MANUFACTURED HOUSING PROPERTIES INC. (Form: 10-Q, Received: 11/14/2022 17:32:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-51229

MANUFACTURED HOUSING PROPERTIES INC.

(Exact name of registrant as specified in its charter)

Nevada		51-0482104
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

136 Main Street, Pineville, North Carolina		28134
(Address of principal executive offices)		(Zip Code)

(980) 273-1702

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 11, 2022, there were 12,493,012 common shares of the registrant issued and outstanding.

Manufactured Housing Properties Inc.

Quarterly Report on Form 10-Q

Period Ended September 30, 2022

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4.	Controls and Procedures.	17

	PART II FINANCIAL INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MANUFACTURED HOUSING PROPERTIES INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page

Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	F-1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	F-2
Condensed Consolidated Statements of Changes in Deficit for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)	F-4
Notes to Unaudited Condensed Consolidated Financial Statements	F-5 - F-26

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

	September 30, 2022			December 31, 2021
Assets	(unaudited)
Investment Property
Land	$	27,845,291		$	18,854,760
Site and Land Improvements		41,233,111			35,133,079
Buildings and Improvements		21,806,023			14,666,296
Construction in Process		2,575,086			3,030,456
Total Investment Property		93,459,511			71,684,591
Accumulated Depreciation		(7,285,503	)		(4,832,300	)
Net Investment Property		86,174,008			66,852,291
Cash and Cash Equivalents		1,896,839			1,401,134
Restricted Cash		5,018,079			705,195
Accounts Receivable		344,603			175,955
Other Assets		806,034			913,205
TOTAL ASSETS	$	94,239,563		$	70,047,780

Liabilities
Accounts Payable	$	989,909		$	477,484
Notes Payable, net of $3,561,671 and $2,064,294 debt discount, respectively		71,100,381			48,891,483
Lines of Credit – Variable Interest Entities, net of $141,061 and $151,749 debt discount, respectively		5,270,283			6,200,607
Lines of Credit – Related Party		2,000,000			150,000
Note Payable – Related Party		-			1,500,000
Accrued Liabilities including amounts due to related parties of $1,109,500 and $250,000, respectively		1,646,378			1,235,001
Tenant Security Deposits		863,961			705,195
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 15,994 and 5,734 shares issued and outstanding; redemption value $15,994,000 and $5,734,400 as of September 30, 2022 and December 31, 2021, respectively		14,888,366			5,214,370
Total Liabilities		96,759,278			64,374,140

Commitments and Contingencies (See note 6)

Redeemable Preferred Stock – subject to redemption
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,866,000 and 1,886,000 shares issued and outstanding; redemption value $6,997,500 and $7,072,500 as of September 30, 2022 and December 31, 2021, respectively		6,129,145			5,841,771
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 747,951 and 758,551 shares issued and outstanding; redemption value $11,219,265 and $11,378,265 as of September 30, 2022 and December 31, 2021, respectively		8,940,614			8,518,594

Deficit
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,478,012 and 12,403,680 shares are issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		124,780			124,037
Additional Paid in Capital		(4,952,551	)		(3,160,712	)
Accumulated Deficit		(11,186,912	)		(4,672,537	)
Total Manufactured Housing Properties Inc. Deficit		(16,014,683	)		(7,709,212	)
Non-controlling interest in Variable Interest Entities		(1,574,791	)		(977,513	)
Total Deficit		(17,589,474	)		(8,686,725	)
TOTAL LIABILITIES AND DEFICIT	$	94,239,563		$	70,047,780

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-1

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue
Rental and related income	$	3,697,558		$	2,250,169		$	10,021,357		$	5,690,227
Gross revenues from home sales		18,570			9,000			121,164			74,244
Total revenues		3,716,128			2,259,169			10,142,521			5,764,471

Community operating expenses
Repair and maintenance		287,686			177,878			803,505			401,068
Real estate taxes		186,358			97,328			584,280			296,568
Utilities		259,758			189,022			735,638			488,334
Insurance		87,044			35,315			226,341			103,712
General and administrative expense		510,036			218,830			1,291,276			522,952
Total community operating expenses		1,330,882			718,373			3,641,040			1,812,634

