with all preliminary acts prerequisite to the sale and instrument of conveyance. Borrower constitutes and appoints Lender as Borrower’s agent and attorney-in-fact to make such recitals, sale and conveyance;

(3) the power and agency granted in this Section 6 are coupled with an interest, are irrevocable by death or otherwise, and are in addition to the remedies for collection of the Indebtedness as provided by law. Borrower ratifies all of Lender’s acts, as such attorney-in-fact, and Borrower agrees that such recitals shall be binding and conclusive upon Borrower and that the conveyance to be made by Lender (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtsey, and all other exemptions of Borrower, or its successors in interest, in and to the Mortgaged Property; and

(4) the Mortgaged Property may be sold in one (1) parcel and as an entirety, or in such parcels, manner or order as Lender, in its discretion, may elect, and one (1) or more exercises of the powers granted in this Section 6 shall not extinguish or exhaust the power unless the entire Mortgaged Property is sold or the Indebtedness is paid in full, and Lender shall collect the proceeds of such sale, applying such proceeds as provided in this Section 6. In the event of a deficiency, Borrower shall immediately on demand from Lender pay such deficiency to Lender, subject to the provisions of the Note limiting Borrower’s personal liability for payment of the Indebtedness. Borrower waives all rights, claims, and defenses with respect to Lender’s ability to obtain a deficiency judgment. Borrower acknowledges that Lender may bid for and purchase the Mortgaged Property at any foreclosure sale and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price.

(c) If the Mortgaged Property is sold pursuant to this Section 6, Borrower, or any person holding possession of the Mortgaged Property through Borrower, shall surrender possession of the Mortgaged Property to the purchaser at such sale on demand. If possession is not surrendered on demand, Borrower or such person shall be a tenant holding over and may be dispossessed in accordance with Georgia law.

(d) Borrower covenants and agrees that Lender shall apply the proceeds of any sale in the following order:

(1) to all reasonable costs and expenses of the sale, including reasonable attorneys’ fees and costs associated with title evidence and the reasonable cost of such other professionals who provided services in connection with the sale or establishing a deficiency, if any;

(2) to the Indebtedness in such order as Lender, in Lender’s discretion, directs; and

(3) the excess, if any, to the person or persons legally entitled to the excess.

(e) In connection with the exercise of Lender’s rights and remedies under this Security Instrument and any other Loan Document, there shall be allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all other expenditures and expenses which may be paid or incurred by or on behalf of Lender for reasonable legal fees, appraisal fees, outlays for documentary and expert evidence, stenographic charges and publication costs; (2) all expenses of any environmental site assessments, environmental audits, environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation of or in connection with the exercise of Lender’s rights and remedies under the Loan Documents; and (3) costs (which may be reasonably estimated as to items to be expended in connection with the exercise of Lender’s rights and remedies under the Loan Documents) of procuring all abstracts of title, title searches and examinations, title insurance policies, and similar data and assurance with respect to title as Lender may deem reasonably necessary either to prosecute any suit or to evidence the true conditions of the title to or the value of the Mortgaged Property to bidders at any sale which may be held in connection with the exercise of Lender’s rights and remedies under the Loan Documents. All expenditures and expenses of the nature mentioned in this Section 6 and such other expenses and fees as may be incurred in the protection of the Mortgaged Property and rents and income therefrom and the maintenance of the lien of this Security Instrument, including the fees of any attorney employed by Lender in any litigation or proceedings affecting this Security Instrument, the Note, the other Loan Documents, or the Mortgaged Property, including bankruptcy proceedings, any Foreclosure Event, or in preparation of the commencement or defense of any proceedings or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and shall be immediately due and payable by Borrower, with interest thereon at any default rate until paid.

(f) Any action taken by Lender pursuant to the provisions of this Section 6 shall comply with the laws of the Property Jurisdiction. Such applicable laws shall take precedence over the provisions of this Section 6, but shall not invalidate or render unenforceable any other provision of any Loan Document that can be construed in a manner consistent with any applicable law. If any provision of this Security Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession) or a receiver appointed pursuant to the provisions of this Security Instrument any powers, rights or remedies prior to, upon, during the continuance of or following an Event of Default that are more limited than the powers, rights, or remedies that would otherwise be vested in such party under any applicable law in the absence of said provision, such party shall be vested with the powers, rights, and remedies granted in such applicable law to the full extent permitted by law.

8. Waiver of Statute of Limitations and Marshaling.

Borrower hereby waives the right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action brought to enforce any Loan Document. Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this Security Instrument and/or any other Loan Document or by applicable law. Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of such remedies. Borrower, for itself and all who may claim by, through, or under it, and any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Security Instrument waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels (at the same time or different times) in connection with the exercise of any of the remedies provided in this Security Instrument or any other Loan Document, or afforded by applicable law.

9. Waiver of Redemption; Rights of Tenants.

(a) Subject, in any event, to Section 12(c) hereof, Borrower hereby covenants and agrees that it will not at any time apply for, insist upon, plead, avail itself, or in any manner claim or take any advantage of, any appraisement, stay, exemption or extension law or any so-called “Moratorium Law” now or at any time hereafter enacted or in force in order to prevent or hinder the enforcement or foreclosure of this Security Instrument. Without limiting the foregoing:

(1) Borrower for itself and all Persons who may claim by, through, or under Borrower, hereby expressly waives any so-called “Moratorium Law” and any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security Instrument, it being the intent hereof that any and all such “Moratorium Laws,” and all rights of reinstatement and redemption of Borrower and of all other Persons claiming by, through, or under Borrower are and shall be deemed to be hereby waived to the fullest extent permitted by applicable law; and

(2) Borrower shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power or remedy herein or otherwise granted or delegated to Lender but will suffer and permit the execution of every such right, power and remedy as though no such law or laws had been made or enacted.

(b) Lender shall have the right to foreclose subject to the rights of any tenant or tenants of the Mortgaged Property having an interest in the Mortgaged Property prior to that of Lender. The failure to join any such tenant or tenants of the Mortgaged Property as party defendant or defendants in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights shall not be asserted by Borrower as a defense in any civil action instituted to collect the Indebtedness, or any part thereof or any deficiency remaining unpaid after foreclosure and sale of the Mortgaged Property, any statute or rule of law at any time existing to the contrary notwithstanding.

10. Notice.

(a) All notices under this Security Instrument shall be:

(1) in writing, and shall be (A) delivered, in person, (B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested, or (C) sent by overnight express courier;

(2) addressed to the intended recipient at its respective address set forth above; and

(3) deemed given on the earlier to occur of:

(A) the date when the notice is received by the addressee; or

(B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service.

(b) Any party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice given to the other party in accordance with this Section 9.

(c) Any required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance with this Section 10.

11. Mortgagee-in-Possession.

Borrower acknowledges and agrees that the exercise by Lender of any of the rights conferred in this Security Instrument shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and Improvements.

12. Release and Reconveyance.

Upon payment in full of the Indebtedness, Lender shall cause the release of this Security Instrument and the reconveyance of the Mortgaged Property to Borrower, and Borrower shall pay Lender’s costs incurred in connection with such release and reconveyance.

13. Georgia State Specific Provisions.

(a) To the fullest extent permitted by law, Borrower agrees that Borrower will not at any time insist upon, plead, claim or take the benefit or advantage of any present or future law providing for any appraisement, valuation, stay, extension or redemption, homestead, moratorium, reinstatement, marshaling or forbearance, and Borrower, for Borrower, Borrower’s heirs, devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in the Mortgaged Property, to the fullest extent permitted by law, waives and releases all rights of redemption, valuation, appraisement, stay of execution, reinstatement (including all rights under O.C.G.A. Section 44-14-85), notice of intention to mature or declare due the whole of the Indebtedness, and all rights to a marshaling of assets of Borrower, including the Mortgaged Property.

(b) This Security Instrument secures future advances.

(c) This conveyance is intended to and shall constitute and be construed as (1) a deed passing fee title to the Mortgaged Property to Lender, and is made under those provisions of the existing laws of the State of Georgia (O.C.G.A. Section 44-14-60 et seq.) relating to conveyances and deeds to secure debt (a/k/a “security deed”), and not a mortgage, and is given to secure the payment and performance of the Indebtedness, and (2) a security agreement pursuant to the provisions of the Uniform Commercial Code of Georgia, Title 11 of the Official Code of Georgia. Moreover, use of the terms “Mortgaged Property,” whether in this Security Instrument or in any other Loan Document, shall not be construed to mean that this Security Instrument is a mortgage.

(d) Lender’s acceptance, if any, of an assumption of the obligations of this Security Instrument and the Note, and the release of Borrower pursuant to the Loan Agreement, shall not constitute a novation and shall not affect the priority of the lien created by this Security Instrument.

(e) The interest of Lender under this Security Instrument and the liability and obligation of Borrower for the Indebtedness arise from a “commercial transaction” within the meaning of O.C.G.A. Section 44-14-260(1). Accordingly, pursuant to O.C.G.A. Section 44-14-263, Borrower waives any and all rights which Borrower may have to notice (other than as may be expressly provided for herein) prior to seizure by Lender of any interest in personal property of Borrower which constitutes part of the Mortgaged Property, whether such seizure is by writ of possession or otherwise.

(f) In all events where Borrower may be obligated to pay all reasonable costs, expenses and attorneys’ fees incurred by Lender in connection with the Loan Documents, “reasonable attorneys’ fees” or words of similar import shall in all events mean reasonable attorneys’ fees, actually incurred, without the application of the statutory presumption established by the O.C.G.A. Section 13-1-11.

(g) Pursuant to O.C.G.A. Section 44-14-80, the parties to this Security Instrument intend to establish and do hereby establish a perpetual or indefinite security interest in the Mortgaged Property.

(h) Wherever the word “lien” is used with respect to the encumbrance effected by this Security Instrument, such as in the phrase “the lien of this Security Instrument,” or words of similar import, such word shall mean and be a reference to the “lien and security title” of this Security Instrument.

14. Governing Law; Consent to Jurisdiction and Venue.

With respect to procedural matters related to the perfection of Lender’s lien, to the enforcement of Lender’s remedies hereunder, or to non-waivable provisions of the laws of the Property Jurisdiction, this Security Instrument shall be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. In all other respects, this Security Instrument shall be governed by the laws of the State of Tennessee without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Notwithstanding the foregoing to the contrary, should there be a question as to whether any provision of this Security Instrument is void, voidable, or unenforceable by applicable of the laws of the State of Tennessee, then such provision in question shall be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Borrower agrees that any controversy arising under this Security Instrument shall be litigated, in Lender’s sole discretion, exclusively in the state or federal courts located in the Property Jurisdiction or in Knoxville, Knox County, Tennessee. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.

15. Miscellaneous Provisions.

(a) This Security Instrument shall bind, and the rights granted by this Security Instrument shall benefit, the successors and assigns of Lender. This Security Instrument shall bind, and the obligations granted by this Security Instrument shall inure to, any permitted successors and assigns of Borrower under the Loan Agreement. If more than one (1) person or entity signs this Security Instrument as Borrower, the obligations of such persons and entities shall be joint and several. The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Security Instrument shall create any other relationship between Lender and Borrower. No creditor of any party to this Security Instrument and no other person shall be a third party beneficiary of this Security Instrument or any other Loan Document.

(b) The invalidity or unenforceability of any provision of this Security Instrument or any other Loan Document shall not affect the validity or enforceability of any other provision of this Security Instrument or of any other Loan Document, all of which shall remain in full force and effect. This Security Instrument contains the complete and entire agreement among the parties as to the matters covered, rights granted and the obligations assumed in this Security Instrument. This Security Instrument may not be amended or modified except by written agreement signed by the parties hereto.

(c) The following rules of construction shall apply to this Security Instrument:

(1) The captions and headings of the sections of this Security Instrument are for convenience only and shall be disregarded in construing this Security Instrument.

(2) Any reference in this Security Instrument to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Security Instrument or to a Section or Article of this Security Instrument.

(3) Any reference in this Security Instrument to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(4) Use of the singular in this Security Instrument includes the plural and use of the plural includes the singular.

(5) As used in this Security Instrument, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only, and not a limitation.

(6) Whenever Borrower’s knowledge is implicated in this Security Instrument or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Security Instrument, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.

(7) Unless otherwise provided in this Security Instrument, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

(8) All references in this Security Instrument to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(9) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

16. Time is of the Essence.

Borrower agrees that, with respect to each and every obligation and covenant contained in this Security Instrument and the other Loan Documents, time is of the essence.

17. WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS SECURITY INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH OF BORROWER AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, Borrower has signed and delivered this Security Instrument under seal (where applicable) or has caused this Security Instrument to be signed and delivered by its duly authorized representative under seal (where applicable) as of the date first above written.

Commission Expiration Date: 03/15/2022  

(NOTARY SEAL)

EXHIBIT A

LEGAL DESCRIPTION

All those tracts or parcels of land lying and being in Land Lots 110 and 111 of the 5^th District of Houston County, Georgia and being more particularly described below:

PARCEL 2

A-3

Exhibit 10.4

ASSIGNMENT OF MANAGEMENT AGREEMENT

This ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Assignment”) is entered into effective as of November 12, 2021, by MOBILE HOME RENTALS LLC, a North Carolina limited liability company, whose address for notice is 136 Main Street, Pineville, NC 28134, Attention: Raymond M. Gee (the “Manager”), SPRINGLAKE MHP LLC, a Georgia limited liability company, with a notice address of 136 Main Street, Pineville, NC 28134 (“Borrower”), and FIRSTBANK, a Tennessee banking corporation, with its address at 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902 (the “Lender”).

RECITALS

A. Borrower is indebted to Lender pursuant to the following loan (“Loan”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $4,016,250.00; (ii) that certain Loan Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower and Lender; and (iii) those Loan Documents (as defined in the Loan Agreement) (herein “Loan Documents”), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

A. Borrower is the owner of certain real and personal property as more fully described as the “Mortgaged Property” in the Security Instrument.

B. Manager is the managing agent of the Mortgaged Property pursuant to that certain Property Management Agreement dated as of November 14, 2019 between Manager and Borrower (the “Management Agreement”).

C. Borrower is willing to assign its rights under the Management Agreement to Lender as additional security for the Loan.

D. Manager is willing to consent to this Assignment and to attorn to Lender upon receipt of notice of the occurrence of an Event of Default (as hereinafter defined) by Borrower under the Loan Documents, and perform its obligations under the Management Agreement for Lender, or its successors in interest, or to permit Lender to terminate the Management Agreement without liability.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Borrower, Lender and Manager agree as follows:

AGREEMENTS

Section 1. Recitals.

The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Assignment.

Section 2. Assignment.

Borrower hereby transfers, assigns and sets over to Lender, its successors and assigns, all right, title and interest of Borrower in and to the Management Agreement. Manager hereby consents to the foregoing assignment. The foregoing assignment is being made by Borrower to Lender as collateral security for the full payment and performance by Borrower of all of its obligations under the Loan Documents. Although it is the intention of the parties that the assignment hereunder is a present assignment, until the occurrence of any default or failure to perform or observe any obligation, condition, covenant, term, agreement or provision required to be performed or observed by Borrower or any other party under any of the Loan Documents beyond any applicable grace or cure period provided for therein (an “Event of Default”), Borrower may exercise all rights as tenant and Borrower of the Mortgaged Property under the Management Agreement, except as otherwise provided in this Assignment. The foregoing assignment shall remain in effect as long as the Loan, or any part thereof, remains unpaid, but shall automatically terminate upon the release of the Security Instrument as a lien on the Mortgaged Property.

Section 3. Representations and Warranties.

Borrower and Manager represent and warrant to Lender that (a) the Management Agreement is unmodified and is in full force and effect, (b) the Management Agreement is a valid and binding agreement enforceable against the parties in accordance with its terms, and (c) neither party is in default in performing any of its obligations under the Management Agreement. Borrower further represents and warrants to Lender that it has not executed any prior assignment of the Management Agreement, nor has it performed any acts or executed any other instrument which might prevent Lender from operating under any of the terms and conditions of this Assignment, or which would limit Lender in such operation. Manager further represents and warrants to Lender that (1) Manager has not assigned its interest in the Management Agreement, (2) Manager has no notice of any prior assignment, hypothecation or pledge of Borrower’s interest under the Management Agreement, (3) as of the date hereof, Manager has no counterclaim, right of set-off, defense or like right against Borrower, and (4) as of the date hereof, Manager has been paid all amounts due under the Management Agreement.

Section 4. Lender’s Right to Cure.

In the event of any default by Borrower under the Management Agreement beyond any applicable grace, notice or cure periods, Lender shall have the right, but not the obligation, upon notice to Borrower and Manager and until such default is cured, to cure any default and take any action under the Management Agreement to preserve the same. Borrower hereby grants to Lender the right of access to the Mortgaged Property for this purpose, if such action is necessary. Borrower hereby authorizes Manager to accept the performance of Lender in such event, without question. Any advances made by Lender to cure a default by Borrower under the Management Agreement shall become part of the indebtedness and shall bear interest at the Default Rate under the Loan Agreement and shall be secured by the Security Instrument.

Section 5. Covenants.

(a) Borrower Covenants.

Borrower hereby covenants with Lender that, during the term of this Assignment:

(1) Borrower shall not assign Borrower’s interest in the Management Agreement or any portion thereof, or transfer the responsibility for management of the Mortgaged Property from Manager to any other person or entity without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(2) Borrower shall not cancel, terminate, surrender, modify or amend any of the terms or provisions of the Management Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(3) Borrower shall not forgive any material obligation of the Manager or any other party under the Management Agreement, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(4) Borrower shall perform all obligations of Borrower under the Management Agreement in accordance with the provisions thereof, any failure of which would constitute a default under the Management Agreement; and

(5) Borrower shall give Lender written notice of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Mortgaged Property.

Any of the foregoing acts done or suffered to be done without Lender’s prior written consent shall constitute an Event of Default.

(b) Manager agrees that:

(1) (A) any fees payable to Manager pursuant to the Management Agreement are and shall be subordinated in right of payment, to the extent and in the manner provided in this Assignment, to the prior payment in full of the indebtedness described in the Loan Agreement, and (B) the Management Agreement is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Loan Documents (including all sums advanced for the purposes of (i) protecting or further securing the lien of the Security Instrument, curing Events of Default by Borrower under the Loan Documents or for any other purposes expressly permitted by the Loan Documents, or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property);

(2) if, by reason of its exercise of any other right or remedy under the Management Agreement, Manager acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this Section 5(b)) would be senior to the lien of the Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Security Instrument;

(3) until Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, Manager shall be entitled to retain for its own account all payments made under or pursuant to the Management Agreement;

(4) after Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, it will not accept any payment of fees under or pursuant to the Management Agreement without Lender’s prior written consent;

(5) if, after Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, Manager receives any payment of fees under the Management Agreement, or if Manager receives any other payment or distribution of any kind from Borrower or from any other person or entity in connection with the Management Agreement which Manager is not permitted by this Assignment to retain for its own account, such payment or other distribution will be received and held in trust for Lender and unless Lender otherwise notifies Manager, will be promptly remitted, in cash or readily available funds, to Lender, properly endorsed to Lender, to be applied to the principal of, interest on and other amounts due under the Loan Documents evidencing and securing the Loan in such order and in such manner as Lender shall determine in its sole and absolute discretion. Manager hereby irrevocably designates, makes, constitutes and appoints Lender (and all persons or entities designated by Lender) as Manager’s true and lawful attorney in fact with power to endorse the name of Manager upon any checks representing payments referred to in this Section 5, which power of attorney is coupled with an interest and cannot be revoked, modified or amended without the written consent of Lender;

(6) Manager shall notify (via telephone or email, followed by written notice) Lender of Manager’s receipt from any person or entity other than Borrower of a payment with respect to Borrower’s obligations under the Loan Documents, promptly after Manager obtains knowledge of such payment;

(7) During the term of this Assignment, Manager will not commence or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to Borrower, without Lender’s prior written consent; and

(8) Intentionally Deleted.

Section 6. Lender’s Rights Upon an Event of Default.

(a) Upon receipt by Manager of written notice from Lender that an Event of Default has occurred and is continuing, Lender shall have the right to exercise all rights as owner of the Mortgaged Property under the Management Agreement.

(b) Borrower agrees that after Borrower receives written notice (or otherwise has actual knowledge) of an Event of Default, it will not make any payment of fees under or pursuant to the Management Agreement without Lender’s prior written consent.

Section 7. Termination of Management Agreement.

After the occurrence and during the continuance of an Event of Default, Lender (or its nominee) shall have the right any time thereafter to terminate the Management Agreement, without cause and without liability, by giving written notice to Manager of its election to do so. Lender’s notice shall specify the date of termination, which shall not be less than thirty (30) days after the date of such notice.

Section 8. Books and Records.

On the effective date of termination of the Management Agreement, Manager shall turn over to Lender all books and records relating to the Mortgaged Property (copies of which may be retained by Manager, at Manager’s expense), together with such authorizations and letters of direction addressed to tenants, suppliers, employees, banks and other parties as Lender may reasonably require. Manager shall cooperate with Lender in the transfer of management responsibilities to Lender or its designee. A final accounting of unpaid fees (if any) due to Manager under the Management Agreement shall be made within sixty (60) days after the effective date of termination, but Lender shall not have any liability or obligation to Manager for unpaid fees or other amounts payable under the Management Agreement which accrue before Lender (or its nominee) acquires title to the Mortgaged Property, or Lender becomes a mortgagee in possession.

Section 9. Notice.

(a) Process of Serving Notice.

All notices under this Assignment shall be:

(1) in writing and shall be:

(A) delivered, in person;

(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(C) sent by overnight courier; or

(D) sent by electronic mail with originals to follow by overnight courier;

(2) addressed to the intended recipient at its respective address set forth above; and

(3) deemed given on the earlier to occur of:

(A) if personally delivered, on the date such notice is personally delivered;

(B) if sent by recognized overnight express courier service, on the business day immediately following the day said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided and marked for next day delivery;

(C) if mailed, on the date which is five (5) days after the date said notice is deposited in the United States Mail;

(D) the date when the notice is received by the addressee; or

(E) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service.

(b) Change of Address.

Any party to this Assignment may change the address to which notices intended for it are to be directed by means of notice given to the other parties to this Assignment in accordance with this Section 9.

(c) Default Method of Notice.

Any required notice under this Assignment which does not specify how notices are to be given shall be given in accordance with this Section 9.

(d) Receipt of Notices.

Borrower, Manager and Lender shall not refuse or reject delivery of any notice given in accordance with this Assignment. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Section 10. Counterparts.

This Assignment may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument.

Section 11. Governing Law; Venue and Consent to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee, without resorting to its laws of conflicts.

(b) Venue; Consent to Jurisdiction.

BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS ASSIGNMENT SHALL BE WITH COURTS SITTING IN KNOX COUNTY, TENNESSEE. Borrower irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.

(c) WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER, LENDER, AND MANAGER (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS ASSIGNMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER, LENDER, AND MANAGER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (ii) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY, WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

Section 12. Severability; Amendments.

The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision of this Assignment, all of which shall remain in full force and effect. This Assignment contains the complete and entire agreement among the parties as to the matters covered, rights granted and the obligations assumed in this Assignment. This Assignment may not be amended or modified except by written agreement signed by the parties hereto.

Section 13. Construction.

(a) The captions and headings of the sections of this Assignment are for convenience only and shall be disregarded in construing this Assignment.

(b) Any reference in this Assignment to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Assignment or to a Section or Article of this Assignment. All exhibits and schedules attached to or referred to in this Assignment, if any, are incorporated by reference into this Assignment.

(c) Any reference in this Assignment to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(d) Use of the singular in this Assignment includes the plural and use of the plural includes the singular.

(e) As used in this Assignment, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only and not a limitation.

(f) Whenever Borrower’s knowledge is implicated in this Assignment or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Assignment, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.