Corporate payroll and overhead		1,519,271			580,109			3,683,267			1,744,576
Depreciation expense		898,963			507,493			2,477,642			1,411,158
Interest expense		1,506,290			546,065			3,843,031			1,439,419
Refinancing costs		3,604,671			-			3,620,422			16,675
Cost of home sales		22,676			-			177,410			-
Total expenses		8,882,753			2,352,040			17,442,812			6,424,462
Other income		500			-			500			139,300
Net loss before provision for income taxes		(5,166,125	)		(92,871	)		(7,299,791	)		(520,691	)
Provision for income taxes		-			-			-			-
Net loss	$	(5,166,125	)	$	(92,871	)	$	(7,299,791	)	$	(520,691	)

Net loss attributable to non-controlling interest variable interest entities		(376,105	)		(516,506	)		(786,590	)		(343,073	)
Net income (loss) attributable to Manufactured Housing Properties, Inc.		(4,790,020	)		423,635			(6,513,201	)		(177,618	)
Preferred stock dividends and put option value accretion
Series A preferred dividends		94,178			103,394			282,778			290,561
Series A preferred put option value accretion		117,726			118,146			353,472			354,396
Series B preferred dividends		151,785			151,786			455,355			427,517
Series B preferred put option value accretion		159,472			184,254			527,980			554,780
Total preferred stock dividends and put option value accretion		523,161			557,580			1,619,585			1,627,254
Net loss attributable to common stockholders	$	(5,313,181	)	$	(133,945	)	$	(8,132,786	)	$	(1,804,872	)

Weighted average shares - basic and fully diluted		12,812,232			12,923,355			12,779,543			12,921,485

Net loss per share – basic and fully diluted	$	(0.41	)	$	(0.01	)	$	(0.64	)	$	(0.14	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-2

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

	COMMON STOCK				ADDITIONAL PAID IN			ACCUMULATED			TOTAL MANUFACTURED HOUSING PROPERTIES			NON CONTROLLING
	SHARES		PAR VALUE		CAPITAL			DEFICIT			INC.			INTEREST			DEFICIT
Balance at January 1, 2021		12,398,580	$	124,016	$	(1,052,611	)		(3,574,194	)	$	(4,502,789	)	$	(419,275	)	$	(4,922,064	)
Stock option expense		-		-		646			-			646			-			646
Preferred shares Series A dividends		-		-		(96,167	)		-			(96,167	)		-			(96,167	)
Preferred shares Series A put option value accretion		-		-		(118,125	)		-			(118,125	)		-			(118,125	)
Preferred shares Series B dividends		-		-		(129,409	)		-			(129,409	)		-			(129,409	)
Preferred shares Series B put option value accretion		-		-		(185,839	)		-			(185,839	)		-			(185,839	)
Common Stock issuance to preferred share holders		5,100		51		1,326			-			1,377			-			1,377
Contributions to VIE		-		-		-			-			-			12,371			12,371
Distributions from VIE		-		-		-			-			-			(20,000	)		(20,000	)
Net loss		-		-		-			(414,276	)		(414,276	)		55,085			(359,191	)
Balance at March 31, 2021		12,403,680	$	124,067	$	(1,580,179	)	$	(3,988,470	)	$	(5,444,582	)	$	(371,819	)	$	(5,816,401	)
Stock option expense		-		-		37,171			-			37,171			-			37,171
Preferred shares Series A dividends		-		-		(91,000	)		-			(91,000	)		-			(91,000	)
Preferred shares Series A put option value accretion		-		-		(118,125	)		-			(118,125	)		-			(118,125	)
Preferred shares Series B dividends		-		-		(146,322	)		-			(146,322	)		-			(146,322	)
Preferred shares Series B put option value accretion		-		-		(184,687	)		-			(184,687	)		-			(184,687	)
Distributions from VIE		-		-		-			-			-			(30,000	)		(30,000	)
Net Income (Loss)		-		-		-			(186,977	)		(186,977	)		118,348			(68,629	)
Balance at June 30, 2021		12,403,680	$	124,067	$	(2,083,142	)	$	(4,175,447	)	$	(6,134,522	)	$	(283,471	)	$	(6,417,993	)
Stock option expense		-		-		216			-			216			-			216
Preferred shares Series A put option value accretion		-		-		(118,146	)		-			(118,146	)		-			(118,146	)
Preferred shares Series A dividends		-		-		(103,394	)		-			(103,394	)		-			(103,394	)
Preferred shares Series B put option value accretion		-		-		(184,254	)		-			(184,254	)		-			(184,254	)
Preferred shares Series B dividends		-		-		(151,786	)		-			(151,786	)		-			(151,786	)
Distributions		-		-		-			-			-			(30,000	)		(30,000	)
Net Income (Loss)		-		-		-			423,635			423,635			(516,506	)		(92,871	)
Balance at September 30, 2021		12,403,680		124,067		(2,640,506	)		(3,751,812	)		(6,268,251	)		(829,977	)		(7,098,228	)