(g) Unless otherwise provided in this Assignment, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

(h) All references in this Assignment to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(i) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

Section 14. Counterparts; Electronic Transmission. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original. The parties agree that if a paper original of this Agreement executed by one or more of the parties is sent by electronic transmission (an “Executed Copy”), (i) the Executed Copy shall be treated in all respects as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Assignment shall be re-executed by the parties who signed the Executed Copy and the executed paper original Assignment shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Assignment or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Assignment is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation, a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

[Signature page follows]

IN WITNESS WHEREOF, Borrower, Lender and Manager have signed and delivered (or caused to be signed and delivered) this Assignment of Management Agreement as of the date first written above.

IN WITNESS WHEREOF, Borrower, Lender and Manager have signed and delivered (or caused to be signed and delivered) this Assignment of Management Agreement as of the date first written above.

9

Exhibit 10.5

ASSIGNMENT OF OWNERSHIP INTERESTS

This ASSIGNMENT OF OWNERSHIP INTERESTS (the “Assignment”) is entered into effective as of November 12, 2021 by MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation, with an address for notice of 136 Main Street, Pineville, North Carolina 28134 (“Grantor”), in favor of FIRSTBANK, a Tennessee banking corporation, whose address is 520 W. Summit Hill Dr., Suite 801, Knoxville, TN 37902 (“Lender”).

RECITALS

A. SPRINGLAKE MHP LLC, a Georgia limited liability company (“Borrower”), is indebted to Lender pursuant to a loan (“Loan”) evidenced, governed, and/or secured by the following (collectively, the “Loan Documents”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $4,016,250.00; (ii) that certain Loan Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower and Lender; and (iii) those Loan Documents (as defined in the Loan Agreement), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

B. Grantor is the sole member of Borrower.

C. Lender would not extend the credit evidenced by the Note without Grantor pledging as collateral its ownership interests in Borrower in order to secure the prompt and complete performance of all of the obligations and payment of all of the indebtedness under the Note and other Loan Documents (all such obligations and indebtedness are hereinafter referred to collectively as the “Liabilities”).

NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Defined Terms. As used in this Assignment, the following terms shall have the following meanings:

(a) “Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of Tennessee.

(b) “Governing Agreement” or “Governing Agreements” shall refer to, depending on Borrower’s form of organization, (i)  Borrower’s bylaws, operating agreement, partnership agreement, or like document, in each case, together with any and all other voting agreements or other documents evidencing any agreement between the holders of the ownership interests of Borrower and Borrower’s interests therein, and any amendments or modifications to any of the foregoing, and (ii) Borrower’s charter, articles of organization, certificate of limited partnership, statement of partnership authority, or like document evidencing the formation and/or the holders of the ownership interests of Borrower, and any amendments or modifications to any of the foregoing, all in accordance with the terms of this Assignment.

(c) “Proceeds” shall mean “proceeds,” as such term is defined in the Code and shall include, but not be limited to: (i) any and all payments (in any form whatsoever) made or due and payable to Grantor from time to time in connection with any condemnation, seizure or forfeiture of all or any part of the Pledged Interests (as hereinafter defined) by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority); (ii) any and all amounts paid or payable to Grantor for or in connection with any sale or other disposition of a Grantor’s interest in Borrower; and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Pledged Interests.

2. Grant of Security Interest. As security for the prompt and complete payment and performance when due of the Liabilities, Grantor hereby grants to Lender a security interest in and pledges to Lender all of the following (each of which is referred to individually as a “Pledged Interest” and collectively as the “Pledged Interests”):

(a) all of Grantor’s right, title and interest as an owner in Borrower to receive distributions at any time or from time to time of cash and other property, real, personal or mixed, from Borrower upon complete or partial liquidation or otherwise;

(b) all of Grantor’s right, title and interest, if any, in Borrower’s property;

(c) all of Grantor’s right, title and interest, if any, to participate in the management and voting of Borrower;

(d) all of Grantor’s right, title and interest in and to: (i) all rights, privileges, authority and power of Grantor as owner or holder of the items specified in (a), (b) and (c) above, including, but not limited to, all contract rights related thereto; (ii) all options and other agreements for the purchase or acquisition of any interests in Borrower; and (iii) any document or certificate representing or evidencing Grantor’s rights and interests in Borrower; and

(e) to the extent not otherwise included, all proceeds and products of any of the foregoing.

3. Representations and Warranties. Grantor represents and warrants that:

(a) Grantor is the sole member of Borrower and the sole owner of such Grantor’s Pledged Interest, free and clear of any and all liens and claims whatsoever except for the security interest granted to Lender pursuant to this Assignment. No other person has control of any of Pledged Interest.

(b) Except as set forth in the Loan Agreement, no security agreement, financing statement, assignment, equivalent security or lien instrument or continuation statement covering all or any part of the Pledged Interests is on file or of record in any public office or in the records of Borrower, as applicable, except financing statements with respect to the Pledged Interests filed by Lender pursuant to this Assignment.

(c) Upon the filing of all appropriate financing statements under the Code, all steps necessary to create and perfect the security interest(s) created by this Assignment as a valid and continuing first lien on and first perfected security interest in the Pledged Interests in favor of Lender, prior to all other liens, security interests and other claims of any sort whatsoever against such Pledged Interests, will have been taken.

(d) Grantor has not changed its name, or used, adopted or discontinued the use of any fictitious name.

(e) Grantor has all power, statutory and otherwise, to execute and deliver this Assignment, to perform Grantor’s obligations hereunder and to subject its Pledged Interests to the security interest created hereby, all of which has been duly authorized by all necessary action.

(f) No amendments or supplements have been made to any Governing Agreement of Borrower since it was originally entered into which would have a material and adverse effect on Grantor’s ability to perform its obligations under this Assignment; each Governing Agreement of Borrower remains in effect; and no party to a Governing Agreement of Borrower is presently in default thereunder.

(g) Grantor has the right to transfer all or any part of the Pledged Interests free of any lien or encumbrance.

(h) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) Grantor’s granting of a security interest in its Pledged Interests pursuant to this Assignment, (ii) the execution, delivery or performance of this Assignment by Grantor, (iii) the perfection of the security interest granted hereby (other than financing statements with respect to the Pledged Interests filed by Lender pursuant to this Assignment), or (iv) the exercise by Lender of the rights provided for in this Assignment or the remedies in respect of the Pledged Interests pursuant to this Assignment (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).

(i) Upon the transfer of the Pledged Interests, or any portion thereof, to any party pursuant to Section 10 below, Borrower shall continue in existence.

(j) As of the date hereof, there are no certificates, instruments or other documents evidencing any of Grantor’s Pledged Interest other than the Governing Agreements of Borrower.

4. Covenants. Grantor covenants and agrees that from and after the date of this Assignment and until the Liabilities are fully satisfied:

(a) Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of Grantor, Grantor will promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Lender may reasonably deem necessary to obtain the full benefits of this Assignment and of the rights and powers herein granted, including, without limitation, the execution and filing of any financing or continuation statements under the Code with respect to the security interest granted hereby and, if otherwise required hereunder, transferring Pledged Interests to the possession of Lender (if a security interest in such Pledged Interests can be perfected by possession) or taking any action to obtain exclusive control of any Pledged Interests owned by Grantor in a manner acceptable to Lender (including a written confirmation of Lender’s “control” over such Pledged Interests as such term is defined in Article 9 of the Code or any other then-applicable provision of the Code). Grantor also hereby authorizes Lender to file any such financing or continuation statements without the signature of Grantor to the extent permitted by the Code or other applicable law. If any amount payable under or in connection with any of the Pledged Interests shall be or become evidenced by any promissory note, certificate or other instrument (other than an instrument which constitutes chattel paper under the Code), such note or instrument shall be immediately pledged hereunder and a security interest therein granted to Lender and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. If at any time Grantor’s right or interest in any of the Pledged Interests becomes an interest in real property, Grantor promptly shall execute, acknowledge and deliver to Lender such further documents as Lender reasonably deems necessary or advisable to create a first priority perfected mortgage lien in favor of Lender in such real property interest.

(b) Priority of Liens. Grantor will defend the right, title and interest hereunder of Lender as a first priority security interest in the Pledged Interests against the claims and demands of all persons whomsoever.

(c) Notices. Grantor will advise Lender promptly, in reasonable detail: (i) of any lien, security interest, encumbrance or claim made or asserted in writing against any of the Pledged Interests; (ii) of any distribution of cash or other property by Borrower in complete or partial liquidation of the Pledged Interests; and (iii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Pledged Interests or the security interest created hereunder, including the priority thereof.

(d) Continuous Perfection. Grantor will not file or authorize the filing on Grantor’s behalf of any financing statement naming Grantor as debtor covering all or any portion of the Pledged Interests, except financing statements naming Lender as secured party.

(e) Place of Formation; Continuous Existence. Grantor will not change its state of formation unless Grantor has previously notified Lender thereof and taken such action as is necessary or reasonably requested by Lender to cause the security interest of Lender in the Pledged Interests to continue to be perfected.

(f) Transfer of Assets. Grantor will not directly or indirectly sell, pledge, mortgage, assign, transfer, or otherwise dispose of or create or suffer to be created any lien, security interest or encumbrance on any of the Pledged Interests.

(g) Performance of Obligations. Grantor will perform all of Grantor’s material obligations under the Governing Agreements prior to the time that any interest or penalty would attach against Grantor or any of the Pledged Interests as a result of Grantor’s failure to perform any of such obligations, and Grantor will do all things necessary to maintain the good standing of Borrower under the laws of the jurisdiction of organization for such entities.

(h) Governing Agreements. Grantor will not: (i) suffer or permit any amendment or modification of any Governing Agreement which would have a material adverse effect on Grantor’s ability to perform its obligations under this Assignment without the prior written consent of Lender; or (ii) withdraw as an owner of Borrower; or (iii) waive, release, or compromise any material rights or claims Grantor may have against any other party which arise under any Governing Agreement. Grantor will not vote under any Governing Agreement to cause Borrower to dissolve, liquidate, merge or consolidate with any other entity or take any other action under a Governing Agreement that would materially adversely affect the security interest created by this Assignment, including without limitation the value or priority thereof, or to cause Borrower to elect to have Grantor’s ownership interests conferred under the Governing Agreement be governed under Article 8 of the Code. Grantor will not permit, suffer or otherwise consent to the modification or redemption of existing interests in Borrower or the issuance of any new or additional interests, or options to acquire interests, in Borrower.

(i) Entity Records. Grantor shall cause Borrower to make a notation on its books and records indicating the security interest granted hereby.

(j) Uncertificated Securities. If at any time any Pledged Interest constitutes a “security” as defined in Article 8 of the Code, Grantor shall, or shall permit Lender to, promptly take all action necessary or appropriate to cause Lender to have sole and exclusive “control” over the Pledged Interests, as such term is defined in Article 9 of the Code (or any other then-applicable provision of the Code).

5. Grantor’s Powers.

(a) So long as an uncured “Event of Default” (as hereinafter defined) shall not then exist, Grantor shall be the sole party entitled (i) to exercise any and all voting rights and powers of Borrower, and (ii) to receive any and all distributions, in each case arising from or relating to Grantor’s Pledged Interest; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of Borrower that would be in contravention of the provisions of, or constitute an Event of Default under, this Assignment or any of the other Loan Documents.

(b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and all voting rights and powers that Grantor has in Borrower and all distributions and rights to distributions included in the Pledged Interests or otherwise described in Section 5(a) shall become vested in Lender, and Lender shall have the sole and exclusive right and authority to exercise such rights and powers thereafter. Grantor agrees that Borrower and any third party may rely conclusively upon any notice from Lender that an Event of Default exists and therefore Lender has the right and authority to exercise all rights and powers of Grantor. Grantor irrevocably waives any claim or cause of action against any party who deals directly with Lender following receipt of such notice from Lender.

6. Lender’s Appointment as Attorney-in-Fact.

(a) Grantor hereby irrevocably constitutes and appoints Lender and each officer or agent of Lender with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in such attorney-in-fact’s own name, from time to time in the discretion of each such attorney-in-fact following the occurrence and during the continuance of an Event of Default, for the purpose of carrying out the terms of this Assignment, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Assignment and, without limiting the generality of the foregoing, hereby gives each such attorney-in-fact the power and right, from and after an Event of Default, without notice to or assent by Grantor, to do the following on behalf of Grantor:

(i) to collect and otherwise take possession of and title to any and all distributions of cash or other property due or distributable at any time after the date hereof to Grantor as an owner from Borrower, whether in complete or partial liquidation or otherwise, to prosecute or defend any action or proceeding in any court of law or equity, to convert any non-cash distributions to cash, and to apply any such cash distributions, interest or proceeds of conversion in the manner specified in Section 10(d) of this Assignment;

(ii) to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due under any of Grantor’s Pledged Interests and, in the name of Grantor or such attorney-in-fact’s own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any of Grantor’s Pledged Interests;

(iii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Interests; and

(iv) (A) to direct any party liable for any payment under any of Grantor’s Pledged Interests to make payment of any and all moneys due and to become due thereunder directly to Lender or as such attorney-in-fact shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Pledged Interests; (C) to commence, prosecute or settle any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Pledged Interests or any portion thereof and to enforce any other right in respect of any of Grantor’s Pledged Interests; (D) to defend or settle any suit, action or proceeding brought against Grantor with respect to any Pledged Interests; and (E) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of Grantor’s Pledged Interests as fully and completely as though such attorney-in-fact were the absolute owner thereof for all purposes, and to do, at the option of such attorney-in-fact at Grantor’s expense, at any time, or from time to time, all acts and things which such attorney-in-fact reasonably deems necessary to protect, preserve or realize upon the Pledged Interests and the security interest of Lender therein, in order to effect the intent of this Assignment, all as fully and effectively as Grantor might do.

(b) Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

(c) Grantor also authorizes and grants a power of attorney to Lender and each officer or agent of Lender at any time and from time to time upon the occurrence and during the continuance of any Event of Default, to execute, in connection with the sale provided for in Section 10 of this Assignment, any endorsements, assignments or other instruments of conveyance or transfer with respect to any of the Pledged Interests. Such power of attorney is deemed irrevocable and is coupled with a legal interest.

7. Distributions. Following and during the existence of an Event of Default, Grantor hereby grants Lender full irrevocable power and authority to receive and hold at any such time cash and non-cash distributions by Borrower on account of any of Grantor’s Pledged Interests (together with all interest, if any, earned thereon), which may be held free and clear of the liens created hereby, and to convert any such non-cash distributions to cash, and to apply any such cash distributions, interest or proceeds of conversion in the manner specified in Section 10(d) of this Assignment.

8. Performance by Lender of Grantor’s Obligations. If Grantor fails to perform or comply with any of Grantor’s agreements contained herein (after the expiration of the applicable notice and cure period provided in the Loan Agreement) and Lender as provided for by the terms of this Assignment shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Lender incurred in connection with such performance or compliance, together with interest thereon at the rate following a default specified in the Note in effect from time to time shall be payable by Grantor to Lender on demand and shall constitute Liabilities secured hereby.

9. Default. Any of the following shall constitute an “Event of Default” hereunder:

(a) A failure by Grantor to pay any payment when due and owing under this Assignment and such failure is not remedied within ten (10) calendar days after written notice thereof is given to Grantor.

(b) A failure by Grantor to observe or perform any non-monetary obligation, covenant, condition, or agreement hereof to be performed by Grantor (subject to the same notice and cure periods provided for in the Loan Documents with respect to non-monetary defaults).

(c) Any representation or warranty made by Grantor in this Assignment is not true and correct in any material respect as of the date made.

(d) Lender shall receive, at any time following the date hereof, an official report indicating that Lender’s security interest in the Pledged Interests is not prior to all other security interests reflected in such report (subject to applicable notice and cure periods).

(e) The occurrence of any “Event of Default” under any Loan Document (subject to applicable notice and cure periods).

10. Remedies and Rights Upon Event of Default.

(a) Upon the occurrence and during the continuance of any Event of Default, Lender or Lender’s designee may, at Lender’s option, elect to become a substituted member in Borrower with respect to the Pledged Interests and Grantor shall execute or cause to be executed all documents necessary to evidence Lender so becoming a substituted member. If any Event of Default shall occur and be continuing, Lender or Lender’s designee may exercise in addition to all other rights and remedies granted to them in this Assignment and in any other instrument or agreement securing, evidencing or relating to the Liabilities, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may collect, receive, appropriate and realize upon the Pledged Interests, or any part thereof, and/or may sell, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Interests (or contract to do so), or any part thereof, at public or private sale or sales, at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. Lender or Lender’s designee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Pledged Interests so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby waives and releases. At the request of Lender, Grantor agrees to deliver to Lender or any purchaser or purchasers of the Pledged Interests any agreements, instruments and other documents evidencing or relating to the Pledged Interests. Lender shall apply the net proceeds of any such collection, enforcement, sale or other disposition of, or realization upon all or any part of the Pledged Interests as provided in Section 10(d) of this Assignment. Only after so applying such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the Code (or any other then-applicable provision of the Code), need Lender account for the surplus, if any, to the applicable Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the disposition, repossession or retention of the Pledged Interests. Grantor agrees that to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be notification given at least ten (10) business days prior to any such sale, provided, however, that no notification need be given to either Grantor if Grantor authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition (such notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at Grantor’s address referred to in Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters.

(b) Grantor also agrees to pay all reasonable costs of Lender, including reasonable attorneys’ fees and expenses, incurred with respect to the collection, enforcement, retaking, holding, preparing for disposition, processing and disposing of the Pledged Interests, collection of any of the Liabilities or the enforcement of any of Lender’s rights hereunder.

(c) Grantor hereby waives presentment, demand, or protest (to the extent permitted by applicable law) of any kind in connection with this Assignment or any Pledged Interest. Except for notices expressly provided for herein, Grantor hereby waives notice (to the extent permitted by applicable law) of any kind in connection with this Assignment.

(d) The proceeds of any sale, disposition or other realization upon all or any part of the Pledged Interests shall be distributed by Lender in the following order of priorities:

(i) first, to Lender in an amount sufficient to pay in full the reasonable expenses of Lender in connection with such sale, disposition or other realization, including all reasonable expenses, liabilities and advances incurred or made by Lender in connection therewith, including reasonable attorneys’ fees and expenses;

(ii) second, to Lender until the other Liabilities are paid in full; and

(iii) finally, upon payment in full of all of the Liabilities, to Grantor, or such party’s representative or as a court of competent jurisdiction may direct.

Grantor agrees to indemnify and hold harmless Lender, its directors, officers, employees, agents and parent, and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Assignment or the consummation of the pledge and grant of security interest contemplated by this Assignment (excluding any and all liabilities, obligations, claims, damages and expenses caused by Lender’s gross negligence or willful misconduct) and to pay or reimburse Lender for the reasonable fees and disbursements of counsel incurred in connection with any investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Any amounts properly due under this Section 10 shall be payable to Lender immediately upon demand.

11. Limitation on Lender’s Duty in Respect of Pledged Interests. Except as expressly provided in the Code, Lender shall have no duties concerning the custody and preservation of any of the Pledged Interests in its possession or control, or in the possession or control of any agent or nominee of Lender, or as to any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

12. Notices. Any notice and other communication required or permitted hereunder shall be delivered in accordance with the Loan Agreement to the address first above written.

13. Severability. Any provision of this Assignment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. No Waiver; Cumulative Remedies. Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder. No waiver hereunder shall be valid unless in writing signed by the party to be charged with such waiver and then only to the extent therein set forth. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Lender would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of Lender any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided hereunder and under the other Loan Documents are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. Lender may resort to and realize on the Pledged Interests simultaneously with any acts or proceedings initiated by Lender in its sole and conclusive discretion to resort to or realize upon any other sources of repayment of the Liabilities, including, but not limited to, collateral granted by other security agreements and the personal liability of either Grantor and any person or corporation which has guaranteed repayment of the Liabilities. None of the terms or provisions of this Assignment may be waived, altered, modified or amended except by an instrument in writing, duly executed by Grantor and Lender. This Assignment can be executed in counterparts.

15. Successors and Assigns. This Assignment and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, except that Grantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Lender and shall, together with the rights and remedies of Lender hereunder, inure to the benefit of Lender and its respective participants, successors and assigns. Neither this Assignment nor anything set forth herein is intended to, nor shall it, confer any rights on any person or entity other than the parties hereto and all third party rights are expressly negated.

16. Termination. This Assignment, and the assignments, pledges and security interests created or granted hereby, shall terminate when the Liabilities shall have been fully paid and satisfied, at which time Lender shall release, reassign and deliver to Grantor the applicable Pledged Interests and related documents then in the possession of Lender, including termination statements under the Code, all without recourse upon, or warranty whatsoever, by Lender and at the cost and expense of Grantor.

17. Injunctive Relief. Grantor recognizes that in the event Grantor fails to perform, observe or discharge any of Grantor’s obligations hereunder (after the expiration of applicable notice and cure periods as provided for in the Loan Agreement), no remedy of law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

18. Waiver of Subrogation. Grantor shall have no rights of subrogation as to any of the Pledged Interests until full and complete performance and payment of the Liabilities.

19. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Tennessee.

20. Venue. Grantor does further consent to and agree that any action for the enforcement of this Assignment may be brought in the courts of the State of Tennessee sitting in Knox County, Tennessee or any Federal court sitting in Knox County, Tennessee and consents to the non-exclusive jurisdiction of such courts. Grantor hereby waives any objection that they may now or hereafter have to the venue of any such action or any such court or that suit is brought in an inconvenient court.

21. Waiver of Jury Trial. GRANTOR HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS ASSIGNMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GRANTOR, AND GRANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. GRANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS ASSIGNMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTOR FURTHER ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS ASSIGNMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

22. Electronic Transmission. The parties agree that if a paper original of this Assignment executed by one or more of the parties (an “Executed Copy”) is sent by electronic transmission, (i) the Executed Copy shall be treated in all respects as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Assignment shall be re-executed by the parties who signed the Executed Copy and the executed paper original Assignment shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Assignment or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Assignment is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

[Signature page follows]

IN WITNESS WHEREOF, Grantor has executed this Assignment of Ownership Interests as of the date first above written.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Michael Z. Anise, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of MANUFACTURED HOUSING PROPERTIES, INC., a Nevada limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 10 day of November, 2021.

My Commission Expires: 03/15/2022

10

Exhibit 10.6

GUARANTY

THIS GUARANTY (“Guaranty”) is entered into effective as of November 12, 2021 by MANUFACTURED HOUSING PROPERTIES INC., a Nevada limited liability company (“Guarantor,” whether one or more), with an address for notice of 136 Main Street, Pineville, NC 28134, for the benefit of FIRSTBANK, a Tennessee banking corporation, and its successors and assigns (“Lender”), with an address for notice of 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902.

A. Springlake MHP LLC, a Georgia limited liability company (“Borrower”), is indebted to Lender pursuant to the following loan (“Loan”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $4,016,250.00; (ii) that certain Loan and Security Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower, Lender, and the other parties thereto; and (iii) those Loan Documents (as defined in the Loan Agreement) (herein “Loan Documents”), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (defined below).

C. Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time to time agree to extend under the Note, the Loan Agreement, and the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

1. Continuing Guaranty. Guarantor hereby irrevocably and unconditionally guarantees to Lender (and its successors and assigns), jointly and severally, the payment and performance of the Guaranteed Obligations as and when due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that Guarantor is jointly and severally liable for the Guaranteed Obligations as a primary obligor, and that Guarantor shall fully perform, jointly and severally, each and every term and provision hereof.

2. Guaranteed Obligations. For the purposes of this Guaranty, “Guaranteed Obligations” is used in its most comprehensive sense and means and includes any and all of Borrower’s obligations to make any payment and perform any obligation to Lender pursuant to the Note or the Loan Documents, whether now existing or hereinafter incurred or created, including all outstanding principal and all accrued but unpaid interest (including any late charges and default interest) owing under the Note plus all fees, costs, and expenses (including reasonable attorney’s fees) incurred by or on behalf of Lender in connection with the Loan.

3. Nature of Guaranty; Joint and Several Obligation. Guarantor’s liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Guaranteed Obligations. Accordingly, no payments made upon the Guaranteed Obligations will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Guaranteed Obligations or any portion of the Guaranteed Obligations that subsequently arises or is thereafter incurred or contracted. Guarantor recognizes that there may be other guarantors of certain of the Guaranteed Obligations and that Guarantor’s liability hereunder is joint and several with respect to such other Guarantors.

4. Duration of Guaranty. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Guaranteed Obligations incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. This Guaranty will continue to bind Guarantor for all Guaranteed Obligations incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Guaranteed Obligations. All renewals, extensions, substitutions and modifications of the Guaranteed Obligations granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Guaranteed Obligations. This Guaranty shall bind the estate of Guarantor as to any Guaranteed Obligations created both before and after the death or incapacity of Guarantor, regardless of Lender’s actual notice of Guarantor’s death. Release of any other guarantor or termination of any other guaranty of the Guaranteed Obligations shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors, shall not affect the liability of any remaining Guarantor under this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, estate, successors and assigns so long as any of the Guaranteed Obligations remain unpaid and even though the Guaranteed Obligations may from time to time be zero dollars ($0.00).

5. Guarantor’s Authorization to Lender. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand, and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) to alter, compromise, renew, extend, accelerate, or otherwise change the time for payment or other terms of the Guaranteed Obligations or any part of the Guaranteed Obligations, including increases and decreases of the rate of interest on the Guaranteed Obligations; extensions may be repeated and may be for longer than the original term; (b) to take and hold security for the payment and performance of the Guaranteed Obligations, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (c) to release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (d) to determine how, when and what application of payments and credits shall be made on the Guaranteed Obligations; (e) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement, mortgage, or deed of trust, as Lender in its reasonable discretion may determine; (f) to sell, transfer, assign, or grant participants in all or any part of the Guaranteed Obligations; and (g) to assign or transfer this Guaranty in whole or in part. In connection with clause (g) above, upon sale, transfer or assignment of the Note and any, some, or all of the Loan Documents, or any interest therein, by Lender to any third party (“Third Party”), this Guaranty may also be assigned by Lender to the Third Party and the undersigned Guarantor acknowledges liability under this Guaranty to such Third Party.

6. Guarantor’s Representations, and Warranties, and Covenants. Guarantor represents and warrants and covenants to Lender that: (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower’s request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instruments binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, assign, transfer, or otherwise dispose of substantially all of Guarantor’s assets if such sale, assignment, transfer or disposition would have a material adverse effect upon Guarantor’s ability to satisfy Guarantor’s obligation under this Guaranty; (f) upon Lender’s request, Guarantor will provide to Lender financial, tax, and credit information in form reasonably acceptable to Lender, and all such financial and tax information (including tax returns) which currently has been, and all future financial and tax information (including tax returns) which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (g) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened that would have a material adverse effect on Guarantor’s ability to satisfy Guarantor’s obligations under this Guaranty; (h) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (i) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

In addition, the Guarantor agrees to provide Lender: (i) as soon as available, and in any event within one hundred twenty (120) days after the end of each calendar year, Guarantor shall furnish Lender with Guarantor’s personal financial statements and contingent debt schedules of Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles, all as acceptable to Lender in form and substance; and (ii) copies of Guarantor’s federal tax returns and extension filings acceptable to Lender as soon as available, and in any event within thirty (30) days of when such were due to be filed (or within ten (10) days after the last date of any extension period, if applicable) (and which filings Guarantor agrees to timely make with the Internal Revenue Service).

7. Guarantor’s Waivers. Except as prohibited by applicable law. Guarantor waives any right to require Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Guaranteed Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the Guaranteed Obligations or in connection with the creation of new or additional loans or obligations; (c) any defense based upon a failure of Lender to comply with the notice requirements of the applicable version of Uniform Commercial Code Section 9-504; (d) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (e) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (f) to pursue any other remedy within Lender’s power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. Section 547(b), or any successor provision of the federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Guaranteed Obligations; (c) any disability or other defense of Borrower, of any other guarantor, of any other person, or by reason of the cessation of Borrower’ liability from any cause whatsoever, other than payment in full in legal tender, of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding amount owing by Borrower to Lender under the Guaranteed Obligations that is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Guaranteed Obligations and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Guaranteed Obligations shall be considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demands, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

8. Guarantor’s Understanding With Respect to Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

9. Subordination of Borrower’s Debts to Guarantor. Guarantor agrees that the Guaranteed Obligations owing by Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Guaranteed Obligations. Guarantor hereby assigns to Lender all claims that they may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Guaranteed Obligations. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty.

10. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty:

a) Amendments. This Guaranty, together with any Loan Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

b) Applicable Law; Venue; Jurisdiction. This Guaranty has been delivered to Lender and accepted by Lender in the State of Tennessee. This Guaranty shall be governed by and construed in accordance with the laws of the State of Tennessee (without regard to conflicts of law), except to the extent that greater rights are granted to Lender under federal law, in which case federal law shall control. Guarantor hereby waives any personal service of any and all process and consents to the service of process in any action (“Actions”) pertaining to the Lender, the Loan guaranteed hereunder, the Guaranteed Obligations, the Borrower and/or this Guaranty by certified mail, return receipt requested, addressed to Guarantor, at the address set forth above in this Guaranty (or as such address may be updated from time to time by written notice from Guarantor to Lender), and service so made shall be complete ten (10) calendar days after the same has been posted. The undersigned Guarantor does further consent to and agree that any Action for the enforcement of this Guaranty may be brought in the courts of the State of Tennessee sitting in Knox County, Tennessee or any Federal court sitting in Knox County, Tennessee and consents to the non-exclusive jurisdiction of such courts. The undersigned Guarantor hereby waives any objection that Guarantor may now or hereafter have to the venue of any such Action or any such court or that suit is brought in an inconvenient court.

c) Waiver of Jury Trial. GUARANTOR HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ANY RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS GUARANTY, THAT GUARANTOR AND LENDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

d) Attorneys’ Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including reasonable attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and reasonable expenses of such enforcement. Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services shall be paid by Guarantor. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.

e) Notices. All notices required or allowed to be given hereunder shall be in writing, and shall be personally delivered, or sent by Federal Express or other recognized overnight express courier service, or sent by United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed to each party as set forth above. Any such notice shall be deemed to be given, if personally delivered, on the date such notice is personally delivered to the address set forth above for the party to whom such notice is given; if sent by Federal Express, or other recognized overnight express courier service, on the date said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided; and, if mailed, on the date said notice is deposited in the United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed as herein provided. Any party may change the address to which notices hereunder are to be sent by giving written notice thereof to the other parties as set forth herein.

f) Interpretation. The words “Guarantor,” “Borrower,” and “Lender” include the heirs, successors, assigns and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. Capitalized terms not otherwise defined herein shall have such meaning as set forth in the applicable Loan Agreement.

g) Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, or any course of dealing between Lender and Guarantor shall constitute a waiver of any of Lender’s rights or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

h) Electronic Transmission. Guarantor agrees that if a paper original of this Guaranty executed by Guarantor is sent by electronic transmission (an “Executed Copy”), (i) the Executed Copy shall be treated in all respects as a paper original of this Guaranty executed by the Guarantor and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Guaranty executed by the Guarantor. At the request of any party who receives an Executed Copy, this Guaranty shall be re-executed by Guarantor and the executed paper original Guaranty shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Guarantor further agrees that it will not raise the transmission of this Guaranty or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Guaranty is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

i) THE UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, THE GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY.” NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.

[Signature page follows]

This Guaranty is executed as of the day and year first written above.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Michael Z. Anise, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of MANUFACTURED HOUSING PROPERTIES, INC., a Nevada limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 10 day of November, 2021.

7

Exhibit 10.7

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into effective November 12, 2021 (“Effective Date”), by and among GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company (“Borrower”), GVEST FINANCE LLC, a North Carolina limited liability company, and RAYMOND M. GEE (individually, each a “Guarantor” and collectively, “Guarantors”), and FIRSTBANK, a Tennessee banking corporation (“Lender”).

In consideration of the premises and the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I -  RECITALS

1.1. Borrower is in the business of purchasing manufactured homes and mobile homes (each a “Home,” and collectively, the “Homes”) and (a) selling the Homes to individual buyers of the Homes (each a “Homeowner,” and collectively, the “Homeowners”) located in one of the manufactured home communities described on Exhibit A, Schedule 1 attached hereto (each a “Community,” and collectively, the “Communities”), or (b) leasing the Homes, with or without option to purchase, to tenants (each a “Tenant,” and collectively, the “Tenants”) of the Communities.

1.2. Borrower has requested that Lender provide Borrower with a revolving line of credit, which Borrower can use for the purchase of Homes that subsequently will be (a) sold by Borrower outright to Homeowners of the Communities or pursuant to a home installment loan sales contract to Homeowners of the Communities, or (b) leased, with or without option to purchase, to Tenants of the Communities.

1.3. Lender is willing to extend the credit to Borrower upon the terms and conditions set out in this Agreement.

1.4. The Recitals form an integral part of this Agreement and are incorporated herein by this reference.

Article II -  THE LOAN

2.1. Line of Credit Loan. Subject to the terms and conditions contained herein, Lender will establish for Borrower a revolving line of credit (the “Loan”) against which Lender will make advances (“Advances”) in an amount that at any particular time shall not exceed the Maximum Amount set forth on Exhibit A (the “Maximum Amount”) during the period beginning on the Effective Date and ending on the Commitment Termination Date (as defined herein) (the “Commitment Period”).

(a) The “Commitment Termination Date” means the earlier date of (i) December 10, 2026, or (ii) the termination of Lender’s commitments to advance further sums hereunder pursuant to Section 11.1.

(b) Subject to the terms hereof, during the Commitment Period Borrower shall have the right to obtain Advances, repay Advances and obtain additional Advances; however, all of the Advances hereunder shall be viewed as a single loan.

(c) At no time shall the unpaid principal balance of the Loan exceed the Maximum Amount and in no event shall Lender be required to make any Advances after the Commitment Termination Date.

2.2. Promissory Note. The Loan shall be evidenced by that certain Promissory Note (“Note”) of even date herewith in the face amount of $2,000,000.00, payable in accordance with the terms set forth in the Note. Interest on the principal amount outstanding from time to time shall be charged as provided in the Note and, should the rate of interest as calculated thereunder exceed that allowed by law, the applicable rate of interest will be the maximum rate of interest allowed by applicable law.

2.3. Loan Documents. Any and all documents, instruments, agreements, certificates, filings, and/or reports executed or delivered in connection with, or security for, this Agreement, the Loan, and the Note, including, without limitation, those documents listed in Article III herein, shall be referred to individually as a “Loan Document” and collectively as, the “Loan Documents.”

2.4. Use of Loan Proceeds. The proceeds of the Note and each Advance shall be used solely by Borrower for the purchase of Homes that subsequently will be:

(a) sold by Borrower to Homeowners of the Communities pursuant to a home installment sales contract (individually, a “MH Contract,” and collectively, the “MH Contracts,” and together with any and all other documents, agreements or instruments executed and delivered by the Homeowner under such MH Contract in connection with the entering into such MH Contract, the “MH Contract Documents”). The term “MH Contracts” shall include without limitation all MH Contracts now owned or hereafter acquired by Borrower and all MH Contracts to which Borrower is now or hereafter a party; or

(b) leased or rented by Borrower to Tenants of the Communities pursuant to a lease agreement or a lease with option to purchase contract (individually, a “Lease,” and collectively, the “Leases”, and together with any and all other documents, agreements or instruments executed and delivered by the Tenant under such Lease in connection with the entering into such Lease, the “Lease Documents”). The term “Leases” shall include without limitation all Leases now owned or hereafter acquired by Borrower and all Leases to which Borrower is now or hereafter a party.

2.5. Prepayments. Borrower may at any time and from time to time, prepay all or part of the outstanding principal balance of the Loan evidenced by the Note, subject to the payment of certain exit fees as described below. Payments under this Section 2.5 may be applied to the obligations of Borrower to the Lender in the order and manner as the Lender in its discretion may determine.

(a) In the event Borrower prepays the Note at any time on or prior to the first annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 3.00% of the principal amount being prepaid on the Note.

(b) If the prepayment occurs after the first annual anniversary of the date of the Note but on or prior to the second annual anniversary of the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 2.00% of the principal amount being prepaid on the Note.

(c) If the prepayment occurs after the second annual anniversary of the date of the Note but on or prior to the third annual anniversary of the date of the Note, Borrower shall pay, at the time of prepayment, pay to Lender an exit fee equal to 1.00% of the principal amount being prepaid on the Note.

(d) At any time following the third annual anniversary of the date of the Note, Borrower may prepay all or any part of the Note without penalty or premium.

2.6. Mandatory Prepayments.

(a) Maximum Amount Over-Advance. If for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the Maximum Amount, Borrower shall immediately make a principal payment to Lender in an amount equal to such excess principal balance plus accrued but unpaid interest thereon. Payments made pursuant to this Section shall not incur any premium or penalty when made under Section 2.5 or otherwise.

(b) Sale of a Home. In the event Borrower desires to sell a Home securing the Loan to a Homeowner or Tenant and such sale does not result in the creation of a MH Contract in favor of Borrower, then Borrower agrees that concurrently with the closing of the sale Borrower shall pay Lender an amount equal to that portion of the unpaid balance of the Note allocated to the applicable Home as shown on Lender’s records. Lender shall first apply any amount paid by Borrower pursuant to this Section 2.6(b) to the payment of Lender’s reasonable fees and expenses incurred in connection with the transaction including attorney’s fees, second to the payment of accrued unpaid interest then due and payable under the Note and then to the payment of unpaid principal due under the Note (applied to Advances in the reverse order in which they were made). Upon request by Borrower prior to the closing of the sale of the Home, Lender will execute and deliver to Borrower all documents reasonably required by Borrower to release Lender’s security interest in the Home and the original certificate of title for the Home held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection therewith including reasonable attorneys’ fees. Payments made pursuant to this Section shall not incur any premium or penalty when made under Section 2.5 or otherwise.

(c) Ineligible Collateral. Any Home, Lease, and/or MH Contract meeting or characterized by the following shall be deemed ineligible collateral under the Loan (“Ineligible Collateral”): (i) a Home remains vacant for one hundred eighty (180) consecutive days; (ii) a Home is subject to condemnation or taking proceeding by any government or quasi-governmental authority; (iii) a Home is subject to an uninsured hazard casualty claim that materially impairs the value of the Home in Lender’s reasonable discretion; (iv) Borrower receives a payoff of a MH Contract or final payment on a Lease with option to purchase; (v) a Home is removed from a Community; (vi) a Homeowner or Tenant of a Home fails to pay any regularly scheduled payments, or any other amounts due, under the MH Contract Documents or Lease Documents, as applicable, for one hundred twenty (120) consecutive days or otherwise defaults under the MH Contract Documents or Lease Documents, unless Borrower has commenced a collections or repossession/replevin/foreclosure action against or obtained a deed-in-lieu of foreclosure from a Homeowner; (vii) a Homeowner has commenced any formal action against Borrower in defense of such Homeowner’s obligations under the MH Contract Documents, or (viii) for any other reason (A) the lien granted Lender in the Lease Documents, MH Contract Documents, or on Homes shall fail to be a first-lien priority lien, or (B) the lien granted Borrower in the MH Contract Documents shall fail to be a first-lien priority lien upon the Homes securing such MH Contract Documents.

For any Home, Lease, and/or MH Contract securing the Loan that becomes Ineligible Collateral, Borrower shall promptly pay Lender that portion of the unpaid balance of the Note allocated to such Home, Lease and/or MH Contract as shown on Lender’s records and any unpaid interest due thereon, plus Lender’s reasonable fees and expenses incurred in connection with the transaction, including attorney’s fees (“Ineligible Collateral Payment”). For any Ineligible Collateral Payment, Lender shall apply the payment received first to the payment of fees and expenses, including attorney’s fees, second to the payment of accrued unpaid interest then due and payable under the Note, and then to the payment of unpaid principal due under the Note. Upon receipt of the funds, Lender will execute and deliver to Borrower all documents reasonably required by Borrower to release Lender’s security interest in the Home, Lease, and/or MH Contract and deliver the original Lease or MH Contract held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection therewith including reasonable attorneys’ fees. Payments made pursuant to this Section shall not incur any premium or penalty when made under Section 2.5 or otherwise.

(d) Payoff of Land Loan. If at any point Lender obtains a payoff on the indebtedness and obligations of Springlake MHP LLC, a Georgia limited liability company (the “Land Borrower”) pursuant to a loan (the “Land Loan”) from Lender to Land Borrower, evidenced, governed, and/or secured by the following (collectively, the “Land Loan Documents”): (1) that certain Promissory Note dated of even date hereof from Land Borrower to Lender in the principal amount of $4,016,250.00 (“Land Note”); (2) that certain Loan Agreement (the “Land Loan Agreement”) dated as of the date hereof by and between Lender and Land Borrower; and (3) those Loan Documents (as defined in the Land Loan Agreement), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced, then Borrower agrees that concurrently with the payoff of the Land Loan in accordance with the terms of the Land Loan Documents, as applicable, Borrower shall payoff in full this Loan, and any unpaid interest due thereon, plus Lender’s reasonable fees and expenses incurred in connection with the transaction, including attorney’s fees.

2.7. Lender’s Commitment. Provided Borrower shall have satisfied all requirements and conditions precedent to the making of an Advance as set forth herein and in the other Loan Documents, and further provided that no uncured Event of Default (as defined herein) then exists and is continuing, Lender shall make Advances from time to time as provided herein until the Commitment Termination Date.

Article III -  SECURITY

3.1. Security Agreement. As security for the payment of Borrower’s obligations under the Note, the Loan, and all other liabilities and obligations of Borrower to Lender, now existing or hereafter created, Borrower shall grant to Lender a first and prior security interest in the Collateral (as defined herein).

3.2. Absolute Assignment of Leases and MH Contracts. As further security for the payment of Borrower’s obligations under the Note, the Loan, and all other liabilities and obligations of Borrower to Lender, now existing or hereafter created, Borrower shall absolutely assign to Lender all Borrower’s right, title and interest in and to the Leases and MH Contracts.

3.3. Remarketing Agreement. Any Community Owner (as described and set forth on Exhibit A, Schedule 1) of a Community where a Home is currently located or to be located subsequent to the Effective Date, including those Communities set forth on Exhibit A, Schedule 1, shall execute and deliver to Lender a remarketing agreement (“Remarketing Agreement”) in form and substance acceptable to Lender.

3.4. Assignment of Ownership Interests. All members of Borrower shall execute and deliver to Lender an Assignment of Ownership Interest (“Assignment of Ownership Interest”) in form and substance acceptable to Lender.

3.5. Guaranty. Each Guarantor shall execute and deliver to Lender a guaranty agreement (the “Guaranty”), in form and substance acceptable to Lender.

3.6. Mortgage. Land Borrower shall execute and deliver to Lender a DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING in favor of Lender and of even date herewith, granting a lien to Lender upon the real and personal property described more fully therein (as the same may be amended, restated, modified or supplemented from time to time, the “Mortgage”).

3.7. Additional Documents. Borrower and Guarantor shall execute, deliver, and file from time to time upon the request of Lender financing statements and such other documents reasonably required by Lender in order to effect the transactions contemplated hereby and to perfect or continue Lender’s security interests described herein.

Article IV -  CONDITIONS PRECEDENT TO ADVANCES

4.1. Conditions Precedent to all Advances. Lender shall have no obligation to make the Advances under the Loan until the conditions set forth in the following subparagraphs and elsewhere herein have been satisfied (at the expense of Borrower), as determined by Lender in its reasonable discretion:

(a) Lender shall have received satisfactory evidence regarding the due authorization and execution, delivery and performance by the Borrower and all other parties executing the Loan Documents, including certified resolutions, incumbency certificates, and governing documents of the same;

(b) Borrower shall have provided Lender with certificates of state officials showing that it is in good standing and qualified to conduct business under the laws of the state of its organization and in any other state in which it is required to be so qualified;

(c) Borrower shall have executed and delivered to Lender, in form and substance satisfactory to Lender, this Agreement, the Note, and the other documents, instruments, financing statements, certificates and agreements described in Article III above;

(d) Guarantor shall have executed and delivered to Lender this Agreement and a Guaranty;

(e) All members of Borrower shall have executed and delivered to Lender the Assignment of Ownership Interest;

(f) The Community Owners shall have executed and delivered to Lender a Remarketing Agreement acceptable to Lender in form and substance;

(g) Land Borrower shall have executed and delivered to Lender the Mortgage;

(h) An opinion of counsel for Borrower and Guarantor (which counsel must be satisfactory to the Lender) with respect to such legal matters relating hereto as the Lender may request;

(i) Borrower shall have paid any fee or expense required to be paid by Borrower hereunder, including, without limitation, all of Lender’s reasonable legal fees, costs, and expenses, and shall have paid to Lender the Administration Fee and Origination Fee set forth on Exhibit A (which fees may be deducted from the proceeds of the initial Advance);

(j) All of Lender’s liens and security interests securing the Loan shall have been validly perfected, and Borrower shall have provided Lender with evidence satisfactory to Lender that Lender either has or shall have as soon as required after making an Advance hereunder, a first lien or security interest in each Home, Lease and MH Contract the subject of an Advance;

(k) Borrower shall have provided Lender evidence reasonably acceptable to Lender that there are no security interests or liens encumbering the Homes, Leases, or MH Contracts, which are the subject of any Advance, other than a first lien or security interest in favor of Lender;

(l) Lender shall have received UCC searches showing that the Collateral is free and clear of all security interests, except as agreed to by Lender;

(m) Borrower shall have provided Lender evidence satisfactory to Lender that it (i) is licensed to sell Homes and enter into MH Contracts with Homeowners in each state in which it is selling Homes or originating such MH Contracts, or licensed to lease Homes and enter into Lease with Tenants in each state in which it is leasing Homes or originating such Leases, (ii) has applied for such licenses, or (iii) has provided proof satisfactory to Lender that no such licenses are required;

(n) With respect to all newly purchased Homes following the Effective Date, and to the extent such materials are in Borrower’s possession with respect to any Homes already owned by Borrower prior to the Effective Date, Borrower shall have provided Lender (i) a copy of the manufacturer’s invoice or other document issued by a third party seller showing the purchase price paid (or to be paid) by Borrower and all discounts, rebates and other reductions in the purchase price for each Home to be purchased with the Advance, (ii) an itemization of all transportation, delivery, destination, shipping, set-up, decking, skirting, utilities connection, and lot preparation fees and costs incurred (or to be incurred) by Borrower for each Home, (iii) a copy of the fully executed bill of sale (if any), manufacturer’s statement of origin or other documents or information which evidences the transfer of title to the Homes acquired (or to be acquired) with the Advance from the seller to Borrower, and (iv) a summary of each Home purchased (or to be purchased) with an Advance, including, without limitation, the VIN, serial number, HUD data label number, and other permanent identification number, manufacturer, model, year of manufacture, size, the Community and lot within the Community in which the Home is or will be located, and any other detail as reasonably requested by Lender;

(o) Except as otherwise set forth in Section 8.5 herein, Borrower shall have provided Lender either the Certificates (as defined herein) for each Home showing Borrower as the owner, Lender as the first lienholder, and showing no other lienholders or tax liens, or the Applications (as defined herein) for each Home showing Borrower as the owner, and Lender as the first lienholder, and showing no other lienholders or tax liens;

(p) Borrower shall have provided Lender color photographs of the exterior of the Homes which are the subject of the Advance sufficient to show the condition thereof;

(q) No material adverse change shall have occurred in the business or financial condition of Borrower or Guarantor since the date of the latest financial statements given to Lender by or on behalf of such entities and persons;

(r) Land Borrower shall have obtained all necessary permits, licenses, and certificates of occupancy from the applicable issuing agency in order for Borrower to place and set Homes within the applicable lot within the Community, all being acceptable to Lender;

(s) Borrower shall have complied with the requirements of Section 4.2 hereof; and

(t) Lender shall have received the other approvals, opinions, documents or instruments as the Lender may reasonably request.