Balance at January 1, 2022		12,403,680	$	124,037	$	(3,160,712	)	$	(4,672,537	)	$	(7,709,212	)		$(977,513)		$	(8,686,725	)
Stock option expense		-		-		49,760			-			49,760			-			49,760
Preferred shares Series A dividends		-		-		(94,300	)		-			(94,300	)		-			(94,300	)
Preferred shares Series A put option value accretion		-		-		(117,871	)		-			(117,871	)		-			(117,871	)
Preferred shares Series B dividends		-		-		(151,785	)		-			(151,785	)		-			(151,785	)
Preferred shares Series B put option value accretion		-		-		(184,254	)		-			(184,254	)		-			(184,254	)
Distributions from VIE		-		-		-			-			-			(30,000	)		(30,000	)
Net Loss		-		-		-			(630,120	)		(630,120	)		(159,570	)		(789,690	)
Balance at March 31, 2022		12,403,680	$	124,037	$	(3,659,162	)	$	(5,302,657	)	$	(8,837,782	)	$	(1,167,083	)	$	(10,004,865	)
Stock option expense		-		-		28,062			-			28,062			-			28,062
Common Stock issued through stock options		8,333		83		-			-			83			-			83
Preferred shares Series A dividends		-		-		(94,300	)		-			(94,300	)		-			(94,300	)
Preferred shares Series A put option value accretion		-		-		(117,875	)		-			(117,875	)		-			(117,875	)
Preferred shares Series B dividends		-		-		(151,785	)		-			(151,785	)		-			(151,785	)
Preferred shares Series B put option value accretion		-		-		(184,254	)		-			(184,254	)		-			(184,254	)
Distributions from VIE		-		-		-			-			-			(30,000	)		(30,000	)
Net Income (Loss)		-		-		-			(1,093,061	)		(1,093,061	)		(250,915	)		(1,343,976	)
Balance at June 30, 2022		12,412,013	$	124,120	$	(4,179,314	)	$	(6,395,718	)	$	(10,450,912	)	$	(1,447,998	)	$	(11,898,910	)
Stock option expense		-		-		28,062			-			28,062			-			28,062
Common Stock issued through stock options		65,999		660		-			-			660			-			660
Preferred shares Series A dividends		-		-		(94,178	)		-			(94,178	)		-			(94,178	)
Preferred shares Series A put option value accretion		-		-		(117,726	)		-			(117,726	)		-			(117,726	)
Preferred shares Series B dividends		-		-		(151,785	)		-			(151,785	)		-			(151,785	)
Preferred shares Series B put option value accretion		-		-		(159,472	)		-			(159,472	)		-			(159,472	)
Distributions from VIE		-		-		-			-			-			(30,000	)		(30,000	)
Intercompany Transfer of Homes– Deemed Dividend		-		-		(278,138	)		-			(278,138	)		278,138			-
Joint Ventures Adjustment		-		-		-			(1,174	)		(1,174)			1,174			-
Net Income (Loss)		-		-		-			(4,790,020	)		(4,790,020	)		(376,105	)		(5,166,125	)
Balance at September 30, 2022		12,478,012	$	124,780	$	(4,952,551	)	$	(11,186,912	)	$	(16,014,683	)	$	(1,574,791	)	$	(17,589,474	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-3