4.2. Request for Advances. Borrower shall request an Advance to be made by Lender by delivering to Lender a written request from Borrower for the Advance (“Advance Request”), which:

(a) Shall designate the amount of the Advance;

(b) Shall not exceed the Limitation on Advances set out on Exhibit A attached hereto applicable to such Advance Request;

(c) Shall not exceed one (1) Advance Request per calendar month;

(d) Shall include a “Funding Worksheet” which Funding Worksheet shall provide the following information for each Home purchased (or to be purchased) with an Advance and all Leases and MH Contracts: (i) the certificate of title number, if applicable; (ii) the VIN, serial number, HUD data label number, and other permanent identification number, if applicable, which number shall be the same number appearing on any certificate of title to the Home; (iii) the manufacturer; (iv) the model number, if known; (v) the year of manufacture; (vi) size; (vii) the Community and lot within the Community in which the Home is or will be located; (viii) the purchase price, after taking into account all discounts, rebates and other reductions in the purchase price, together with all transportation, delivery, set-up, decking, skirting, utilities connection, and lot preparation fees and costs; (ix) if the Home has been sold pursuant to an MH Contract, the name and address of the Homeowner who purchased the Home from, and entered into the MH Contracts with, Borrower, along with the most recent contact information for such Homeowner, and all reasonable and customary detail regarding the terms of the MH Contracts, including, without limitation, purchase price, down payment amount, original loan amount, current principal balance, interest rate, original term of loan, term remaining, past due payment detail to include trailing twelve month past due history; (x) if the Home has been leased, with or without option to purchase, pursuant to a Lease, the name and address of the Tenant who leases the Home from, and entered into the Lease with, Borrower, along with the most recent contact information for such Tenant, and all reasonable and customary detail regarding the terms of the Lease, including, without limitation, security deposit amount, original monthly lease payment amount, lease rate increase amounts, original term of lease, term remaining, past due payment detail to include trailing twelve month past due history; (xi) whether any of the Homes, Leases, and/or MH Contracts listed would be Ineligible Collateral, and, if so, the nature of the ineligibility; and (xii) such other information as may reasonably be requested by Lender.

(e) Shall include an “Affidavit of Certification” in the form attached hereto as Exhibit B and incorporated herein by this reference; and

(f) Shall include a copy of the manufacturer’s invoice or other document issued by a third party seller showing the purchase price paid (or to be paid) by Borrower and all discounts, rebates and other reductions in the purchase price for each Home to be purchased, along with an itemization of all transportation, delivery, destination, and shipping costs, all to be paid with an Advance.

4.3. Authorization to Disburse. By submitting the Advance Request to Lender, Borrower hereby authorizes Lender to disburse funds directly to the applicable manufacturer or third party seller set forth in the Advance Request, and such disbursement of funds shall be an Advance on the Loan hereunder.

4.4. No Waiver. No Advance shall constitute a waiver of any of the conditions to any further Advances nor, in the event Borrower is unable to satisfy any of the conditions, shall the making of any Advance have the effect of precluding Lender from thereafter declaring the inability to be an Event Default.

4.5. Flood Determination and Flood Insurance. Notwithstanding anything herein to the contrary, upon Lender’s receipt of an Advance Request, Lender shall obtain Lender’s standard flood hazard determination upon the address(es) and lot(s) within the Community upon which the Home(s) that are the subject of the Advance Request will be located. Should any address and lot within the Community be within a special flood hazards area, then Lender shall not make, and shall not have any obligation to make, an Advance until such time as (i) all conditions set forth in Section 8.19(c) shall have been satisfied in Lender’s sole discretion, and (ii) Borrower shall have provided Lender sufficient detail, in Lender’s reasonable discretion, as to the type of Home foundation, anchoring system, if any, and affixation of the Home to the foundation to qualify such home as affixed to a permanent foundation in accordance with the FEMA Flood Insurance Manual (Apr. 2020).

Article V -  COLLATERAL; SECURITY INTEREST

5.1. Grant. For valuable consideration, Borrower grants to Lender a security interest in the Collateral (as defined herein) to secure the Indebtedness (as defined herein) and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights that Lender may have by law. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) “Collateral” means the property of Borrower described on Exhibit C attached hereto and incorporated herein by this reference and all Homes, Leases and MH Contracts. Borrower, at its expense, shall take all actions necessary to cause Lender’s security interest in the Collateral to be a perfected first lien and security interest, without which, such assets shall not be satisfactory to Lender. In the event Lender makes an Advance under this Agreement, the assets related to the Advance shall be deemed to be Collateral and shall be subject to the terms and provisions of this Agreement.

(b) “Indebtedness” means: (i) the indebtedness evidenced by the Note, including all principal and interest, together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Loan Documents; and (ii) all other obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, as well as all claims by Lender against Borrower whether existing now or later; whether they are voluntary or involuntary, due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may be obligated as guarantor, surety, accommodation party or otherwise; whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations; and whether such indebtedness may be or hereafter may become otherwise unenforceable.

5.2. Borrower’s Right to Possession. Unless an Event of Default has occurred and is continuing, Borrower may have possession and beneficial use of all the Collateral and shall use the Homes only as units held for sale or lease pursuant to a Lease or MH Contract. All Homes shall be located in a Community, and each Homeowner and Tenant must satisfy the Guidelines (as defined herein) then in effect for such Community. Borrower may use all other Collateral in any lawful manner not inconsistent with this Agreement or the other Loan Documents. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Borrower shall request or as Lender, in Lender’s sole, but reasonable discretion, shall deem appropriate under the circumstances, but failure to honor any request by Borrower shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness.

5.3. Expenditures by Lender. If not discharged or paid when due and if not paid within thirty (30) days of Borrower’s receipt of written notice from Lender that said amounts are past due and unpaid, Lender may (but shall not be obligated to) discharge or pay any amounts required to be discharged or paid by Borrower under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral. If Borrower fails to obtain any insurance required hereunder within ten (10) business days of Borrower’s receipt of written notice from Lender to obtain such insurance, Lender also may (but shall not be obligated to) pay all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date paid by Lender to the date of repayment by Borrower. All such expenses shall become a part of the Indebtedness and, at Lender’s option, will: (a) be payable on demand; (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note; or (c) be treated as a balloon payment which will be due and payable at the Note’s maturity. This Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence and during the continuance of an Event of Default.

5.4. Security Interest. At any time and from time to time, upon the written request of Lender, and at the sole expense of Borrower, Borrower shall promptly and duly execute and deliver any and all instruments and documents and take the actions as Lender may reasonably deem necessary or desirable to evidence, affirm, or perfect Lender’s rights and interest in any of the Collateral, including, without limitation, the execution and filing of any financing or continuation statements under the Uniform Commercial Code (the “UCC”) in effect under Applicable Law (as defined herein) and, if otherwise required, transferring any Collateral to the possession of Lender (if a security interest in the Collateral can be perfected by possession) or taking any action to obtain exclusive control of the Collateral in a manner acceptable to Lender.

5.5. Perfection of Security Interest. Borrower authorizes Lender (a) to file and record on Borrower’s behalf all financing statements and similar documents necessary and proper for Lender’s perfection of its security interest in the Collateral, (b) to apply for, complete and execute Applications (as defined herein) and hereby authorizes Lender to execute and/or file on Borrower’s behalf all Certificates (as defined herein), Applications and similar documents necessary and proper for Lender’s perfection of its security interest (as to that portion of the Collateral as to which certificates of title and Applications may be necessary or desirable under the law of the state in which such Home is located at the time of filing), and (c) to take whatever other actions are reasonably requested by Lender to perfect and continue Lender’s security interest in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note Lender’s interest upon any all Leases and MH Contracts if not delivered to Lender for possession by Lender. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue the security interest granted in this Agreement. Lender may at any time, and without further authorization from Borrower, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Borrower will reimburse Lender for all reasonable expenses for the perfection and the continuation of the perfection of Lender’s security interest in the Collateral. Borrower will promptly notify Lender of any change in Borrower’s name or assumed name, if any. The security interest created herein is a continuing security interest and will continue in effect even though all or any part of the Indebtedness is paid in full.

Article VI -  ABSOLUTE ASSIGNMENT OF LEASES
AND MH CONTRACTS

6.1. Absolute Assignment. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to secure the Indebtedness, Borrower does hereby absolutely assign, transfer, and set over to Lender all Leases, MH Contracts, and all amendments, extensions, continuations and renewals thereof, related contract documents, all liens and security interests securing the Leases, MH Contracts, and the proceeds and substitutions therefore and thereof (collectively, the “Assigned Documents and Liens”), to have and to hold the Assigned Documents and Liens, and Borrower hereby binds itself and agrees to warrant and forever defend title to the Assigned Documents and Liens unto Lender against every person whomsoever lawfully claiming or to claim the same or any part thereof.

6.2. Reassignment. Lender agrees that upon the payment in full of all amounts due under the Note and the other Loan Documents, Lender agrees to execute and deliver to Borrower a reassignment of all of Lender’s right, title and interest in and to the subject Assigned Documents and Liens. The form and substance of the reassignment shall be reasonably acceptable to Lender and Borrower. Borrower agrees to pay Lender’s reasonable attorney’s fees and related costs incurred by Lender for the preparation of the reassignment.

6.3. Incidents of Assignment. This assignment is absolute, unconditional and immediately effective. This assignment does not collaterally transfer the Assigned Documents and Liens to Lender and does not only grant Lender a lien on the Leases and MH Contracts; instead, this assignment absolutely vests title to the Assigned Documents and Liens in Lender and constitutes Lender as the owner of the Assigned Documents and Liens (subject to Borrower’s terminable license described in Section 6.5) in accordance with the terms and provisions of this assignment. It shall never be necessary for Lender to institute legal proceedings of any kind to enforce the provisions of this assignment.

6.4. No Pro Tanto Payment. Recognizing that, pursuant to subsequent terms and provisions of this assignment, that the Leases and MH Contracts may never be paid to Lender, Borrower acknowledges and agrees that the execution and delivery of this assignment absolutely transferring ownership of the Assigned Documents and Liens to Lender does not constitute any nature of pro tanto payment of the Loan to Lender. In the case of Leases or MH Contracts which may hereafter be paid to Borrower, such payments will not constitute payment to Lender (and hence will not be credited on the Loan) unless and until such payments are received by Lender.

6.5. Terminable License. So long as there exists no Event of Default after expiration of the applicable cure or grace period provided herein, Borrower shall have and is hereby granted the license (the “License”) by Lender to receive and collect all of the payments due under the Leases and MH Contracts and to otherwise (a) observe, perform and discharge, all the obligations imposed upon the Borrower under the Leases and MH Contracts, and (b) enforce, in the name of Borrower, and at the cost, expense and risk of Borrower, the payment and the performance of each and every material obligation, term, covenant, condition and agreement in the Leases and MH Contracts to be performed by any party thereto. Borrower acknowledges and agrees that the License does not negate or otherwise affect the status of this assignment as being an absolute assignment fully transferring to Lender title to the Assigned Documents and Liens.

6.6. Automatic Termination of License. Upon the occurrence of an Event of Default and after expiration of the applicable grace or cure period without the Event of Default being cured, the License shall, ipso facto, automatically terminate without the necessity that Lender gives Borrower any nature of notice or institute against Borrower any nature of legal proceedings or take any other action. Upon the automatic termination of the License and upon written notice to Borrower thereof, Borrower agrees that unless Lender gives Borrower written instructions to the contrary, all payments made under the Leases and MH Contracts thereafter received by Borrower shall, in their entirety, be promptly paid over by Borrower to Lender and Lender may exercise any and all legal and equitable remedies. Under no circumstances, however, does Lender’s legal ownership of the Leases and MH Contracts depend upon the occurrence of any such Event of Default or the resulting automatic termination of Borrower’s License or the giving of notice by Lender or the filing of any lawsuit or the taking of any other action whatsoever by Lender, it being the agreement and intention of Borrower and Lender that this assignment is absolute (not collateral) and immediately vests ownership of the Assigned Documents and Liens in Lender.

6.7. Impact on Homeowners of Termination of License. Notwithstanding any of the other terms or provisions of this assignment, until Borrower’s License to collect MH Contracts is terminated as a result of the occurrence and continuance of an Event of Default, the Homeowners shall pay the amount due under the MH Contracts to Borrower. Upon receipt by any Homeowner, however, of written notice from Lender that termination of Borrower’s License to collect MH Contracts has occurred, each such Homeowner is hereby authorized to pay the amount due under the MH Contract to which the Homeowner is a party as directed in the written notice given the Homeowner by Lender (the “MH Contract Payment Notice”). The Homeowner is hereby authorized and directed and required to pay directly to the entity identified in the MH Contract Payment Notice all payments due under the MH Contracts accruing after the date of the termination of Borrower’s License stated in the MH Contract Payment Notice and the receipt by the entity identified in the MH Contract Payment Notice of payments made under the MH Contracts shall constitute a release and discharge of each Homeowner paying such amounts to the extent of the amounts so paid. If Homeowner does not receive a MH Contract Payment Notice or if the MH Contract Payment Notice does not identify the entity to receive payments, then Homeowner is authorized and directed to continue to make all payments under the MH Contract to Borrower unless and until the Homeowner receives written instructions from Lender to the contrary. The written notices from Lender to Homeowners referred to herein are intended solely for the benefit of each Homeowner and shall never inure to the benefit of Borrower or any party claiming through or under Borrower. The receipt by a Homeowner of any such written notice from Lender constitutes full authorization and mandate for such Homeowner to make all future payment of MH Contracts as stated in the notice.

6.8. Impact on Tenants of Termination of License. Notwithstanding any of the other terms or provisions of this assignment, until Borrower’s License to collect payments due under the Leases is terminated as a result of the occurrence of an Event of Default, Tenants of Homes pursuant to the Leases shall pay the amount due under the Leases to Borrower. Upon receipt by any Tenant, however, of written notice from Lender that termination of Borrower’s License to collect Leases has occurred, each such Tenant is hereby authorized to pay the amount due under the Lease to which the Tenant is a party as directed in the written notice given the Tenant by Lender (the “Lease Payment Notice”). The Tenant is hereby authorized and directed and required to pay directly to the entity identified in the Lease Payment Notice all payments due under the Leases accruing after the date of the termination of Borrower’s License stated in the Lease Payment Notice and the receipt by the entity identified in the Lease Payment Notice of payments made under the Leases shall constitute a release and discharge of each Tenant paying such amounts to the extent of the amounts so paid. If Tenant does not receive a Lease Payment Notice or if the Lease Payment Notice does not identify the entity to receive payments, then Tenant is authorized and directed to continue to make all payments under the Lease to Borrower unless and until the Tenant receives written instructions from Lender to the contrary. The written notices from Lender to Tenants referred to herein are intended solely for the benefit of each Tenant and shall never inure to the benefit of Borrower or any party claiming through or under Borrower. The receipt by a Tenant of any such written notice from Lender constitutes full authorization and mandate for such Tenant to make all future payment of Leases as stated in the notice.

6.9. Application of Payments by Lender. All payments made under Leases and MH Contracts received by Lender shall constitute the property of Lender and shall be applied by Lender as follows: (a) to the extent such payments under MH Contracts include amounts expressly allocated for taxes and/or insurance premiums, Lender shall apply such amounts to the payment of such items; (b) for payment of any sums due Lender under the terms of any of the Loan Documents; and (c) for fulfillment of Borrower’s other obligations under the Loan Documents and its obligations, if any, under the Leases and MH Contracts.

6.10. Possible Inconsistency Between Assignment and Other Agreements. Notwithstanding that this Agreement may indicate the transfer of Assigned Documents and Liens by Borrower to Lender to be a pledge or a collateral assignment or assignment which is made as security or as further security for the payment or performance of some monetary or other obligation of Borrower, such provisions are not controlling and are intended to be and are hereby superseded by the provisions of the assignment set out herein.

6.11. Agreements of Borrower. Borrower hereby unconditionally covenants and agrees as follows:

(a) to observe, perform and discharge, diligently and punctually, in all material respects, all the obligations imposed upon the Borrower under the Leases and MH Contracts and not to do or knowingly permit to be done anything to impair the Leases and MH Contracts or the liens and security interests in the Homes securing same; and Borrower shall give prompt notice to Lender of any known failure on the part of the Borrower to observe, perform and discharge in all material respects any of Borrower’s obligations under this paragraph or under any other portion of this Agreement;

(b) except in accordance with prudent business judgment exercised by Borrower in good faith, not to request, encourage or demand early payment from any Homeowner or Tenant for any amount due under the Leases and MH Contracts;

(c) except in accordance with prudent business judgment exercised by Borrower in good faith, not grant any period of reduced or abated payments under any of the Leases and MH Contracts;

(d) not to execute any assignment of the rights or interests of Borrower in the Leases and MH Contracts, or the liens and security interests in the Homes securing same without Lender’s prior written consent;

(e) to execute and deliver at the request of Lender all such further reasonable assurances and written instruments and take all such other action with respect to the Leases and MH Contracts and the liens and security interests in the Homes securing same as Lender shall from time to time may reasonably request in writing in order to carry out the purpose and intent of this Agreement, provided that no such assurance, instruments or actions shall increase Borrower’s obligations or reduce any of Borrower’s rights under this Agreement;

(f) to enforce, in the name of Borrower, and at the cost, expense and risk of Borrower, the payment of the Leases and MH Contracts and the performance of each and every material obligation, term, covenant, condition and agreement in the Leases and MH Contracts to be performed by any other party thereto, except as otherwise waived by Borrower in accordance with prudent business judgment exercised by Borrower; and if determined appropriate by Borrower in the exercise of its prudent business judgment, Borrower shall appear in and defend any action or proceeding arising under, occurring out of or in any manner connected with the Leases and MH Contracts or the Homes securing same, and upon request by Lender, Borrower will do so in the name and on behalf of Lender, but at the expense of the Borrower, and Borrower shall pay all reasonable costs and expenses of Lender, including reasonable attorney’s fees and disbursements, in any action or proceeding in which Lender may appear;

(g) except as deemed necessary or otherwise advisable by prudent business judgment exercised by Borrower, not to waive, excuse, discount, set-off, compromise or in any manner release or discharge any party to the Leases and MH Contracts from any monetary or other obligations, covenants, conditions and agreements to be kept, observed and performed by such party, including, without limitation, the obligation to pay amounts due thereunder, in the manner and at the time and place specified therein;

(h) TO INDEMNIFY AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CLAIMS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, INCLUDING REASONABLE ATTORNEY’S FEES, EXPERT WITNESS FEES AND COURT COSTS, ARISING OUT OF OR RELATED TO THE LEASES, MH CONTRACTS AND THE HOMES SECURING SAME ARISING DURING THE PERIOD WHICH BUYER MAINTAINS ITS TERMINABLE LICENSE TO THE HOMES. THIS INDEMNITY IS NOT INTENDED TO COVER CLAIMS AND CAUSES OF ACTION CAUSED BY LENDER’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT; AND

(i) to reimburse Lender for all reasonable costs and expenses, including reasonable attorney’s fees, incurred by Lender in connection with Lender’s exercise of its rights provided under this Agreement or the other Loan Documents to cure any of Borrower’s defaults under the Leases and MH Contracts, with the enforcement of the Leases and MH Contracts and the liens and security interests in the Homes securing same, the repossession and/or foreclosure of the Homes, and the storage and sale of the Homes.

Article VII -  REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Lender as applicable thereto, which representations and warranties shall survive the execution of this Agreement:

7.1. Legal Status. It has been duly organized and validly exists under the laws of the state of its organization, is qualified to transact business in each state where it operates, and has made all filings and is in good standing in every jurisdiction in which the nature of its business requires the qualification.

7.2. No Violation by Borrower. The execution, delivery, and performance by Borrower of this Agreement, the Note and any other Loan Document to which it is a party have been duly authorized and do not and will not:

(a) Contravene the material terms of any organizational or governance documents of Borrower;

(b) Conflict with or result in any material breach or contravention of, or the creation of any lien, security interest, or charge under, any agreement, contract, indenture, document, or instrument to which Borrower is a party or by which any of its property is bound, or any order, injunction, writ, or decree of any governmental authority to which Borrower or any of its property is subject except as otherwise disclosed herein; or

(c) Violate in any material respect, any law, rule, regulation, or determination of an arbitrator or of a court or other governmental authority, in each case applicable to or binding upon Borrower or any of its property.

7.3. Authorization. This Agreement, the Note and all other Loan Documents have been duly authorized, executed and delivered, and are legal, valid and binding agreements of Borrower enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, solvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.

7.4. Organizational Documents. True and correct copies of its organizational documents and all amendments and modifications thereof have been provided to Lender.

7.5. Financial Statements. All financial statements and reports that have heretofore been presented to Lender in conjunction with the transaction which is the subject of this Agreement, have been prepared in conformity with accounting principles consistently applied, fairly and accurately present the financial condition and income of the subject thereof, as of the date given, and to Borrower’s knowledge, neither contain any untrue statement of a material fact nor fail to state a material fact required in order to make the financial statements not misleading. Since the date of the financial statements until the date of this Agreement, there has been no adverse material change in the financial condition or operations of the subject thereof.

7.6. Tax Returns. It has no knowledge of any material pending assessments or adjustments with respect to its federal or state income tax liabilities for any year.

7.7. Consent and Licenses. Except for customary filings as may be required to evidence or perfect Lender’s security interest in the Collateral, no consent, approval or authorization of, or registration or filing with, any governmental body or authority, or any other person, firm or entity not a party hereto, is or will be required as a condition to the valid execution, delivery, performance or enforceability of the Loan Documents, or the transactions contemplated hereby or thereby, or to the conduct of its respective business.

7.8. Other Obligations. To the best of its knowledge it is not in default, beyond any applicable notice and cure period, under any other agreement involving the borrowing of money, the extension of credit, or the lease of real or personal property, to which it is a party as purchaser, guarantor, installment purchaser or lessee.

7.9. Compliance with Laws. To the best of its knowledge, it is in material compliance with all federal, state and local laws, rules, regulations and determinations of arbitrators, courts and other governmental authorities materially affecting its respective business, operations or property.

7.10. Litigation. There is no litigation or proceeding, indictment, or investigation either pending or, to the best of its knowledge, threatened against Borrower before any court, governmental agency, or administrative agency, or before any arbitrator, which would prevent or materially hinder it in the performance of its obligations under the Loan Documents or result in the forfeiture or seizure of any of its assets.

7.11. Event of Default. There exists no Event of Default.

7.12. Hazardous Substances. Except as set forth in existing environmental reports delivered to Lender, to the best of its knowledge, it is in compliance in all material respects with all applicable environmental, health and safety statutes and regulations and, to the best of its knowledge after due investigation, do not have any material contingent liability in connection with any improper treatment, storage, disposal or release into the environment of any hazardous or toxic waste or substance.

7.13. Terrorism and Money Laundering. Neither Borrower nor any of their respective Affiliates (as defined herein), nor, to their knowledge, any of their respective constituents or agents acting or benefiting in any capacity in connection with the Loan (individually a “Borrower Party” and collectively, the “Borrower Parties”) is in violation of any laws relating to terrorism or money laundering, including but not limited to, Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 (the “Executive Order”), as amended from time to time, and the U.S. Bank Secrecy Act of 1970, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and as otherwise amended from time to time (collectively, with the Executive Order, “Anti-Terrorism Law”). No Borrower Party is a “Prohibited Person.” A “Prohibited Person” means any of the following: a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; a person or entity with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; a person or entity who or that commits, threatens, or conspires to commit or supports “terrorism’’ as defined in the Executive Order; or a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. “Affiliates” with respect to Borrower means any other any individual, corporation, limited liability company, partnership, whether general or limited, or other entity (each, a “Person”) that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, Borrower. For purposes of this definition, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether by contract or otherwise.

7.14. Title. Borrower represents that Borrower has or shall have and maintain good and marketable title to the Collateral free and clear of all liens and encumbrances except for the security interest created by this Agreement in the Collateral. No financing statement covering any of the Collateral is on file in any public office other than those that reflect the security interest created by this Agreement or to which Lender has specifically consented in writing. Borrower has not assigned, sold, transferred, conveyed, or in any manner delivered any Lease or MH Contract to any other persons, except to Lender pursuant to the terms herein. Borrower shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.

7.15. Homes, Leases, and MH Contracts. Borrower represents and warrants: (a) that all information on any Funding Worksheet is true and correct in all material respects; (b) that the VIN, serial numbers, HUD data label numbers, and descriptions of the Homes match in all material respects the same numbers and descriptions in the certificates of title (if applicable), the Leases, and/or MH Contracts for such Homes; (c) that upon the closing of the transaction funded by any requested Advance, each Home will be free and clear of all liens and security interests except a lien or security interest in favor of Lender; (d) that each Home listed on any Funding Worksheet is (or will be) located on the lot in the designated Community set forth on the Funding Worksheet; (e) that the Homeowner and Tenant of each Home meets the Guidelines (as defined herein), or if exceptions to the Guidelines exist, such exceptions are accurately documented in the MH Contract Documents and Lease Documents all in accordance with Borrower’s prudent business judgment and applicable law; (f) that for each Home, either Homeowner, Tenant, or Borrower has physical damage insurance in an amount equal to or greater than the amount advanced (or to be advanced) by Lender for such Home and each such insurance policy names either Lender or Borrower, as the case may be, as an additional insured and/or loss payee; (g) as to MH Contracts and Leases entered into after the Effective Date, that each Homeowner financed the Home pursuant to the terms of a fully executed MH Contract in the form of the Approved Contract Form (as defined herein) and that each Tenant leased the Home pursuant to the terms of a fully executed Lease in the form of the Approved Lease Form (as defined herein); (h) that each Homeowner and Tenant executed only one original version of the applicable MH Contract Documents or Lease Documents, and, if requested by Lender, the original version of all Leases and MH Contracts have been delivered to Lender’s physical possession; (i) that to Borrower’s knowledge, each Lease and MH Contract is genuine, legally valid and enforceable; (j) that each Lease and MH Contract is subject to no defense, counterclaim or set off; (k) that to Borrower’s knowledge, each Homeowner or Tenant is not a minor and has legal capacity to execute the Lease or MH Contract; (l) that all statements of fact made in each Lease and MH Contract and all statements made by or on behalf of the Homeowner or Tenant in the credit applications and any other forms relating to the Lease or MH Contract are true to the best of Borrower’s knowledge and belief; (m) that the down payment or security deposit shown on in the Lease Documents or MH Contract Documents, if any, was made by the applicable Homeowner or Tenant in cash unless otherwise specified, and no part thereof was loaned directly or indirectly by Borrower to such Homeowner or Tenant; (n) that to Borrower’s knowledge, any down payment and any trade-in received as part of the down payment is accurately documented in the Lease Documents or MH Contract Documents and has been valued at its bona fide value; (o) that there is now owing on each Lease and MH Contract the amount set forth therein (except for immaterial and unintentional discrepancies); (p) to Borrower’s knowledge, that it has complied with all applicable federal, state and local laws, regulations, rules and ordinances in connection with the leasing of each Home and, if Borrower engages in sales and/or financings of Homes in the future, that it will comply with all applicable federal, state and local laws, regulations, rules and ordinances in connection therewith; (q) to Borrower’s knowledge, that each Lease and MH Contract was originated in full compliance with all applicable laws; and (r) that in accordance with the Fair Credit Reporting Act, Borrower has notified or will notify each Homeowner or Tenant that the Lease or MH Contract is to be submitted to Lender.

Article VIII -  AFFIRMATIVE COVENANTS

Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Borrower and Guarantor, where applicable, shall comply with the following covenants:

8.1. Books and Records. Borrower shall at all times keep accurate and complete books, records and accounts of all of its business activities, prepared in accordance with accounting principles consistently applied, and shall permit Lender, or any persons designated by Lender, at any reasonable time and upon prior reasonable notice, to inspect, audit and examine the books, records and accounts and to make copies or extracts thereof.

8.2. Financial Statements and Reports. Borrower and Guarantor shall furnish to Lender:

(a) Within one hundred twenty (120) days after the end of each fiscal year of Borrower, financial statements of Borrower in form and substance acceptable to Lender, which shall include a balance sheet, an income statement showing the results of operations for the a fiscal year and a change in financial position statement for the fiscal year, together, in each case, with the comparable figures for the immediately preceding fiscal year, certified as true and correct in all material respects by the President of Borrower, all in reasonable detail and prepared in accordance with consistently applied accounting principles approved by Lender in its reasonable discretion;

(b) Within one hundred twenty (120) days after the end of each calendar year of Guarantor, financial statements of Guarantor in form and substance acceptable to Lender, which shall include a balance sheet and income statement for such year and a change in financial position statement for such year, together, in each case, with the comparable figures for the immediately preceding year, all in reasonable detail and prepared in accordance with consistently applied accounting principles approved by Lender in its reasonable discretion;

(c) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a detailed collateral pool worksheet certified as true and correct in all material respects by the President of Borrower and reasonably acceptable to Lender in form and substance showing, without limitation, the following with such information and in such format as Lender may reasonably require (i) that information set forth in the Funding Worksheet described in Section 4.02, (ii) each Lease and MH Contract that is in default (and if none, then a certification that no Leases or MH Contracts are in default), (iii) for each Lease and MH Contract that is in default, the nature and timing of the default, (iv) a description of each Lease and MH Contract entered into during the prior calendar quarter, (v) all MH Contracts paid in full during the prior calendar quarter, (vi) all new and terminated Leases occurring during the prior calendar quarter; (vii) all Ineligible Collateral Payments required to be paid by Borrower pursuant to Section 2.6(c) during the prior calendar quarter, and (viii) such other information as Lender may reasonably require;

(d) As soon as available, but in any event within thirty (30) days of filing, all state and federal income tax returns, amendments to returns and requests for extension for Borrower and Guarantor;

(e) On the same date as delivery of the reports and statements in Section 8.2(c), financial statements of Borrower in form and substance acceptable to Lender, which shall include a balance sheet, an income statement showing the results of operations for such a calendar quarter and a change in financial position statement for such a calendar quarter, together, in each case, with the comparable figures for the immediately preceding calendar quarter, certified as true and correct in all material respects by the President of Borrower, all in reasonable detail and prepared in accordance with consistently applied accounting principles approved by Lender in its reasonable discretion;

(f) On the same date as delivery of the reports and statements in Section 8.2(c) for the period ending December 31^st, a compliance certificate from the President of Borrower, in his or her capacity as such officer and not individually, (i) containing all information and calculations necessary for determining compliance by Borrower with the financial covenants in Section 8.23 of this Agreement which require compliance as of the end of a fiscal year, (ii) containing Borrower’s calculation of such financial covenant, and (iii) stating that such officer has not obtained any knowledge of any Event of Default, except as specified in such certificate; and

(g) Promptly, from time to time, upon request of Lender, such other information concerning the financial condition, business and affairs of Borrower as shall be reasonably requested by Lender.

8.3. Notices. Upon having actual knowledge thereof, Borrower or Guarantor shall promptly notify Lender in writing of the occurrence of any Event of Default under any of the Loan Documents and of any legal action, proceeding or investigation threatened or instituted against Borrower or Guarantor that would be likely to have a material adverse effect upon the operations, financial condition or business of Borrower or Borrower’s or Guarantor’s ability to repay the Loan, or Lender’s security interest in the Collateral, and from time to time, at Lender’s request, Borrower will furnish to Lender a summary of the status of all the actions, proceedings or investigations.

8.4. Conduct of Business. Borrower (a) shall maintain in full force and effect all licenses, permits, authorizations, bonds, franchises and other rights necessary to the conduct of its businesses, (b) shall continue in, and limit its operations to, the same general lines of business as are presently conducted, (c) shall comply in all material respects with all applicable laws, orders, regulations and ordinances of all governmental authorities materially affecting Borrower or its business, (d) shall maintain its entity existence in good standing in the jurisdiction of its formation.

8.5. Filing Applications for Certificates of Title. As soon as possible, but in no event later than ten (10) business days after an Advance, Borrower shall (a) file with the appropriate state agency completed and executed applications for certificates of title for the Homes that are the subject of an Advance (“Applications”), and (b) pay the required filing fee. The Applications shall list the Borrower as the owner of the Homes, Lender as the first lienholder, and no other lienholders. The Applications shall provide that the original certificates of title (“Certificates”) shall be mailed directly to Lender upon issuance.

8.6. Original Certificates. Lender must receive Certificates for the Homes that are the subject of an Advance within sixty (60) days from the Advance. If Borrower is ever in possession of a Certificate for a Home that is the subject of an Advance, Borrower shall within three (3) business days after coming into possession, deliver the Certificate to Lender by overnight delivery. While in possession of a Certificate, Borrower agrees it will hold the Certificate as the baliee and agent of Lender.

8.7. Guidelines. Borrower shall only sell Homes to Homeowners or lease Homes to Tenants of the Communities who meet the screening, underwriting, credit, and/or review criteria determined by Borrower in the exercise of Borrower’s prudent business judgment (“Guidelines”), attached hereto as Exhibit D, or as otherwise approved in writing. All Leases and MH Contracts shall adhere to and conform in all material respects with the Guidelines, and the Guidelines shall not be modified or amended without the Lender’s prior written approval, which shall not be unreasonably withheld or delayed.

8.8. MH Contracts. As soon as possible, but in no event later than ten (10) business days after Borrower sells a Home to a Homeowner pursuant to a MH Contract, Borrower shall (a) provide Lender a true and correct copy of each fully executed MH Contract and all MH Contract Documents related thereto, and (b) file with the appropriate state agency completed and executed applications for certificates of title for the Home purchased pursuant to an MH Contract, showing the Homeowner as the owner of the Home, Lender as the first lienholder, Borrower as the second lienholder, and no other lienholders, and providing that the original Certificates shall be mailed directly to Lender upon issuance. From and after the Effective Date, Borrower shall sell Homes to Homeowners using only the form of MH Contract (“Approved Contract Form”) as approved by Lender. Borrower shall execute or cause to be executed only one original MH Contract on the Approved Contract Form. Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been performed, Borrower shall include on the front page of each current MH Contract and all future MH Contracts the legend “This document has been assigned to FirstBank, 520 W. Summit Hill Dr., Suite 801, Knoxville TN, 37902. Any subsequent assignee or possessor hereof shall take subject to the interests of FirstBank.”

8.9. Leases. As soon as possible, but in no event later than ten (10) business days after Borrower leases, with or without option to purchase, a Home to a Tenant pursuant to a Lease, Borrower shall provide Lender a true and correct copy of each fully executed Lease and all Lease Documents related thereto. From and after the Effective Date, Borrower shall lease Homes to Tenants using only the form of Lease (“Approved Lease Form”) attached hereto as Exhibit E or as approved by Lender. Upon Lender’s written request, Borrower shall promptly provide Lender a true and correct copy of each fully executed Lease not otherwise provided. Borrower shall execute or cause to be executed only one original Lease on the Approved Lease Form. Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been performed, Borrower shall include on the front page of each current Lease and all future Leases the legend “This document has been assigned to FirstBank, 520 W. Summit Hill Dr., Suite 801, Knoxville TN, 37902. Any subsequent assignee or possessor hereof shall take subject to the interests of FirstBank.”

8.10. Electronic Chattel Paper. Should Borrower create Leases and/or MH Contracts that constitute Electronic Chattel Paper (as defined in the UCC) (“Electronic Chattel Paper”), Borrower shall create, store and assign the record(s) comprising Electronic Chattel Paper in such a manner that (a) a single authoritative copy of the record(s) exists which is unique, identifiable, and, except as otherwise provided in this Section, unalterable, (b) the authoritative copy identifies Lender as the assignee of the record(s), (c) the authoritative copy is communicated to and maintained by Lender or its designated custodian, (d) the identification of Lender as assignee of the authoritative copy cannot be altered without Lender’s consent, (e) all copies of the authoritative copy are readily identifiable as copies, and not the authoritative copy, and (f) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

8.11. Compliance with Laws. Borrower shall at all times comply in all material respects with, all applicable laws, statutes (including any fictitious name statute), rules, regulations, orders, and directions of any governmental authority having jurisdiction over it or materially affecting its business including, without limitation, (a) any requirements requiring Borrower to maintain all licenses, if any, required to sell, finance, and lease manufactured homes in the states where each Community is located, (b) the Secure and Fair Enforcement Mortgage Licensing Act of 2008, (c) the 2013 Homeowner Ownership and Equity Protection Act (“HOEPA”), as it may be amended from time to time, and if the annual percentage rate charged in the MH Contract causes the contract to be considered a “High-Cost Mortgage” under HOEPA, the disclosures required by HOEPA for a High-Cost Mortgage, and (d) the Truth in Lending Act.

8.12. Use of Loan Proceeds. Borrower shall use the proceeds of the Loan and all Advances provided herein solely for the purposes set forth herein and not in contravention of any requirement of law.

8.13. Loan Documents. Borrower shall comply in all material respects at all times with all covenants, conditions and requirements set forth in the Loan Documents to which it is a party and applicable thereto, the terms of which are incorporated herein by this reference.

8.14. Environmental Matters. Borrower will take all reasonable action to prevent the occurrence of any material violation by Borrower, which violation materially and adversely affects the value of the Collateral, of any applicable environmental laws, health and safety statutes and regulations, or any order or judgment of any court with respect to environmental pollution or contamination, hazardous waste disposal or any other environmental matter. Borrower shall promptly give written notice to Lender of the following matters or occurrences and of the steps being taken by Borrower with respect thereto:

(a) receipt by Borrower of written notice that a Home is not in material compliance with the requirements of applicable environmental laws and health and safety statutes and regulations;

(b) receipt by Borrower of written notice that a Home is subject to a governmental investigation evaluating whether any remedial action is needed to respond to the release of any hazardous or toxic waste or substance into the environment; or

(c) receipt by Borrower of written notice that any Community or any of the Collateral is subject to an environmental lien.

BORROWER HEREBY (A) RELEASES AND WAIVES ANY CLAIMS AGAINST LENDER FOR INDEMNITY OR CONTRIBUTION IN THE EVENT BORROWER BECOMES LIABLE FOR CLEANUP OR OTHER COSTS UNDER ANY ENVIRONMENTAL LAW (OTHER THAN ANY LIABILITY CAUSED BY LENDER’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR AFTER LENDER ACQUIRED TITLE TO ANY HOME, UNLESS BORROWER’S LIABILITY OR COSTS ARISE FROM OR RESULT FROM, WHETHER DIRECTLY OR INDIRECTLY, ANY ACTIONS OR ACTIVITIES THAT OCCURRED BEFORE LENDER ACQUIRED TITLE TO ANY HOME) AND (B) AGREES TO INDEMNIFY AND HOLD HARMLESS LENDER AGAINST ANY AND ALL CLAIMS AND LOSSES RESULTING FROM A BREACH OF THIS PROVISION OF THIS SECTION. THIS OBLIGATION TO INDEMNIFY SHALL SURVIVE THE PAYMENT OF THE INDEBTEDNESS AND THE SATISFACTION OF THIS AGREEMENT. TO THE BEST OF BORROWER’S KNOWLEDGE, BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL, HEALTH AND SAFETY STATUTES AND REGULATIONS AND, TO THE BEST OF ITS KNOWLEDGE AFTER DUE INVESTIGATION, DOES NOT HAVE ANY MATERIAL CONTINGENT LIABILITY IN CONNECTION WITH ANY IMPROPER TREATMENT, STORAGE, DISPOSAL OR RELEASE INTO THE ENVIRONMENT OF ANY HAZARDOUS OR TOXIC WASTE OR SUBSTANCE. THE WAIVER AND INDEMNITY OBLIGATIONS CONTEMPLATED IN THIS PROVISION SHALL SURVIVE REPAYMENT OF THE LOAN AND SHALL CONTINUE IN FULL FORCE AND EFFECT SO LONG AS THE POSSIBILITY OF THE LIABILITY, CLAIMS OR LOSSES EXISTS.

8.15. Maintenance and Inspection of Collateral. Borrower shall maintain all tangible Collateral within the actual custody and control of Borrower in good condition and repair, normal wear and tear excepted, or promptly repair any damage to such Collateral in the exercise of its prudent business judgment. Borrower will not commit or knowingly permit damage to or destruction of the Collateral or any part of the Collateral within its custody or control. Lender and its representatives, at Borrower’s cost and expense, may inspect the Collateral annually subject to the rights of occupants of the Homes. Notwithstanding the forgoing, Borrower shall be responsible for the payment of only one such Lender inspection in any given calendar year unless the inspections occur during the continuance of an Event of Default in which event Borrower shall be responsible for the payment of all reasonable costs and expenses of Lender for such inspections. Borrower shall immediately notify Lender: (a) of all cases involving the return, rejection, repossession, loss or damage of or to any Collateral; (b) of any request for credit or adjustment or of any other dispute arising with respect to the Collateral; and (c) of all material happenings and events materially affecting the value or the amount of the Collateral.

8.16. Transactions Involving Collateral. Without the prior written consent of Lender, Borrower shall not sell or otherwise transfer or dispose of the Collateral, other than selling such Homes using the Approved Contract Forms in the ordinary course of business to Homeowners who reside in a Community and who meet the Guidelines. Borrower shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. Upon receipt of any proceeds from any disposition of the Collateral, Borrower shall immediately pay to Lender the amount set forth or required pursuant to the Note. Payments made pursuant to this Section shall not incur any prepayment premium or penalty under Section 2.5 or otherwise.

8.17. Taxes, Assessments and Liens. Borrower will pay when due all taxes, assessments and liens, if any, upon the Collateral, its use or operation, upon this Agreement, the Note, or upon any of the other Loan Documents, and provide annual proof thereof. Borrower may withhold any such payment or may elect to contest any lien if Borrower is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s reasonable opinion. If the Collateral is subjected to a lien which is not discharged within forty-five (45) days of the date Borrower receives notice of such lien, Borrower shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide or the discharge of the lien plus any interest, costs, attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Borrower shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Borrower shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

8.18. Compliance with Governmental Requirements. Borrower shall comply promptly in all material respects with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Borrower may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s reasonable opinion, is not jeopardized.

8.19. Insurance. Borrower shall maintain insurance at its own expense or cause to be maintained by each Homeowner at such party’s own expense with respect to the Homes in such amounts, against such risks, in such form and with such insurers, as shall be customary for businesses similar to Borrower’s business, and provide annual proof thereof, including:

(a) Fire, hazard and extended coverage insurance protecting against, but not limited to, fire, theft, malicious mischief, vandalism, and such other hazards as Lender may require Borrower to carry for the Homes for the full insurable value thereof on a replacement cost claim recovery basis, containing standard non-contributing mortgagee loss payable clauses and subrogation clauses, and an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of any such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(b) Comprehensive public liability insurance on an “occurrence basis” insuring Borrower and Lender against claims for personal injury, including, without limitation, bodily injury, death or property damage, occurring on, in or about the Homes, and the adjoining streets, sidewalls and passageways, in an amount of not less than $1,000,000 per occurrence and $2,000,000 in aggregate, naming Lender as an additional insured, and containing an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(c) Business interruption or loss of rents insurance covering Borrower for a term of at least twelve (12) months containing standard non-contributing mortgagee loss payable clauses and subrogation clauses an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(d) If any of the Homes are located in an area designated as having special flood hazards, flood insurance insuring the Homes shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.

(e) Upon written request of Lender, but no more than once in any year unless there is an Event of Default, Borrower shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (i) the name of the insurer; (ii) the risks insured; (iii) the amount of the policy; (iv) the property insured; (v) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (vi) the expiration date of the policy.

8.20. Application of Insurance Proceeds of Insured Collateral. Borrower shall promptly notify Lender of any loss or damage to the Collateral, that is material, taken as a whole. If the Collateral is insured, Lender may make proof of loss if Borrower fails to do so within thirty (30) days of the casualty. All proceeds of any insurance on the Collateral, including accrued interest thereon, shall be held by Lender as part of the Collateral. In the absence of an Event of Default, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Borrower from the proceeds for the reasonable cost of repair or restoration. If an Event of Default is then existing, and Lender does not otherwise consent to repair or replacement of the damaged or destroyed Collateral, Lender shall retain the proceeds and apply same to the payment of the Indebtedness and if the Indebtedness is paid in full, pay the excess proceeds to Borrower. Any proceeds which have not been disbursed within six (6) months after their receipt and which Borrower has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness (without any prepayment penalty).

8.21. Deposit Account; Capital Expenditures Account.

(a) Upon the Effective Date, and for so long as any Indebtedness remains outstanding, Borrower shall establish, fund, and maintain with Lender all operating deposit and treasury accounts from which Borrower shall manage all revenue and expenses of Borrower’s business.

(b) At Closing, Borrower and Land Borrower shall establish, fund, and maintain with Lender the Capital Expenditures Account with funds equal to or greater than $260,000.00. Further, Borrower hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing, general lien upon, and security interest in and to, the Capital Expenditures Account. Expect as provided herein, as long as any Obligations remain outstanding, Borrower relinquishes any and all rights to withdraw the funds contributed to the Capital Expenditures Account except as provided herein.

Notwithstanding the forgoing, Borrower may withdraw funds from the Capital Expenditures Account for the payment for labor performed and materials or equipment provided in connection with capital improvements to the Premises (which Lender agrees to make such funds available for, upon Borrower providing Lender with (i) invoices, receipts or other reasonably satisfactory evidence of the payment of such labor performed or materials or equipment provided, and (ii) pictures of such work and materials completed).

8.22. Administrative Fees. Borrower will pay to Lender the Administrative Fees set out in Exhibit A attached hereto.

8.23. Financial Covenants.

(a) Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, and for so long as any funds remain in the Capital Expenditures Account:

(i) Land Borrower shall maintain a minimum Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated on the twelve (12)-month trailing period ending as of December 31st of each year, beginning December 31, 2021, and then every twelve months thereafter. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Land Borrower’s calculation of a financial covenant and Lender’s determination of a financial covenant, Lender’s determination shall govern absent manifest error.

(ii) Borrower and Land Borrower shall maintain a minimum Global Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated on the twelve (12)-month trailing period ending as of December 31st of each year, beginning December 31, 2021, and then every twelve months thereafter. Compliance with these financial covenants shall be verified by Lender and in the event of a material difference between Borrower’s calculation of a financial covenant and Lender’s determination of a financial covenant, Lender’s determination shall govern absent manifest error.

(b) For purposes of this Section, the following terms shall have the following meanings:

(i) “Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the Gross Cash Flow (as defined herein) of Land Borrower, divided by the Debt Service (as defined herein) of Land Borrower, certified by Borrower’s manager and verified by Lender.

(ii) “Global Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the sum of the Gross Cash Flow of Borrower and Land Borrower, divided by the sum of the Debt Service of Borrower and Land Borrower, certified by Borrower’s President and verified by Lender.

(c) “Debt Service” means, for any period, all annual debt service, including principal and interest payments, due on all debt obligations during the applicable period. “Gross Cash Flow” means, for any period, an amount equal to the sum of (1) Net Income, plus (2) to the extent deducted in determining Net Income, (A) interest expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges determined in accordance with generally accepted accounting principles, plus (3) cash contributions by owners, less (4) distributions to owners. “Net Income” means, for any period, the net income (or loss) for such period in accordance with generally accepted accounting principles, but excluding therefrom (to the extent otherwise included therein) (1) any extraordinary gains or losses, (2) any gains attributable to write-ups of assets, and (3) any security deposits or other type of deposits or advance rentals paid by Tenants.

Article IX -  NEGATIVE COVENANTS

Until the Indebtedness is paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Borrower shall comply with each and all of the following covenants:

9.1. Indebtedness. Borrower shall not, without Lender’s prior written consent: (a) incur, create, assume or permit to exist any obligation or indebtedness, except (i) existing indebtedness disclosed on financial statements previously delivered to, and approved in writing by, Lender, (ii) the Loan, and (iii) other indebtedness and trade obligations and normal accruals in the ordinary course of business not yet due and payable; or (b) become liable, directly, or indirectly, as guarantor or otherwise, for any obligation of any other person or entity, except existing obligations of the kind previously disclosed to, and approved in writing by, Lender.

9.2. Liens. Borrower shall not create, assume, or suffer to exist any security interest, deed of trust, mortgage, lien (including the lien of an attachment, judgment, or execution), or encumbrance, securing a charge or obligation, on or of any Collateral, except (a) security interests, mortgages, and deeds of trust in favor of the Lender, and (b) liens for current taxes, assessments, or other governmental charges which are not delinquent or remain payable without any penalty.

9.3. Mergers; Sale of Assets. Borrower will not, without Lender’s prior written consent or upon a full payoff of the Indebtedness evidenced by the Note, this Agreement, and the Loan Documents: (a) consolidate with or merge into another entity, permit any other entity to merge into or consolidate with it, or permit any transfer of the direct ownership of or power to control it; (b) sell, lease, or otherwise dispose of its business or assets as a whole or in the reasonable opinion of the Lender constitutes a substantial portion of its business or assets; (c) sell or otherwise dispose of any of its accounts receivable except in connection with the collection of same in the ordinary course of business; (d) sell or otherwise dispose of any of its material assets except for full, fair and reasonable consideration; or (e) enter into any sale and leaseback agreement covering any of its material fixed or capital assets.

9.4. Loans to Insiders. Borrower, without Lender’s prior written consent, shall not hold or make any loans, advances, or other extensions of credit to any of its executives, officers, members or partners (or any relatives of any of the foregoing), or make loans, advances or other extensions of credit to or invest in any other person, other than investments in cash equivalents.

9.5. Distributions; Salaries. If there exists an uncured Event of Default or if, after giving effect thereto, such a payment, order, or declaration would cause a default or Event of Default, Borrower will not, without Lender’s prior written consent, declare, order, pay or make, directly or indirectly: (a) any dividend or other distribution on or on account of any ownership interest of Borrower now or hereafter outstanding; (b) any management fee; (c) any redemption, retirement, purchase or other acquisition of any ownership interests in Borrower now or hereafter outstanding or of any warrants or rights to purchase any the ownership interests; or (d) any increase in the salary or other compensation payable to Borrower’s members, managers, executives, officers or directors (or any relatives of any of the foregoing). Notwithstanding the forgoing, Borrower shall not declare or make any dividend or other shareholder or owner distribution except where the following conditions are satisfied on or before such dividend or distribution: (1) on or after October 10, 2023; (2) no default, Event of Default, or Material Adverse Effect (or no event, which with the giving of notice or passage of time or both would constitute the same) shall have occurred and be continuing hereunder and all representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such dividend or distribution; and (3) immediately after the dividend or distribution Borrower is in compliance with the financial covenants set forth in Section 8.23 herein, where such covenants are tested on or before the date of the dividend or distribution (and to include the dividend or distribution) and calculated on the twelve (12)-month trailing period based upon the updated financial statements of Borrower and Land Borrower that are to be delivered with any written request by Borrower for the dividend or distribution.

9.6. Business Activities. Borrower shall not engage in any business activities or operations substantially different from or unrelated to its present business activities and operations without Lender’s approval, such approval not to be unreasonably withheld.

9.7. Change in Name, Structure or Organization. Borrower shall not, without Lender’s prior written consent, change: (a) its name; (b) its business or legal structure; (c) its state of formation; (d) without first informing Lender, its principal place of business or chief executive office if it has more than one place of business; or (e) Borrower’s direct ownership, such that a Change in Control (as described in Section 10.11) occurs.

9.8. Leases; MH Contracts. Borrower shall not revise, amend or modify any substantive terms of the Approved Lease Form or Approved Contract Form without Lender’s prior written consent, which consent will not be unreasonably withheld, except as may be necessary in the ordinary course of business as determined by Borrower in the exercise of its prudent business judgment. Borrower shall not execute more than one original Lease or MH Contract. Furthermore, Borrower shall not, without Lender’s prior written consent, amend or modify any Lease Documents or MH Contract Documents and shall not, without Lender’s prior written consent, waive any Homeowner’s default of an MH Contract, Tenant’s default under a Lease, or any of Borrower’s rights or remedies in connection with a Lease or MH Contract except as may be necessary in the ordinary course of business, as determined by Borrower in the exercise of its prudent business judgment. Except as otherwise provided herein, Borrower shall not create any, or cause any MH Contract to be, Electronic Chattel Paper.

9.9. Terrorism and Money Laundering. Borrower shall not knowingly (a) conduct any business or engage in making or receiving any contribution of funds, goods, or services to or for the benefit of any Prohibited Person; (b) deal in, or otherwise engage in any transaction relating to, any property or interests in properly blocked pursuant to the Executive Order or any other Anti-Terrorism Law; or (c) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Before any changes in direct or indirect ownership of any Borrower Party, Borrower shall give a written notice to Lender reaffirming that the representations and warranties herein contained will remain true and correct. Borrower agrees promptly to deliver to Lender (but in any event within ten (10) days of Lender’s written request) any certification or other evidence requested from time to time by Lender in its reasonable discretion, confirming compliance with the foregoing.

9.10. Ownership/Management of Borrower. Borrower shall not permit any change in ownership or management of Borrower. In addition, Borrower shall not cause or allow the day-to-day management of the Collateral to be controlled by anyone except Guarantors and/or any Person directly or indirectly controlled by Guarantors.

9.11. Moving or Conversion of Homes. Borrower shall not convert or permit any Homeowner or Tenant to convert any Home from personal property to real property. Borrower shall not move the Homes out of the Community where now located or where first located.

Article X -  EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement and the Loan Documents:

10.1. Failure to Pay. Failure to pay any payment when due and owing under the Note or any other sum due and owing to Lender under this Agreement or any other Loan Document in accordance with the terms hereof or thereof, and such failure is not remedied within ten (10) calendar days after written notice thereof is given to Borrower.

10.2. Breach of Representation or Warranty. Any representation or warranty herein or in any other Loan Document proves to have been false or misleading in any material respect when made.

10.3. Other Defaults. Failure to perform or observe any term or covenant contained in this Agreement or any Loan Document, other than a term or covenant that requires the payment of money or breach of a representation or warranty, and the default continues unremedied for a period of thirty (30) days after the earlier of (a) the date upon which the Borrower knew of the failure if the failure was not then known to the Lender; or (b) if the failure is known to Lender, the date upon which written notice thereof is given to Borrower by Lender, provided that Borrower takes prompt corrective action and diligently pursues the same to completion. If the Event of Default cannot be remedied within the thirty (30) day period, the Borrower shall have such additional period of time as is reasonably necessary in which to cure the default if the Borrower was diligently pursuing a cure at the end of the thirty (30) day period and continues to do so therefor; provided, however, such additional period of time shall be no longer than thirty (30) days from the expiration of the initial thirty (30) day period.

10.4. Judgments. (a) (i) One or more judgments or arbitration awards, in excess of $100,000.00, are entered against Borrower and the same shall remain unsatisfied, unvacated and unstayed for a period of sixty (60) days after the entry thereof and (ii) such judgments or arbitration award has a materially adverse effect on Borrower’s ability to perform its respective obligations under the Loan Documents, all in Lender’s reasonable discretion; (b) (i) Borrower enters into any settlement agreement with respect to any litigation or arbitration, and the aggregate amount of the judgments, arbitration awards and settlements which are not covered by third-party insurance exceeds $100,000.00 and (ii) such judgment, arbitration award or settlement has a materially adverse effect on the Borrower’s ability to perform its obligations under the Loan Documents, all in Lender’s reasonable discretion; or (c) (i) Guarantor enters into any settlement agreement with respect to any litigation or arbitration, or the aggregate amount of the judgments, arbitration, awards and settlements which are not covered by third-party insurance exceeds $100,000.00 and (ii) such judgment, arbitration award or settlement has a materially adverse effect on Guarantor’s ability to perform its obligations under the Loan Documents, all in Lender’s reasonable discretion.

10.5. Voluntary Bankruptcy. Borrower or Guarantor files any petition, proceeding, case, or action for relief under any bankruptcy, reorganization, insolvency, or moratorium law, or any other law or laws for the relief of, or relating to, debtors.

10.6. Involuntary Bankruptcy. An involuntary petition is filed under any bankruptcy or similar statute against any Borrower or Guarantor or a receiver, trustee, liquidator, assignee, custodian, sequestrator, or other similar official is appointed to take possession of the properties of Borrower or Guarantor and the petition or appointment is not set aside or withdrawn within sixty (60) days or continues in effect for sixty (60) days or more from the date of said filing or appointment.

10.7. Default of Other Financial Obligations. Any default occurs under any other agreement involving the borrowing of money or the extension of credit having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000.00 to which Borrower or a Guarantor may be or is a party as lessee, guarantor, or installment purchaser, if the default consists of the failure to pay any obligation when due and the failure continues after the applicable grace or notice period, if any, specified in the relevant document or if the default gives the holder of the obligation concerned the right to accelerate the obligation.

10.8. Default of Other Obligations to Lender. Any default occurs under any other obligation of Borrower or a Guarantor to the Lender or any Affiliate of Lender and the default continues after any applicable grace or notice period.

10.9. Default of Land Borrower. Subject to any applicable grace or cure period, Land Borrower fails to make any payment due on the Land Loan, or any event shall occur or any condition shall exist in respect of the Land Loan, or under any agreement securing or relating to the Land Loan, including the Land Note, the Land Loan Agreement, and Land Loan Documents, the effect of which is a default or event of default thereunder or which enables Lender to cause the Land Loan, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

10.10. Dissolution. Borrower is dissolved or liquidated.

10.11. Change of Control. Any person or persons acting in concert that is not or are not Affiliates of Borrower, shall acquire a majority of the combined voting power in Borrower without Lender’s prior written consent, which shall not be unreasonably withheld or delayed.

10.12. Guarantor Death. The death of a Guarantor; provided, however, if the Loan is otherwise in good standing, then Borrower shall have ninety (90) days to provide a substitute Guarantor who shall provide Lender a credit enhancement equal to or greater than the deceased Guarantor in Lender’s reasonable discretion, and who shall have executed a Guaranty in form and substance similar to that executed by the deceased Guarantor.

Article XI -  REMEDIES OF LENDER UPON DEFAULT

11.1. Remedies. At any time after any Event of Default has occurred and is continuing, Lender may, without presentment, demand, protest or further notice of any kind (all of which are hereby expressly waived) and, notwithstanding the provisions contained in any other document or instrument executed or to be executed by Borrower to Lender hereunder or contained in any other agreement, take any one or more of the following actions:

(a) Declare the entire principal and any accrued interest due under the Note, together with all costs and expenses, to be immediately due and payable, and to enforce payment thereof by any means permitted by law or in equity;

(b) Declare any commitments of Lender to advance further sums pursuant hereto to be terminated, whereupon the same shall terminate (provided that upon the occurrence of an Event of Default pursuant to Section 10.5 or 10.6, all commitments shall automatically terminate);

(c) Without accelerating payment, enforce the payment of sums of principal and interest then due (including any penalty interest or late payment charges);

(d) Require the party in default to take or refrain from taking any action which may be necessary to cure the Event of Default and to obtain affirmative or negative injunctions or restraining orders with respect thereto;

(e) File an action or proceeding for any sums owing;

(f) Lender may require Borrower to deliver to Lender all or any portion of the Collateral and any and all Certificates and other documents relating to the Collateral. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Borrower to take possession of and remove the Collateral;

(g) Lender shall have full power to enter upon the real property where any of the Collateral is located to market, sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own name or that of Borrower. Lender may, in its sole discretion, in its own name or that of Borrower, make and provide any representations, warranties and/or covenants to the purchaser of any of the Collateral. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Borrower reasonable notice of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All reasonable expenses relating to the disposition of the Collateral, including without limitation the reasonable expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the default interest rate set forth in the Note from date of expenditure until repaid;

(h) To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (i) Lender may have a receiver appointed as a matter of right; (ii) the receiver may be an employee of Lender and may serve without bond; and (iii) all fees of the receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the default interest rate set forth in the Note from date of expenditure until repaid. The receiver may be appointed by a court of competent jurisdiction upon ex parte application and without notice, notice being expressly waived;

(i) Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine. For these purposes, Lender may, on behalf of and in the name of Borrower, receive, open and dispose of mail addressed to Borrower; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender;

(j) If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Borrower shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper;

(k) Lender shall have all the rights and remedies of a secured creditor under the provisions of the Tennessee Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise; and

(l) Exercise any other remedy or right provided in law or in equity or permitted under this Agreement, the Note, or any of the other Loan Documents.

11.2. Remedies Cumulative. Any and all remedies conferred upon Lender shall be deemed cumulative with, and nonexclusive of any other remedy conferred hereby or by law, and Lender in the exercise of any one remedy shall not be precluded from the exercise of any other.

11.3. Power of Attorney. Borrower hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably, with full power of substitution to do any and all of the following after the occurrence of or while an Event of Default exists: (a) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter become due, owing or payable under this Agreement, any Loan Document, or any Lease or MH Contract; (b) to execute, sign and endorse any and all claims, instruments, insurance proceeds, receipts, checks, drafts or warrants under this Agreement, any Loan Document, or any Lease or MH Contract; (c) to give notice to any buyer purchasing a Home to make payments to the Lender; (d) to assign any Lease or MH Contract to the Lender or any Affiliate of Lender; (e) to settle or compromise any and all claims in the place and stead of Borrower, and to execute and deliver its release and settlement for the claim under any Lease or MH Contract; (f) to take any action or exercise any remedy available to it under this Agreement or any Loan Document or available to Borrower under any Lease or MH Contract; and (g) to file any claim or claims or to take any action or institute or take part in any proceedings, either in its own name or in the name of Borrower, which in the discretion of Lender may seem to be necessary or advisable under this Agreement, any Loan Document, or any Lease or MH Contract. This power is given as additional security for the Loan and the authority hereby conferred is and shall be irrevocable and coupled with an interest and shall remain in full force and effect during any period that an Event of Default exists and until renounced by Lender.

Article XII -  OTHER PROVISIONS

12.1. Recitals. The Recitals form an integral part of this Agreement and are incorporated herein by this reference.

12.2. Attorneys’ Fees and Expenses. In addition to interest on principal as stated in the Note, Borrower shall pay Lender’s reasonable attorneys’ fees and costs incurred in the collection of any indebtedness hereunder, or in enforcing this Agreement, whether or not suit is brought, and any attorneys’ fees and costs incurred by Lender in any proceeding under the Federal Bankruptcy Code in order to collect any indebtedness hereunder or to preserve, protect or realize upon any security for the indebtedness.

12.3. Waiver. Any waiver of any of the terms of this Agreement by Lender shall not be construed as a waiver of any other terms of this Agreement, and no waiver shall be effective unless made in writing. The failure of Lender to exercise any right with respect to the declaration of any default shall not be deemed or construed to constitute a waiver by, or to preclude Lender from exercising any right with respect to the default at a later date or with respect to any subsequent default by Borrower.

12.4. Notices. All notices required or permitted to be given under this Agreement shall be effective for all purposes if: (a) hand delivered; (b) sent by certified or registered United States mail, postage prepaid, return receipt requested: (c) sent by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, at the addresses of Lender, Borrower, and Guarantor on Exhibit A attached hereto. A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a federal banking day; or in the case of expedited prepaid delivery, upon the first attempted delivery on a federal banking day. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower and Guarantor will keep Lender informed at all times of their current addresses.

12.5. Parties. This Agreement is made solely among the parties hereto, and no other person shall have any right of action hereunder. The parties expressly agree that no person shall be a third-party beneficiary to this Agreement.

12.6. Indemnity. BORROWER AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND LENDER FROM ANY LIABILITY, CLAIMS OR LOSSES RESULTING FROM THE DISBURSEMENT OF THE PROCEEDS OF THE LOAN WHETHER ARISING DURING OR AFTER THE TERM OF THE LOAN BUT NOT FOR CLAIMS OR LOSSES CAUSED BY LENDER FOLLOWING THE AUTOMATIC TERMINATION OF THE BORROWER’S TERMINABLE LICENSE UNDER ARTICLE VI. THIS PROVISION SHALL SURVIVE REPAYMENT OF THE LOAN AND SHALL CONTINUE IN FULL FORCE AND EFFECT SO LONG AS THE POSSIBILITY OF THE LIABILITY, CLAIMS OR LOSSES EXISTS.

12.7. Entire Agreement. This Agreement together with all other Loan Documents, constitutes the entire agreement of the parties hereto and thereto, and no prior agreement or understanding with respect to the Loan, whether written or oral and including, but not limited to, any loan commitment issued by Lender to Borrower, shall be of any further force or effect, all the other prior agreements and commitments having been superseded in their entirety by the Loan Documents.

12.8. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors and assigns; provided, however, that neither this Agreement nor any rights or obligations hereunder shall be assignable by Borrower without the prior express written consent of Lender, and any purported assignment made in contravention hereof shall be void. Lender may assign any part of or all of the Loan and its rights and obligations hereunder at any time in its sole discretion and Lender may participate all or any portion of the Loan to such parties as Lender shall select.

12.9. Applicable Law and Consent to Service of Process. This Agreement has been delivered to Lender and accepted by Lender in the State of Tennessee (“Applicable Law”), and Lender’s performance of its obligations under this Agreement shall be deemed to have occurred in the State of Tennessee. If there is a lawsuit, Borrower and Guarantor agree to submit to the jurisdiction and venue of all State or Federal courts within the County of Knox, State of Tennessee. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee including, where applicable, the Tennessee Uniform Commercial Code. Borrower and Guarantor hereby waive any personal service of any and all process and agree that all the service of process may be made upon them by certified or registered mail, return receipt requested, addressed to them at the address set forth in Exhibit A to this Agreement and service so made shall be complete ten (10) days after the same has been posted.

12.10. Waiver of Jury Trial. BORROWER, GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER, GUARANTOR AND LENDER. BORROWER AND GUARANTOR EACH ACKNOWLEDGE THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER, GUARANTOR AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER, GUARANTOR AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

12.11. Waiver of Certain Damages. In any action to enforce this Agreement, the Note or any other Loan Document, Borrower and Guarantor hereby irrevocably and unconditionally waives any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential or other damages other than actual direct damages.

12.12. Time. Time is of the essence hereof.

12.13. Survival. The representations and warranties of Borrower hereunder shall survive the closing of the Loan. All express indemnity obligations of Borrower hereunder shall survive repayment of the Loan.

12.14. Severability. If any term or provision of this Agreement or any other Loan Document, or the application thereof to any circumstance, shall be invalid, illegal or unenforceable to any extent, the term or provision shall not invalidate or render unenforceable any other term or provision of this Agreement or any other Loan Document, or the application of the term or provision to any other circumstance. To the extent permitted by law, the parties hereto hereby waive any provision of law that renders any term or provision hereof invalid or unenforceable in any respect.

12.15. Lender’s Discretion. Except as expressly stated herein to the contrary, all decisions, elections, approvals or consents required or permitted by Lender shall be provided in Lender’s sole and absolute discretion, which may not be unreasonably withheld.

12.16. Exhibits. All terms and provisions of each exhibit attached to this Agreement are incorporated herein by this reference.

12.17. Confidentiality. The terms and conditions of this Agreement, and all writings, discussions, and negotiations in connection with the transaction contemplated by this Agreement (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by either party, without the prior written consent of the other party, except that each party shall be entitled to disclose the terms and conditions of this Agreement (a) as may be required by law or legal process; (b) to such party’s attorneys, accountants, property managers, servicers, consultants, existing or potential investors and members and other advisors performing services for such party with respect to or affected by the transaction contemplated by this Agreement; (c) to each party’s employees with a need to know; (d) potential merger partners or purchasers of either party; and (e) as may be required to permit such party to pursue all available remedies for breach of this Agreement by the other party.

12.18. Agreement Negotiated. The parties to this Agreement are sophisticated and have been represented or had the opportunity to be represented by counsel in connection with the negotiation and performance of this Agreement. The parties agree that no presumptions relating to the interpretation of contracts against the drafter of any particular clause should or may be applied in this case and, therefore, waive their effects.

12.19. Errors and Omissions. The parties agree that if any Loan Documents contain any typographical errors or misstate or inaccurately reflect the true and correct terms and provisions of the agreement of the parties with respect to the Loan and the misstatement or inaccuracy is due to unilateral mistake on the part of any party, mutual mistake on the part of the parties or simple clerical error, or if any essential documents are not included with the legal instruments evidencing and securing the Loans, or if through error, oversight or omission of Lender or any third party there exists an error or omission in any documentation arising, existing, or created by or in connection with any aspect of Lender’s processing, documenting or closing the Loans, or if any deficiency in any such documentation exists with respect to any requirements of any present or future actual investor in the Loans, then in such event, the parties agree that, upon request by Lender, and in order to correct such clerical error, misstatement, inaccuracy or omission, the parties shall execute such new or additional documents and instruments and initial such corrected original documents as Lender may deem necessary to remedy said inaccuracy, mistake or omission.

12.20. Electronic Transmission. The parties agree that if a copy this Agreement executed by one or more of the parties (an “Executed Copy”) is sent by electronic transmission, (i) the Executed Copy shall be treated in all respects as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Agreement shall be re-executed by the parties who signed the Executed Copy and the executed paper original Agreement shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Agreement or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Agreement is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

12.21. Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall constitute one and the same Agreement, binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart.

[signature page follows]

This Loan and Security Agreement is entered into as of the date first written above.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company, the within named bargainor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the bargainor in such capacity.

Witness my hand and seal, this 9 day of November, 2021.

My Commission Expires: August 25, 2024

This Loan and Security Agreement is entered into as of the date first written above.

Personally appeared before me, the undersigned Notary of said State and County, RAYMOND M. GEE, the within named bargainor, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, swore to and acknowledged that he executed the within instrument for the purposes therein contained.

WITNESS my hand and seal as of November 9, 2021.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST FINANCE LLC, a North Carolina limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 9 day of November, 2021.

This Loan and Security Agreement is entered into as of the date first written above.

Exhibit 10.8

PROMISSORY NOTE

PROMISE TO PAY: GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company (“Borrower”), promises to pay to FIRSTBANK, a Tennessee banking corporation (“Lender”), at 520 W. Summit Hill Dr., Suite 801, Knoxville, Tennessee 37902 the aggregate outstanding balance of all advances (each an “Advance” and collectively, the “Advances”) under this Promissory Note (the “Note”) which Advances shall not, unless otherwise agreed by the Lender, exceed the principal sum of Two Million and No/100 Dollars ($2,000,000.00) (the “Maximum Amount”), together with all accrued but unpaid interest thereon from time to time outstanding until fully paid, computed and payable in the manner set forth below.

The Borrower’s right and ability to obtain an Advance shall at all times be subject to the requirements and conditions set forth in that certain Loan and Security Agreement of even date herewith by and between Borrower, Guarantors, and Lender (the “Loan Agreement”), the terms of which are incorporated herein by this reference. All capitalized terms used herein shall have the same meanings assigned in the Loan Agreement unless otherwise defined herein. This Note constitutes a revolving credit facility on which the Borrower may make payments of outstanding principal from time to time and the Borrower may borrow and re-borrow loan proceeds from time to time prior to the Commitment Termination Date (as defined in the Loan Agreement) or any extension thereof as provided herein. The Borrower shall have no right to obtain an Advance and the Lender shall have no obligation to fund any request for an Advance hereunder upon the occurrence of an Event of Default, which has not been cured to the satisfaction of the Lender, in the Lender’s reasonable determination.

INTEREST RATE: Interest will accrue on the outstanding principal balance of this Note at a variable rate (the “Interest Rate”) equal to Wall Street Journal Prime plus one percent (1.00%) per annum adjusted on the first day of each calendar quarter (each a “Change Date”); provided, however, that the Interest Rate shall never be less than six and three-quarters percent (6.75%) per annum, nor shall the Interest Rate exceed the maximum amount permitted by applicable law. Interest shall be calculated on the basis of a 360-day year and the actual number of calendar days elapsed.

“Wall Street Journal Prime” means the per annum rate of interest identified as the “Prime Rate” as published each day in The Wall Street Journal. If The Wall Street Journal ceases to be published or if it ceases to publish a Prime Rate, then Lender will choose a substitute prime rate. If the Wall Street Journal Prime is published as a range of rates, the highest rate will be considered the Wall Street Journal Prime for the purposes of this Note. On such days that The Wall Street Journal is not published (such as holidays and weekends), the Wall Street Journal Prime shall be the Wall Street Journal Prime stated in the most recently published edition of The Wall Street Journal.

DUE DATE: Each payment due hereunder shall be due on the tenth (10th) day of each month (each a “Due Date”) during the term of this Note.

PAYMENT:

PREPAYMENT: Borrower may pay the amount owed earlier than it is due subject to the payment of the exit fees set out in the Loan Agreement.

LATE CHARGE: If a payment is eleven (11) calendar days or more late, Borrower will be charged five percent (5%) of the regularly scheduled payment in addition to any interest owing pursuant to this Note. Borrower acknowledges that such payment represents reimbursement to Lender for its administrative costs incurred in connection with such late payment and that such payment is not to be construed as a penalty.

EVENT OF DEFAULT: Borrower shall be in default under this Note if an Event of Default (as defined in the Loan Agreement) occurs (subject to the cure rights permitted in the Loan Agreement), under the Loan Agreement or under any other Loan Document.

LENDER’S RIGHTS: Subject to any cure rights permitted in the Loan Agreement, at any time after any Event of Default has occurred, Lender may, without presentment, demand, protest or further notice of any kind (all of which are hereby expressly waived) and, notwithstanding the provisions contained in any other document or instrument executed or to be executed by Borrower to Lender hereunder or contained in any other agreement, take any one or more of the following actions:

Upon the occurrence of an Event of Default, Lender, at its option, may also, if permitted under applicable law, increase the interest rate on this Note to the maximum rate permitted by applicable law (the “Default Rate”). Any and all remedies conferred upon Lender shall be deemed cumulative with, and nonexclusive of any other remedy conferred hereby or by law, and Lender in the exercise of any one remedy shall not be precluded from the exercise of any other. If this Note is placed in the hands of an attorney, for collection, by suit or otherwise, or to enforce its collection, or to protect the security for its payment, the Borrower will pay all costs of collection and litigation, together with a reasonable attorney’s fee.

This Note shall be governed by and construed in accordance with the laws of Tennessee. This Note has been delivered to Lender and accepted by Lender in the State of Tennessee. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction and venue of all State or Federal courts within the County of Knox, State of Tennessee. Borrower hereby waives any personal service of any and all process and agrees that all the service of process may be made upon Borrower by certified or registered mail, return receipt requested, addressed to Borrower, at the address set forth in the Loan Agreement and service so made shall be complete ten (10) days after the same has been posted. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER.

COLLATERAL: In order to secure payment of this Note, Borrower and the members of Borrower have granted Lender a lien and security interest in the real and personal property described in the Loan Agreement and in the other Loan Documents. Reference is made to these instruments for various rights and remedies of the parties thereto.

NOTICES: All notices or elections required or permitted under this Note will be in writing and will be transmitted in the manner and to the addresses set forth in the Loan Agreement.

MISCELLANEOUS: Lender may delay or forego enforcing any of its rights or remedies under this Note or under the other Loan Documents without waiving such rights and remedies. Borrower understands and agrees that, with or without any notice to anyone other than Borrower, Lender may: (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases or decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, and release any security, with or without the substitution of new collateral; or (d) apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine. Borrower, to the extent allowed by law, waives presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or collateral, or impair or fail to realize upon Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this Note without the consent of or notice to anyone other than Borrower.

ELECTRONIC TRANSMISSION: If a copy this Note executed by Borrower (an “Executed Copy”) is sent by electronic transmission, (a) the Executed Copy shall be treated in all respects as a paper original of this Note executed by the same parties whose signatures appear on the Executed Copy and (b) the Executed Copy shall have the same binding and legal effect as a paper original of this Note executed by Borrower. At the request of Lender, this Note shall be re-executed by Borrower and the executed paper original Note shall be sent to Lender by any method other than by electronic transmission. Borrower agrees that it will not raise the transmission of this Note or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Note is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

BORROWER RECOGNIZES AND AGREES THAT THE PROCEEDS OF THE LOAN WILL BE USED SOLELY FOR THE COMMERCIAL PURPOSES. PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.

[Signature page follows]

This Promissory Note is executed as of the day and year first written above:

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company, the within named bargainor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the bargainor in such capacity.

Witness my hand and seal, this 9th day of November, 2021.

My Commission Expires: August 25, 2024

5

Exhibit 10.9

ASSIGNMENT OF MANAGEMENT AGREEMENT

This ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Assignment”) is entered into effective as of November 12, 2021, by MOBILE HOME RENTALS LLC, a North Carolina limited liability company, whose address for notice is 136 Main Street, Pineville, NC 28134, Attention: Raymond M. Gee (the “Manager”), GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company, with a notice address of 136 Main Street, Pineville, NC 28134 (“Borrower”), and FIRSTBANK, a Tennessee banking corporation, with its address at 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902 (the “Lender”).

RECITALS

A. Borrower is indebted to Lender pursuant to the following loan (“Loan”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $2,000,000.00; (ii) that certain Loan Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower and Lender; and (iii) those Loan Documents (as defined in the Loan Agreement) (herein “Loan Documents”), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

A. Borrower is the owner of certain real and personal property as more fully described as the “Mortgaged Property” in the Security Instrument.

B. Manager is the managing agent of the Mortgaged Property pursuant to that certain Property Management Agreement dated as of November 14, 2019 between Manager and Borrower (the “Management Agreement”).

C. Borrower is willing to assign its rights under the Management Agreement to Lender as additional security for the Loan.

D. Manager is willing to consent to this Assignment and to attorn to Lender upon receipt of notice of the occurrence of an Event of Default (as hereinafter defined) by Borrower under the Loan Documents, and perform its obligations under the Management Agreement for Lender, or its successors in interest, or to permit Lender to terminate the Management Agreement without liability.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Borrower, Lender and Manager agree as follows:

AGREEMENTS

Section 1. Recitals.

The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Assignment.

Section 2. Assignment.

Borrower hereby transfers, assigns and sets over to Lender, its successors and assigns, all right, title and interest of Borrower in and to the Management Agreement. Manager hereby consents to the foregoing assignment. The foregoing assignment is being made by Borrower to Lender as collateral security for the full payment and performance by Borrower of all of its obligations under the Loan Documents. Although it is the intention of the parties that the assignment hereunder is a present assignment, until the occurrence of any default or failure to perform or observe any obligation, condition, covenant, term, agreement or provision required to be performed or observed by Borrower or any other party under any of the Loan Documents beyond any applicable grace or cure period provided for therein (an “Event of Default”), Borrower may exercise all rights as tenant and Borrower of the Mortgaged Property under the Management Agreement, except as otherwise provided in this Assignment. The foregoing assignment shall remain in effect as long as the Loan, or any part thereof, remains unpaid, but shall automatically terminate upon the release of the Security Instrument as a lien on the Mortgaged Property.

Section 3. Representations and Warranties.

Borrower and Manager represent and warrant to Lender that (a) the Management Agreement is unmodified and is in full force and effect, (b) the Management Agreement is a valid and binding agreement enforceable against the parties in accordance with its terms, and (c) neither party is in default in performing any of its obligations under the Management Agreement. Borrower further represents and warrants to Lender that it has not executed any prior assignment of the Management Agreement, nor has it performed any acts or executed any other instrument which might prevent Lender from operating under any of the terms and conditions of this Assignment, or which would limit Lender in such operation. Manager further represents and warrants to Lender that (1) Manager has not assigned its interest in the Management Agreement, (2) Manager has no notice of any prior assignment, hypothecation or pledge of Borrower’s interest under the Management Agreement, (3) as of the date hereof, Manager has no counterclaim, right of set-off, defense or like right against Borrower, and (4) as of the date hereof, Manager has been paid all amounts due under the Management Agreement.

Section 4. Lender’s Right to Cure.

In the event of any default by Borrower under the Management Agreement beyond any applicable grace, notice or cure periods, Lender shall have the right, but not the obligation, upon notice to Borrower and Manager and until such default is cured, to cure any default and take any action under the Management Agreement to preserve the same. Borrower hereby grants to Lender the right of access to the Mortgaged Property for this purpose, if such action is necessary. Borrower hereby authorizes Manager to accept the performance of Lender in such event, without question. Any advances made by Lender to cure a default by Borrower under the Management Agreement shall become part of the indebtedness and shall bear interest at the Default Rate under the Loan Agreement and shall be secured by the Security Instrument.

Section 5. Covenants.

(a) Borrower Covenants.

Borrower hereby covenants with Lender that, during the term of this Assignment:

(1) Borrower shall not assign Borrower’s interest in the Management Agreement or any portion thereof, or transfer the responsibility for management of the Mortgaged Property from Manager to any other person or entity without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(2) Borrower shall not cancel, terminate, surrender, modify or amend any of the terms or provisions of the Management Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(3) Borrower shall not forgive any material obligation of the Manager or any other party under the Management Agreement, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed;

(4) Borrower shall perform all obligations of Borrower under the Management Agreement in accordance with the provisions thereof, any failure of which would constitute a default under the Management Agreement; and

(5) Borrower shall give Lender written notice of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Mortgaged Property.

Any of the foregoing acts done or suffered to be done without Lender’s prior written consent shall constitute an Event of Default.

(b) Manager agrees that:

(1) (A) any fees payable to Manager pursuant to the Management Agreement are and shall be subordinated in right of payment, to the extent and in the manner provided in this Assignment, to the prior payment in full of the indebtedness described in the Loan Agreement, and (B) the Management Agreement is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Loan Documents (including all sums advanced for the purposes of (i) protecting or further securing the lien of the Security Instrument, curing Events of Default by Borrower under the Loan Documents or for any other purposes expressly permitted by the Loan Documents, or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property);

(2) if, by reason of its exercise of any other right or remedy under the Management Agreement, Manager acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this Section 5(b)) would be senior to the lien of the Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Security Instrument;

(3) until Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, Manager shall be entitled to retain for its own account all payments made under or pursuant to the Management Agreement;

(4) after Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, it will not accept any payment of fees under or pursuant to the Management Agreement without Lender’s prior written consent;

(5) if, after Manager receives notice (or otherwise acquires actual knowledge) of an Event of Default, Manager receives any payment of fees under the Management Agreement, or if Manager receives any other payment or distribution of any kind from Borrower or from any other person or entity in connection with the Management Agreement which Manager is not permitted by this Assignment to retain for its own account, such payment or other distribution will be received and held in trust for Lender and unless Lender otherwise notifies Manager, will be promptly remitted, in cash or readily available funds, to Lender, properly endorsed to Lender, to be applied to the principal of, interest on and other amounts due under the Loan Documents evidencing and securing the Loan in such order and in such manner as Lender shall determine in its sole and absolute discretion. Manager hereby irrevocably designates, makes, constitutes and appoints Lender (and all persons or entities designated by Lender) as Manager’s true and lawful attorney in fact with power to endorse the name of Manager upon any checks representing payments referred to in this Section 5, which power of attorney is coupled with an interest and cannot be revoked, modified or amended without the written consent of Lender;

(6) Manager shall notify (via telephone or email, followed by written notice) Lender of Manager’s receipt from any person or entity other than Borrower of a payment with respect to Borrower’s obligations under the Loan Documents, promptly after Manager obtains knowledge of such payment;

(7) During the term of this Assignment, Manager will not commence or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to Borrower, without Lender’s prior written consent; and

(8) Intentionally Deleted.

Section 6. Lender’s Rights Upon an Event of Default.

(a) Upon receipt by Manager of written notice from Lender that an Event of Default has occurred and is continuing, Lender shall have the right to exercise all rights as owner of the Mortgaged Property under the Management Agreement.

(b) Borrower agrees that after Borrower receives notice (or otherwise has actual knowledge) of an Event of Default, it will not make any payment of fees under or pursuant to the Management Agreement without Lender’s prior written consent.

Section 7. Termination of Management Agreement.

After the occurrence and during the continuance of an Event of Default, Lender (or its nominee) shall have the right any time thereafter to terminate the Management Agreement, without cause and without liability, by giving written notice to Manager of its election to do so. Lender’s notice shall specify the date of termination, which shall not be less than thirty (30) days after the date of such notice.

Section 8. Books and Records.

On the effective date of termination of the Management Agreement, Manager shall turn over to Lender all books and records relating to the Mortgaged Property (copies of which may be retained by Manager, at Manager’s expense), together with such authorizations and letters of direction addressed to tenants, suppliers, employees, banks and other parties as Lender may reasonably require. Manager shall cooperate with Lender in the transfer of management responsibilities to Lender or its designee. A final accounting of unpaid fees (if any) due to Manager under the Management Agreement shall be made within sixty (60) days after the effective date of termination, but Lender shall not have any liability or obligation to Manager for unpaid fees or other amounts payable under the Management Agreement which accrue before Lender (or its nominee) acquires title to the Mortgaged Property, or Lender becomes a mortgagee in possession.

Section 9. Notice.

(a) Process of Serving Notice.

All notices under this Assignment shall be:

(1) in writing and shall be:

(A) delivered, in person;

(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;

(C) sent by overnight courier; or

(D) sent by electronic mail with originals to follow by overnight courier;

(2) addressed to the intended recipient at its respective address set forth above; and

(3) deemed given on the earlier to occur of:

(A) if personally delivered, on the date such notice is personally delivered;

(B) if sent by recognized overnight express courier service, on the business day immediately following the day said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided and marked for next day delivery;

(C) if mailed, on the date which is five (5) days after the date said notice is deposited in the United States Mail;

(D) the date when the notice is received by the addressee; or

(E) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service.

(b) Change of Address.

Any party to this Assignment may change the address to which notices intended for it are to be directed by means of notice given to the other parties to this Assignment in accordance with this Section 9.

(c) Default Method of Notice.

Any required notice under this Assignment which does not specify how notices are to be given shall be given in accordance with this Section 9.

(d) Receipt of Notices.

Borrower, Manager and Lender shall not refuse or reject delivery of any notice given in accordance with this Assignment. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Section 10. Counterparts.

This Assignment may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument.

Section 11. Governing Law; Venue and Consent to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee, without resorting to its laws of conflicts.

(b) Venue; Consent to Jurisdiction.

BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS ASSIGNMENT SHALL BE WITH COURTS SITTING IN KNOX COUNTY, TENNESSEE. Borrower irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.

(c) WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER, LENDER, AND MANAGER (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS ASSIGNMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER, LENDER, AND MANAGER, THAT IS TRIABLE OF RIGHT BY A JURY, AND (ii) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY, WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

Section 12. Severability; Amendments.

The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision of this Assignment, all of which shall remain in full force and effect. This Assignment contains the complete and entire agreement among the parties as to the matters covered, rights granted and the obligations assumed in this Assignment. This Assignment may not be amended or modified except by written agreement signed by the parties hereto.

Section 13. Construction.

(a) The captions and headings of the sections of this Assignment are for convenience only and shall be disregarded in construing this Assignment.

(b) Any reference in this Assignment to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Assignment or to a Section or Article of this Assignment. All exhibits and schedules attached to or referred to in this Assignment, if any, are incorporated by reference into this Assignment.

(c) Any reference in this Assignment to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time.

(d) Use of the singular in this Assignment includes the plural and use of the plural includes the singular.

(e) As used in this Assignment, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only and not a limitation.

(f) Whenever Borrower’s knowledge is implicated in this Assignment or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Assignment, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.

(g) Unless otherwise provided in this Assignment, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action or decision shall be made in Lender’s sole and absolute discretion.

(h) All references in this Assignment to a separate instrument or agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(i) “Lender may” shall mean at Lender’s discretion, but shall not be an obligation.

Section 14. Counterparts; Electronic Transmission. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original. The parties agree that if a paper original of this Agreement executed by one or more of the parties is sent by electronic transmission (an “Executed Copy”), (i) the Executed Copy shall be treated in all respects as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Assignment shall be re-executed by the parties who signed the Executed Copy and the executed paper original Assignment shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Assignment or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Assignment is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation, a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

[Signature page follows]

IN WITNESS WHEREOF, Borrower, Lender and Manager have signed and delivered (or caused to be signed and delivered) this Assignment of Management Agreement as of the date first written above.

IN WITNESS WHEREOF, Borrower, Lender and Manager have signed and delivered (or caused to be signed and delivered) this Assignment of Management Agreement as of the date first written above.

9

Exhibit 10.10

ASSIGNMENT OF OWNERSHIP INTERESTS

This ASSIGNMENT OF OWNERSHIP INTERESTS (the “Assignment”) is entered into effective as of November 12, 2021 by GVEST FINANCE LLC, a North Carolina corporation, with an address for notice of 136 Main Street, Pineville, North Carolina 28134 (“Grantor”), in favor of FIRSTBANK, a Tennessee banking corporation, whose address is 520 W. Summit Hill Dr., Suite 801, Knoxville, TN 37902 (“Lender”).

RECITALS

A. GVEST SPRINGLAKE HOMES LLC, a Delaware limited liability company (“Borrower”), is indebted to Lender pursuant to a loan (“Loan”) evidenced, governed, and/or secured by the following (collectively, the “Loan Documents”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $2,000,000.00; (ii) that certain Loan Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower and Lender; and (iii) those Loan Documents (as defined in the Loan Agreement), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

B. Grantor owns 100% of the partnership/ownership interests of Borrower.

C. Lender would not extend the credit evidenced by the Note without Grantor pledging as collateral its ownership interests in Borrower in order to secure the prompt and complete performance of all of the obligations and payment of all of the indebtedness under the Note and other Loan Documents (all such obligations and indebtedness are hereinafter referred to collectively as the “Liabilities”).

NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Defined Terms. As used in this Assignment, the following terms shall have the following meanings:

(a) “Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of Tennessee.

(b) “Governing Agreement” or “Governing Agreements” shall refer to, depending on Borrower’s form of organization, (i)  Borrower’s bylaws, operating agreement, partnership agreement, or like document, in each case, together with any and all other voting agreements or other documents evidencing any agreement between the holders of the ownership interests of Borrower and Borrower’s interests therein, and any amendments or modifications to any of the foregoing, and (ii) Borrower’s charter, articles of organization, certificate of limited partnership, statement of partnership authority, or like document evidencing the formation and/or the holders of the ownership interests of Borrower, and any amendments or modifications to any of the foregoing, all in accordance with the terms of this Assignment.

(c) “Proceeds” shall mean “proceeds,” as such term is defined in the Code and shall include, but not be limited to: (i) any and all payments (in any form whatsoever) made or due and payable to Grantor from time to time in connection with any condemnation, seizure or forfeiture of all or any part of the Pledged Interests (as hereinafter defined) by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority); (ii) any and all amounts paid or payable to Grantor for or in connection with any sale or other disposition of a Grantor’s interest in Borrower; and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Pledged Interests.

2. Grant of Security Interest. As security for the prompt and complete payment and performance when due of the Liabilities, Grantor hereby grants to Lender a security interest in and pledges to Lender all of the following (each of which is referred to individually as a “Pledged Interest” and collectively as the “Pledged Interests”):

(a) all of Grantor’s right, title and interest as an owner in Borrower to receive distributions at any time or from time to time of cash and other property, real, personal or mixed, from Borrower upon complete or partial liquidation or otherwise;

(b) all of Grantor’s right, title and interest, if any, in Borrower’s property;

(c) all of Grantor’s right, title and interest, if any, to participate in the management and voting of Borrower;

(d) all of Grantor’s right, title and interest in and to: (i) all rights, privileges, authority and power of Grantor as owner or holder of the items specified in (a), (b) and (c) above, including, but not limited to, all contract rights related thereto; (ii) all options and other agreements for the purchase or acquisition of any interests in Borrower; and (iii) any document or certificate representing or evidencing Grantor’s rights and interests in Borrower; and

(e) to the extent not otherwise included, all proceeds and products of any of the foregoing.

3. Representations and Warranties. Grantor represents and warrants that:

(a) Grantor is the sole member of Borrower and the sole owner of such Grantor’s Pledged Interest, free and clear of any and all liens and claims whatsoever except for the security interest granted to Lender pursuant to this Assignment. No other person has control of any of Pledged Interest.

(b) Except as set forth in the Loan Agreement, no security agreement, financing statement, assignment, equivalent security or lien instrument or continuation statement covering all or any part of the Pledged Interests is on file or of record in any public office or in the records of Borrower, as applicable, except financing statements with respect to the Pledged Interests filed by Lender pursuant to this Assignment.

(c) Upon the filing of all appropriate financing statements under the Code, all steps necessary to create and perfect the security interest(s) created by this Assignment as a valid and continuing first lien on and first perfected security interest in the Pledged Interests in favor of Lender, prior to all other liens, security interests and other claims of any sort whatsoever against such Pledged Interests, will have been taken.

(d) Grantor has not changed its name, or used, adopted or discontinued the use of any fictitious name.

(e) Grantor has all power, statutory and otherwise, to execute and deliver this Assignment, to perform Grantor’s obligations hereunder and to subject its Pledged Interests to the security interest created hereby, all of which has been duly authorized by all necessary action.

(f) No amendments or supplements have been made to any Governing Agreement of Borrower since it was originally entered into which would have a material and adverse effect on Grantor’s ability to perform its obligations under this Assignment; each Governing Agreement of Borrower remains in effect; and no party to a Governing Agreement of Borrower is presently in default thereunder.

(g) Grantor has the right to transfer all or any part of the Pledged Interests free of any lien or encumbrance.

(h) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) Grantor’s granting of a security interest in its Pledged Interests pursuant to this Assignment, (ii) the execution, delivery or performance of this Assignment by Grantor, (iii) the perfection of the security interest granted hereby (other than financing statements with respect to the Pledged Interests filed by Lender pursuant to this Assignment), or (iv) the exercise by Lender of the rights provided for in this Assignment or the remedies in respect of the Pledged Interests pursuant to this Assignment (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).

(i) Upon the transfer of the Pledged Interests, or any portion thereof, to any party pursuant to Section 10 below, Borrower shall continue in existence.

(j) As of the date hereof, there are no certificates, instruments or other documents evidencing any of Grantor’s Pledged Interest other than the Governing Agreements of Borrower.

4. Covenants. Grantor covenants and agrees that from and after the date of this Assignment and until the Liabilities are fully satisfied:

(a) Further Documentation; Pledge of Instruments. At any time and from time to time, upon the written request of Lender, and at the sole expense of Grantor, Grantor will promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Lender may reasonably deem necessary to obtain the full benefits of this Assignment and of the rights and powers herein granted, including, without limitation, the execution and filing of any financing or continuation statements under the Code with respect to the security interest granted hereby and, if otherwise required hereunder, transferring Pledged Interests to the possession of Lender (if a security interest in such Pledged Interests can be perfected by possession) or taking any action to obtain exclusive control of any Pledged Interests owned by Grantor in a manner acceptable to Lender (including a written confirmation of Lender’s “control” over such Pledged Interests as such term is defined in Article 9 of the Code or any other then-applicable provision of the Code). Grantor also hereby authorizes Lender to file any such financing or continuation statements without the signature of Grantor to the extent permitted by the Code or other applicable law. If any amount payable under or in connection with any of the Pledged Interests shall be or become evidenced by any promissory note, certificate or other instrument (other than an instrument which constitutes chattel paper under the Code), such note or instrument shall be immediately pledged hereunder and a security interest therein granted to Lender and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. If at any time Grantor’s right or interest in any of the Pledged Interests becomes an interest in real property, Grantor immediately shall execute, acknowledge and deliver to Lender such further documents as Lender reasonably deems necessary or advisable to create a first priority perfected mortgage lien in favor of Lender in such real property interest.

(b) Priority of Liens. Grantor will defend the right, title and interest hereunder of Lender as a first priority security interest in the Pledged Interests against the claims and demands of all persons whomsoever.

(c) Notices. Grantor will advise Lender promptly, in reasonable detail: (i) of any lien, security interest, encumbrance or claim made or asserted in writing against any of the Pledged Interests; (ii) of any distribution of cash or other property by Borrower in complete or partial liquidation of the Pledged Interests; and (iii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Pledged Interests or the security interest created hereunder, including the priority thereof.

(d) Continuous Perfection. Grantor will not file or authorize the filing on Grantor’s behalf of any financing statement naming Grantor as debtor covering all or any portion of the Pledged Interests, except financing statements naming Lender as secured party.

(e) Place of Formation; Continuous Existence. Grantor will not change its state of formation unless Grantor has previously notified Lender thereof and taken such action as is necessary or reasonably requested by Lender to cause the security interest of Lender in the Pledged Interests to continue to be perfected.

(f) Transfer of Assets. Grantor will not directly or indirectly sell, pledge, mortgage, assign, transfer, or otherwise dispose of or create or suffer to be created any lien, security interest or encumbrance on any of the Pledged Interests.

(g) Performance of Obligations. Grantor will perform all of Grantor’s material obligations under the Governing Agreements prior to the time that any interest or penalty would attach against Grantor or any of the Pledged Interests as a result of Grantor’s failure to perform any of such obligations, and Grantor will do all things necessary to maintain the good standing of Borrower under the laws of the jurisdiction of organization for such entities.

(h) Governing Agreements. Grantor will not: (i) suffer or permit any amendment or modification of any Governing Agreement which would have a material adverse effect on Grantor’s ability to perform its obligations under this Assignment without the prior written consent of Lender; or (ii) withdraw as an owner of Borrower; or (iii) waive, release, or compromise any material rights or claims Grantor may have against any other party which arise under any Governing Agreement. Grantor will not vote under any Governing Agreement to cause Borrower to dissolve, liquidate, merge or consolidate with any other entity or take any other action under a Governing Agreement that would materially adversely affect the security interest created by this Assignment, including without limitation the value or priority thereof, or to cause Borrower to elect to have Grantor’s ownership interests conferred under the Governing Agreement be governed under Article 8 of the Code. Grantor will not permit, suffer or otherwise consent to the modification or redemption of existing interests in Borrower or the issuance of any new or additional interests, or options to acquire interests, in Borrower.

(i) Entity Records. Grantor shall cause Borrower to make a notation on its books and records indicating the security interest granted hereby.

(j) Uncertificated Securities. If at any time any Pledged Interest constitutes a “security” as defined in Article 8 of the Code, Grantor shall, or shall permit Lender to, promptly take all action necessary or appropriate to cause Lender to have sole and exclusive “control” over the Pledged Interests, as such term is defined in Article 9 of the Code (or any other then-applicable provision of the Code).

5. Grantor’s Powers.

(a) So long as an uncured “Event of Default” (as hereinafter defined) shall not then exist, Grantor shall be the sole party entitled (i) to exercise any and all voting rights and powers of Borrower, and (ii) to receive any and all distributions, in each case arising from or relating to Grantor’s Pledged Interest; provided, however, that Grantor shall not exercise such rights or powers, or consent to any action of Borrower that would be in contravention of the provisions of, or constitute an Event of Default under, this Assignment or any of the other Loan Documents.

(b) Upon the occurrence and during the continuance of an Event of Default, unless Lender designates in writing to Grantor to the contrary, all rights of Grantor provided in Section 5(a) hereof shall cease, and all voting rights and powers that Grantor has in Borrower and all distributions and rights to distributions included in the Pledged Interests or otherwise described in Section 5(a) shall become vested in Lender, and Lender shall have the sole and exclusive right and authority to exercise such rights and powers thereafter. Grantor agrees that Borrower and any third party may rely conclusively upon any notice from Lender that an Event of Default exists and therefore Lender has the right and authority to exercise all rights and powers of Grantor. Grantor irrevocably waives any claim or cause of action against any party who deals directly with Lender following receipt of such notice from Lender.

6. Lender’s Appointment as Attorney-in-Fact.

(a) Grantor hereby irrevocably constitutes and appoints Lender and each officer or agent of Lender with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in such attorney-in-fact’s own name, from time to time in the discretion of each such attorney-in-fact following the occurrence and during the continuance of an Event of Default, for the purpose of carrying out the terms of this Assignment, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Assignment and, without limiting the generality of the foregoing, hereby gives each such attorney-in-fact the power and right, from and after an Event of Default, without notice to or assent by Grantor, to do the following on behalf of Grantor:

(i) to collect and otherwise take possession of and title to any and all distributions of cash or other property due or distributable at any time after the date hereof to Grantor as an owner from Borrower, whether in complete or partial liquidation or otherwise, to prosecute or defend any action or proceeding in any court of law or equity, to convert any non-cash distributions to cash, and to apply any such cash distributions, interest or proceeds of conversion in the manner specified in Section 10(d) of this Assignment;

(ii) to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due under any of Grantor’s Pledged Interests and, in the name of Grantor or such attorney-in-fact’s own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any of Grantor’s Pledged Interests;

(iii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Interests; and

(iv) (A) to direct any party liable for any payment under any of Grantor’s Pledged Interests to make payment of any and all moneys due and to become due thereunder directly to Lender or as such attorney-in-fact shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Pledged Interests; (C) to commence, prosecute or settle any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Pledged Interests or any portion thereof and to enforce any other right in respect of any of Grantor’s Pledged Interests; (D) to defend or settle any suit, action or proceeding brought against Grantor with respect to any Pledged Interests; and (E) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of Grantor’s Pledged Interests as fully and completely as though such attorney-in-fact were the absolute owner thereof for all purposes, and to do, at the option of such attorney-in-fact at Grantor’s expense, at any time, or from time to time, all acts and things which such attorney-in-fact reasonably deems necessary to protect, preserve or realize upon the Pledged Interests and the security interest of Lender therein, in order to effect the intent of this Assignment, all as fully and effectively as Grantor might do.

(b) Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

(c) Grantor also authorizes and grants a power of attorney to Lender and each officer or agent of Lender at any time and from time to time upon the occurrence and during the continuance of any Event of Default, to execute, in connection with the sale provided for in Section 10 of this Assignment, any endorsements, assignments or other instruments of conveyance or transfer with respect to any of the Pledged Interests. Such power of attorney is deemed irrevocable and is coupled with a legal interest.

7. Distributions. Following and during the existence of an Event of Default, Grantor hereby grants Lender full irrevocable power and authority to receive and hold at any such time cash and non-cash distributions by Borrower on account of any of Grantor’s Pledged Interests (together with all interest, if any, earned thereon), which may be held free and clear of the liens created hereby, and to convert any such non-cash distributions to cash, and to apply any such cash distributions, interest or proceeds of conversion in the manner specified in Section 10(d) of this Assignment.

8. Performance by Lender of Grantor’s Obligations. If Grantor fails to perform or comply with any of Grantor’s agreements contained herein (after the expiration of the applicable notice and cure period provided in the Loan Agreement) and Lender as provided for by the terms of this Assignment shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Lender incurred in connection with such performance or compliance, together with interest thereon at the rate following a default specified in the Note in effect from time to time shall be payable by Grantor to Lender on demand and shall constitute Liabilities secured hereby.

9. Default. Any of the following shall constitute an “Event of Default” hereunder:

(a) A failure by Grantor to pay any payment when due and owing under this Assignment and such failure is not remedied within ten (10) calendar days after written notice thereof is given to Grantor.

(b) A failure by Grantor to observe or perform any non-monetary obligation, covenant, condition, or agreement hereof to be performed by Grantor (subject to the same notice and cure periods provided for in the Loan Documents with respect to non-monetary defaults).

(c) Any representation or warranty made by Grantor in this Assignment is not true and correct in any material respect as of the date made.

(d) Lender shall receive, at any time following the date hereof, an official report indicating that Lender’s security interest in the Pledged Interests is not prior to all other security interests reflected in such report (subject to applicable notice and cure periods).

(e) The occurrence of any “Event of Default” under any Loan Document (subject to applicable notice and cure periods).

10. Remedies and Rights Upon Event of Default.

(a) Upon the occurrence and during the continuance of any Event of Default, Lender or Lender’s designee may, at Lender’s option, elect to become a substituted member in Borrower with respect to the Pledged Interests and Grantor shall execute or cause to be executed all documents necessary to evidence Lender so becoming a substituted member. If any Event of Default shall occur and be continuing, Lender or Lender’s designee may exercise in addition to all other rights and remedies granted to them in this Assignment and in any other instrument or agreement securing, evidencing or relating to the Liabilities, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may collect, receive, appropriate and realize upon the Pledged Interests, or any part thereof, and/or may sell, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Interests (or contract to do so), or any part thereof, at public or private sale or sales, at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. Lender or Lender’s designee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Pledged Interests so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby waives and releases. At the request of Lender, Grantor agrees to deliver to Lender or any purchaser or purchasers of the Pledged Interests any agreements, instruments and other documents evidencing or relating to the Pledged Interests. Lender shall apply the net proceeds of any such collection, enforcement, sale or other disposition of, or realization upon all or any part of the Pledged Interests as provided in Section 10(d) of this Assignment. Only after so applying such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the Code (or any other then-applicable provision of the Code), need Lender account for the surplus, if any, to the applicable Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the disposition, repossession or retention of the Pledged Interests. Grantor agrees that to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be notification given at least ten (10) business days prior to any such sale, provided, however, that no notification need be given to either Grantor if Grantor authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition (such notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at Grantor’s address referred to in Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters.

(b) Grantor also agrees to pay all reasonable costs of Lender, including reasonable attorneys’ fees and expenses, incurred with respect to the collection, enforcement, retaking, holding, preparing for disposition, processing and disposing of the Pledged Interests, collection of any of the Liabilities or the enforcement of any of Lender’s rights hereunder.

(c) Grantor hereby waives presentment, demand, or protest (to the extent permitted by applicable law) of any kind in connection with this Assignment or any Pledged Interest. Except for notices expressly provided for herein, Grantor hereby waives notice (to the extent permitted by applicable law) of any kind in connection with this Assignment.

(d) The proceeds of any sale, disposition or other realization upon all or any part of the Pledged Interests shall be distributed by Lender in the following order of priorities:

(i) first, to Lender in an amount sufficient to pay in full the reasonable expenses of Lender in connection with such sale, disposition or other realization, including all reasonable expenses, liabilities and advances incurred or made by Lender in connection therewith, including reasonable attorneys’ fees and expenses;

(ii) second, to Lender until the other Liabilities are paid in full; and

(iii) finally, upon payment in full of all of the Liabilities, to Grantor, or such party’s representative or as a court of competent jurisdiction may direct.

Grantor agrees to indemnify and hold harmless Lender, its directors, officers, employees, agents and parent, and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Assignment or the consummation of the pledge and grant of security interest contemplated by this Assignment (excluding any and all liabilities, obligations, claims, damages and expenses caused by Lender’s gross negligence or willful misconduct) and to pay or reimburse Lender for the reasonable fees and disbursements of counsel incurred in connection with any investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Any amounts properly due under this Section 10 shall be payable to Lender immediately upon demand.

11. Limitation on Lender’s Duty in Respect of Pledged Interests. Except as expressly provided in the Code, Lender shall have no duties concerning the custody and preservation of any of the Pledged Interests in its possession or control, or in the possession or control of any agent or nominee of Lender, or as to any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

12. Notices. Any notice and other communication required or permitted hereunder shall be delivered in accordance with the Loan Agreement to the address first above written.

13. Severability. Any provision of this Assignment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. No Waiver; Cumulative Remedies. Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder. No waiver hereunder shall be valid unless in writing signed by the party to be charged with such waiver and then only to the extent therein set forth. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Lender would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of Lender any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided hereunder and under the other Loan Documents are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. Lender may resort to and realize on the Pledged Interests simultaneously with any acts or proceedings initiated by Lender in its sole and conclusive discretion to resort to or realize upon any other sources of repayment of the Liabilities, including, but not limited to, collateral granted by other security agreements and the personal liability of either Grantor and any person or corporation which has guaranteed repayment of the Liabilities. None of the terms or provisions of this Assignment may be waived, altered, modified or amended except by an instrument in writing, duly executed by Grantor and Lender. This Assignment can be executed in counterparts.

15. Successors and Assigns. This Assignment and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, except that Grantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Lender and shall, together with the rights and remedies of Lender hereunder, inure to the benefit of Lender and its respective participants, successors and assigns. Neither this Assignment nor anything set forth herein is intended to, nor shall it, confer any rights on any person or entity other than the parties hereto and all third party rights are expressly negated.

16. Termination. This Assignment, and the assignments, pledges and security interests created or granted hereby, shall terminate when the Liabilities shall have been fully paid and satisfied, at which time Lender shall release, reassign and deliver to Grantor the applicable Pledged Interests and related documents then in the possession of Lender, including termination statements under the Code, all without recourse upon, or warranty whatsoever, by Lender and at the cost and expense of Grantor.

17. Injunctive Relief. Grantor recognizes that in the event Grantor fails to perform, observe or discharge any of Grantor’s obligations hereunder (after the expiration of applicable notice and cure periods as provided for in the Loan Agreement), no remedy of law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

18. Waiver of Subrogation. Grantor shall have no rights of subrogation as to any of the Pledged Interests until full and complete performance and payment of the Liabilities.

19. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Tennessee.

20. Venue. Grantor does further consent to and agree that any action for the enforcement of this Assignment may be brought in the courts of the State of Tennessee sitting in Knox County, Tennessee or any Federal court sitting in Knox County, Tennessee and consents to the non-exclusive jurisdiction of such courts. Grantor hereby waives any objection that they may now or hereafter have to the venue of any such action or any such court or that suit is brought in an inconvenient court.

21. Waiver of Jury Trial. GRANTOR HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS ASSIGNMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GRANTOR, AND GRANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. GRANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS ASSIGNMENT AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTOR FURTHER ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS ASSIGNMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

22. Electronic Transmission. The parties agree that if a paper original of this Assignment executed by one or more of the parties (an “Executed Copy”) is sent by electronic transmission, (i) the Executed Copy shall be treated in all respects as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Assignment executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Assignment shall be re-executed by the parties who signed the Executed Copy and the executed paper original Assignment shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Assignment or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Assignment is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

[Signature page follows]

IN WITNESS WHEREOF, Grantor has executed this Assignment of Ownership Interests as of the date first above written.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST FINANCE LLC, a North Carolina limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 9th day of November, 2021.

My Commission Expires: August 25, 2024

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Exhibit 10.11

GUARANTY

THIS GUARANTY (“Guaranty”) is entered into effective as of November 12, 2021 by GVEST FINANCE LLC, a North Carolina limited liability company (“Guarantor,” whether one or more), with an address for notice of 136 Main Street, Pineville, NC 28134, for the benefit of FIRSTBANK, a Tennessee banking corporation, and its successors and assigns (“Lender”), with an address for notice of 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902.

A. Gvest Springlake Homes LLC, a Delaware limited liability company (“Borrower”), is indebted to Lender pursuant to the following loan (“Loan”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $2,000,000.00; (ii) that certain Loan and Security Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower, Lender, and the other parties thereto; and (iii) those Loan Documents (as defined in the Loan Agreement) (herein “Loan Documents”), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (defined below).

C. Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and to extend such additional credit as Lender may from time to time agree to extend under the Note, the Loan Agreement, and the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

1. Continuing Guaranty. Guarantor hereby irrevocably and unconditionally guarantees to Lender (and its successors and assigns), jointly and severally, the payment and performance of the Guaranteed Obligations as and when due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that Guarantor is jointly and severally liable for the Guaranteed Obligations as a primary obligor, and that Guarantor shall fully perform, jointly and severally, each and every term and provision hereof.

2. Guaranteed Obligations. For the purposes of this Guaranty, “Guaranteed Obligations” is used in its most comprehensive sense and means and includes any and all of Borrower’s obligations to make any payment and perform any obligation to Lender pursuant to the Note or the Loan Documents, whether now existing or hereinafter incurred or created, including all outstanding principal and all accrued but unpaid interest (including any late charges and default interest) owing under the Note plus all fees, costs, and expenses (including reasonable attorney’s fees) incurred by or on behalf of Lender in connection with the Loan.

3. Nature of Guaranty; Joint and Several Obligation. Guarantor’s liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Guaranteed Obligations. Accordingly, no payments made upon the Guaranteed Obligations will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Guaranteed Obligations or any portion of the Guaranteed Obligations that subsequently arises or is thereafter incurred or contracted. Guarantor recognizes that there may be other guarantors of certain of the Guaranteed Obligations and that Guarantor’s liability hereunder is joint and several with respect to such other Guarantors.

4. Duration of Guaranty. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Guaranteed Obligations incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. This Guaranty will continue to bind Guarantor for all Guaranteed Obligations incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Guaranteed Obligations. All renewals, extensions, substitutions and modifications of the Guaranteed Obligations granted after Guarantor’s revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Guaranteed Obligations. This Guaranty shall bind the estate of Guarantor as to any Guaranteed Obligations created both before and after the death or incapacity of Guarantor, regardless of Lender’s actual notice of Guarantor’s death. Release of any other guarantor or termination of any other guaranty of the Guaranteed Obligations shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors, shall not affect the liability of any remaining Guarantor under this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, estate, successors and assigns so long as any of the Guaranteed Obligations remain unpaid and even though the Guaranteed Obligations may from time to time be zero dollars ($0.00).

5. Guarantor’s Authorization to Lender. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand, and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) to alter, compromise, renew, extend, accelerate, or otherwise change the time for payment or other terms of the Guaranteed Obligations or any part of the Guaranteed Obligations, including increases and decreases of the rate of interest on the Guaranteed Obligations; extensions may be repeated and may be for longer than the original term; (b) to take and hold security for the payment and performance of the Guaranteed Obligations, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (c) to release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (d) to determine how, when and what application of payments and credits shall be made on the Guaranteed Obligations; (e) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement, mortgage, or deed of trust, as Lender in its reasonable discretion may determine; (f) to sell, transfer, assign, or grant participants in all or any part of the Guaranteed Obligations; and (g) to assign or transfer this Guaranty in whole or in part. In connection with clause (g) above, upon sale, transfer or assignment of the Note and any, some, or all of the Loan Documents, or any interest therein, by Lender to any third party (“Third Party”), this Guaranty may also be assigned by Lender to the Third Party and the undersigned Guarantor acknowledges liability under this Guaranty to such Third Party.

6. Guarantor’s Representations, and Warranties, and Covenants. Guarantor represents and warrants and covenants to Lender that: (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower’s request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instruments binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, assign, transfer, or otherwise dispose of substantially all of Guarantor’s assets if such sale, assignment, transfer or disposition would have a material adverse effect upon Guarantor’s ability to satisfy Guarantor’s obligation under this Guaranty; (f) upon Lender’s request, Guarantor will provide to Lender financial, tax, and credit information in form reasonably acceptable to Lender, and all such financial and tax information (including tax returns) which currently has been, and all future financial and tax information (including tax returns) which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (g) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened that would have a material adverse effect on Guarantor’s ability to satisfy Guarantor’s obligations under this Guaranty; (h) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (i) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

In addition, the Guarantor agrees to provide Lender: (i) as soon as available, and in any event within one hundred twenty (120) days after the end of each calendar year, Guarantor shall furnish Lender with Guarantor’s personal financial statements and contingent debt schedules of Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles, all as acceptable to Lender in form and substance; and (ii) copies of Guarantor’s federal tax returns and extension filings acceptable to Lender as soon as available, and in any event within thirty (30) days of when such were due to be filed (or within ten (10) days after the last date of any extension period, if applicable) (and which filings Guarantor agrees to timely make with the Internal Revenue Service).

7. Guarantor’s Waivers. Except as prohibited by applicable law. Guarantor waives any right to require Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Guaranteed Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the Guaranteed Obligations or in connection with the creation of new or additional loans or obligations; (c) any defense based upon a failure of Lender to comply with the notice requirements of the applicable version of Uniform Commercial Code Section 9-504; (d) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (e) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (f) to pursue any other remedy within Lender’s power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. Section 547(b), or any successor provision of the federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Guaranteed Obligations; (c) any disability or other defense of Borrower, of any other guarantor, of any other person, or by reason of the cessation of Borrower’ liability from any cause whatsoever, other than payment in full in legal tender, of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations on the basis of unjustified impairment of any collateral for the indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding amount owing by Borrower to Lender under the Guaranteed Obligations that is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Guaranteed Obligations. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Guaranteed Obligations and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Guaranteed Obligations shall be considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demands, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

8. Guarantor’s Understanding With Respect to Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

9. Subordination of Borrower’s Debts to Guarantor. Guarantor agrees that the Guaranteed Obligations owing by Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Guaranteed Obligations. Guarantor hereby assigns to Lender all claims that they may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Guaranteed Obligations. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty.

10. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty:

a) Amendments. This Guaranty, together with any Loan Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

b) Applicable Law; Venue; Jurisdiction. This Guaranty has been delivered to Lender and accepted by Lender in the State of Tennessee. This Guaranty shall be governed by and construed in accordance with the laws of the State of Tennessee (without regard to conflicts of law), except to the extent that greater rights are granted to Lender under federal law, in which case federal law shall control. Guarantor hereby waives any personal service of any and all process and consents to the service of process in any action (“Actions”) pertaining to the Lender, the Loan guaranteed hereunder, the Guaranteed Obligations, the Borrower and/or this Guaranty by certified mail, return receipt requested, addressed to Guarantor, at the address set forth above in this Guaranty (or as such address may be updated from time to time by written notice from Guarantor to Lender), and service so made shall be complete ten (10) calendar days after the same has been posted. The undersigned Guarantor does further consent to and agree that any Action for the enforcement of this Guaranty may be brought in the courts of the State of Tennessee sitting in Knox County, Tennessee or any Federal court sitting in Knox County, Tennessee and consents to the non-exclusive jurisdiction of such courts. The undersigned Guarantor hereby waives any objection that Guarantor may now or hereafter have to the venue of any such Action or any such court or that suit is brought in an inconvenient court.

c) Waiver of Jury Trial. GUARANTOR HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ANY RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS GUARANTY, THAT GUARANTOR AND LENDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS GUARANTY AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

d) Attorneys’ Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including reasonable attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and reasonable expenses of such enforcement. Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services shall be paid by Guarantor. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.

e) Notices. All notices required or allowed to be given hereunder shall be in writing, and shall be personally delivered, or sent by Federal Express or other recognized overnight express courier service, or sent by United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed to each party as set forth above. Any such notice shall be deemed to be given, if personally delivered, on the date such notice is personally delivered to the address set forth above for the party to whom such notice is given; if sent by Federal Express, or other recognized overnight express courier service, on the date said notice is dispatched or deposited with said courier service, all charges prepaid, addressed as herein provided; and, if mailed, on the date said notice is deposited in the United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed as herein provided. Any party may change the address to which notices hereunder are to be sent by giving written notice thereof to the other parties as set forth herein.

f) Interpretation. The words “Guarantor,” “Borrower,” and “Lender” include the heirs, successors, assigns and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. Capitalized terms not otherwise defined herein shall have such meaning as set forth in the applicable Loan Agreement.

g) Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, or any course of dealing between Lender and Guarantor shall constitute a waiver of any of Lender’s rights or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

h) Electronic Transmission. Guarantor agrees that if a paper original of this Guaranty executed by Guarantor is sent by electronic transmission (an “Executed Copy”), (i) the Executed Copy shall be treated in all respects as a paper original of this Guaranty executed by the Guarantor and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Guaranty executed by the Guarantor. At the request of any party who receives an Executed Copy, this Guaranty shall be re-executed by Guarantor and the executed paper original Guaranty shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Guarantor further agrees that it will not raise the transmission of this Guaranty or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Guaranty is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

i) THE UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, THE GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY.” NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.

[Signature page follows]

This Guaranty is executed as of the day and year first written above.

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST FINANCE LLC, a North Carolina limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 9th day of November, 2021.

My Commission Expires: August 25, 2024

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