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

	September 30, 2022			September 30, 2021
Cash Flows from Operating Activities:
Net Loss	$	(7,299,791	)	$	(520,691	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock option expense		105,884			38,033
Amortization of debt discount		481,545			140,423
Write off debt issuance costs recorded as debt discount		2,219,591			56,691
Write off acquisition and development pursuit costs		49,326			-
Prepayment penalty upon debt extinguishment		1,400,831			-
Gain on debt extinguishment		-			(139,300	)
Loss on sales of homes		56,246			74,494
Depreciation		2,477,642			1,411,158
Changes in operating assets and liabilities:
Accounts receivable		(168,648	)		(57,283	)
Other assets		413,731			1,259,065
Accounts payable		451,425			95,250
Tenant security deposits		158,766			202,468
Accrued liabilities		(348,401	)		108,900
Net Cash Provided by (Used in) Operating Activities		(1,853	)		2,669,208
Cash Flows from Investing Activities:
Capital improvements		(1,872,803	)		(1,317,405	)
Proceeds from sales of homes		121,164			74,244
Purchases of investment properties		(6,444,135	)		(2,390,000	)
Payment of pursuit costs		(291,742	)		-
Payment of acquisition costs		(471,096	)		(160,384	)
Net Cash Used in Investing Activities		(8,958,612	)		(3,793,545	)
Cash Flows from Financing Activities:
Proceeds from related party debt		4,700,000			-
Repayment of related party debt		(4,350,000	)		-
Proceeds from refinanced notes payable and lines of credit		66,071,563			-
Repayment of notes payable upon refinance		(52,774,771	)		-
Repayment of lines of credit upon refinance - VIEs		(3,085,607	)
Repayment of notes payable		(506,656	)		(458,844	)
Repayment of lines of credit - VIEs		(147,144	)		-
Proceeds from exercise of options		743			-
Proceeds from issuance of preferred stock		10,253,917			3,519,484
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount		(3,956,743	)		(927,191	)
Prepayment penalty upon debt extinguishment		(1,400,831	)		-
Redemption of Preferred Stock		(172,062	)		(10,000	)
Fees paid in advance for debt		(45,000	)		-
Series A and Series B Preferred share dividends		(728,355	)		(718,078	)
Contribution to VIE		-			12,371
Distributions from VIE		(90,000	)		(80,000	)
Net Cash Provided by Financing Activities		13,769,054			1,337,742
Net change in cash, cash equivalents and restricted cash		4,808,589			213,405
Cash, cash equivalents and restricted cash at beginning of the period		2,106,329			1,988,857
Cash, cash equivalents and restricted cash at end of the period	$	6,914,918		$	2,202,262
Cash, cash equivalents and restricted cash consist of the following:
End of period
Cash and cash equivalents	$	1,896,839		$	1,660,242
Restricted cash		5,018,079			541,620
Total	$	6,914,918		$	2,202,262
Cash, cash equivalents and restricted cash consist of the following:
Beginning of period
Cash and cash equivalents	$	1,401,134		$	1,649,705
Restricted cash		705,195			339,152
Total	$	2,106,329		$	1,988,857
Cash paid for:
Income Taxes	$	-		$	-
Interest	$	2,395,384		$	1,249,612
Series C Preferred share dividends included in interest expense	$	484,521		$	-

Non-Cash Investing and Financing Activities
Notes and lines of credit related to acquisitions and capital improvements	$	13,188,735		$	10,072,286
Non-cash Series A and B Preferred Stock accretion	$	881,452		$	909,175
Debt issuance costs included in accounts payable and accrued liabilities	$	1,061,000		$	-
Stock issued in connection with Series B Preferred Stock issuance	$	-		$	1,377

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-4

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

Basis of Presentation

The Company prepares its consolidated financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2021 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2022. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest, and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

F-5

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

The Company’s formation of all subsidiaries and VIEs’ date of consolidation are as follows:

Name of Subsidiary	State of Formation	Date of Formation	Ownership
Pecan Grove MHP LLC	North Carolina	October 12, 2016	100%
Azalea MHP LLC	North Carolina	October 25, 2017	100%
Holly Faye MHP LLC	North Carolina	October 25, 2017	100%
Chatham Pines MHP LLC	North Carolina	October 31, 2017	100%
Maple Hills MHP LLC	North Carolina	October 31, 2017	100%
Lakeview MHP LLC	South Carolina	November 1, 2017	100%
MHP Pursuits LLC	North Carolina	January 31, 2019	100%
Mobile Home Rentals LLC	North Carolina	September 30, 2016	100%
Hunt Club MHP LLC	South Carolina	March 8, 2019	100%
B&D MHP LLC	South Carolina	April 4, 2019	100%
Crestview MHP LLC	North Carolina	June 28, 2019	100%
Springlake MHP LLC	Georgia	October 10, 2019	100%
ARC MHP LLC	South Carolina	November 13, 2019	100%
Countryside MHP LLC	South Carolina	March 12, 2020	100%
Evergreen MHP LLC	Tennessee	March 17, 2020	100%
Golden Isles MHP LLC	Georgia	March 16, 2021	100%
Anderson MHP LLC	South Carolina	June 2, 2021	100%
Capital View MHP LLC	South Carolina	August 6, 2021	100%
Hidden Oaks MHP LLC	South Carolina	August 6, 2021	100%
North Raleigh MHP LLC	North Carolina	September 16, 2021	100%
Carolinas 4 MHP LLC	North Carolina	November 30, 2021	100%
Charlotte 3 Park MHP LLC	North Carolina	December 10, 2021	100%
Sunnyland MHP LLC	Georgia	January 7, 2022	100%
Warrenville MHP LLC	South Carolina	February 15, 2022	100%
Solid Rock MHP LLC	South Carolina	June 6, 2022	100%
Spaulding MHP LLC	Georgia	June 10, 2022	100%
Raeford MHP Development LLC	North Carolina	June 20, 2022	100%
Solid Rock MHP Homes LLC	South Carolina	June 22, 2022	100%
Country Estates MHP LLC*	North Carolina	July 6, 2022	100%
Statesville MHP LLC	North Carolina	July 6, 2022	100%
Timberview MHP LLC	North Carolina	July 7, 2022	100%
Red Fox MHP LLC	North Carolina	July 7, 2022	100%
Northview MHP LLC	North Carolina	July 8, 2022	100%
Meadowbrook MHP LLC	South Carolina	July 25, 2022	100%
Sunnyland 2 MHP LLC	Georgia	July 27, 2022	100%
Dalton 3 MHP LLC*	Georgia	August 8, 2022	100%
MHP Home Holdings LLC	North Carolina	August 17, 2022	100%
Glynn Acres MHP LLC*	Georgia	September 9, 2022	100%
Wake Forest 2 MHP LLC*	North Carolina	October 27, 2022	100%
Gvest Finance LLC	North Carolina	December 11, 2018	VIE
Gvest Homes I LLC	Delaware	November 9, 2020	VIE
Brainerd Place LLC	Delaware	February 24, 2021	VIE
Bull Creek LLC	Delaware	April 13, 2021	VIE
Gvest Anderson Homes LLC	Delaware	June 22, 2021	VIE
Gvest Capital View Homes LLC	Delaware	August 6, 2021	VIE
Gvest Hidden Oaks Homes LLC	Delaware	August 6, 2021	VIE
Gvest Springlake Homes LLC	Delaware	September 24, 2021	VIE
Gvest Carolinas 4 Homes LLC	Delaware	November 13, 2021	VIE
Gvest Sunnyland Homes LLC	Delaware	January 6, 2022	VIE
Gvest Warrenville Homes LLC	Delaware	February 14, 2022	VIE
Gvest Wake Forest 2 Homes LLC*	North Carolina	October 27, 2022	VIE

*	During the three and nine months ended September 30, 2022, there was no activity in Country Estates MHP LLC, Dalton 3 MHP LLC, Glynn Acres MHP LLC, Wake Forest 2 MHP LLC, and Gvest Wake Forest 2 Homes LLC.

All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

F-6

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Revenue Recognition

Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

The Company’s revenues primarily consist of rental revenues and other rental related fee income. The Company has the following revenue sources and revenue recognition policies:

●

Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

●

Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

●

Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The majority of the Company’s leases are month-to-month.

Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, the Company generally has no remaining performance obligation.

Accounts Receivable

Accounts receivable consist primarily of amounts currently due from residents. Accounts receivable are reported in the balance sheet at outstanding principal adjusted for any charge-offs and allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

Acquisitions

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

F-7

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Variable Interest Entities

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service but retain 5% of the debt service payment as a reserve.

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP.

F-8

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested penny stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method.

For the nine months ended September 30, 2022, the potentially dilutive penny options for the purchase of 357,176 shares of Common Stock were included in basic loss per share. Other securities outstanding as of September 30, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 146,666 stock options and 1,866,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,866,000 shares.

For the nine months ended September 30, 2021, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Other securities outstanding as of September 30, 2021 not included in dilutive loss per share, as the effect would be anti-dilutive, were 186,500 stock options and 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which were convertible into Common Stock for a total of 1,886,000 shares.

Use of Estimates

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Investment Property and Depreciation

Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

Impairment Policy

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three and nine months ended September 30, 2022 and 2021.

F-9

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

As of September 30, 2022, restricted cash consisted of $5,018,079 related to cash reserved for tenant security deposits of $863,961 and lender escrows for capital improvements, insurance, and real estate taxes of $4,154,118. As of December 31, 2021, restricted cash consisted of $705,195 related to cash reserved for tenant security deposits.

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At September 30, 2022 and December 31, 2021, the Company had approximately $642,000 and $763,000 above the FDIC-insured limit, respectively.

Liquidity

The consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses each year since inception and has experienced nearly breakeven cash flows from operations during the nine months ended September 30, 2022. The portfolio refinance with KeyBank discussed in Note 5 drove the large net loss for the quarter ended September 30, 2022, which is a non-recurring cost going forward. Additionally, the Company is in an acquisitive, growth stage whereby it has doubled the number of home sites in its portfolio of manufactured housing communities over the past two years. The Company acquires communities and invests in physical improvements, implements operational efficiencies to cut costs, works to improve occupancy and collections, and increases rents based on each respective market all to stabilize the acquired communities to their full potential. The Company increased the number of home sites in its portfolio by 55% over the twelve months ended September 30, 2022, which are still stabilizing. The Company has incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow.

The Company believes its current available cash and anticipated revenues is sufficient to fund its operations for at least the next twelve months following the filing of these consolidated financial statements and through December 2023. The Company also has two revolving promissory notes available to it from its officers as detailed in Note 5, if needed for working capital or other cash flow needs. Proceeds from the KeyBank portfolio refinance were used to pay off debt attached to a significant percentage of the Company owned manufactured homes which are now unencumbered and can be sold for additional cash flow, if needed.

The Company’s continued growth depends on the availability of suitable properties which meet its investment criteria and appropriate financing, which includes its ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made.

Stock Based Compensation

All stock based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of $105,884 and $38,033 during the nine months ended September 30, 2022 and 2021, respectively.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

F-10

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying unaudited condensed consolidated statement of operations. As of September 30, 2022, and December 31, 2021, there were no such accrued interest or penalties.

Reclassifications

Certain amounts in the prior period presentation have been reclassified to conform with the current presentation.

For the year ended December 31, 2021, the Company reclassed $705,195 cash reserved for tenant security deposits to separately present as restricted cash on the balance sheet.

For the nine months ended September 30, 2021, the Company reclassed $74,244 from cash used for capital improvements to proceeds from sale of homes within the net cash used in investing activities section of the unaudited condensed consolidated statement of cash flows and reclassed $160,384 from cash used for payment of acquisition costs within the financing activities section to the investing activities section.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company is currently evaluating the potential impact this standard may have on the consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Impact of Coronavirus Pandemic

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

Some states and cities, including some where the Company’s properties are located, reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate, as well as guidance in response to the pandemic and the need to contain it.

The rules and restrictions put in place had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, our business would be materially affected.

F-11

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

NOTE 2 – VARIABLE INTEREST ENTITIES

During the nine months ended September 30, 2022, Gvest Finance LLC formed two wholly owned subsidiaries, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, both of which are considered VIEs. The Company consolidates the accounts of Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, Gvest Warrenville Homes LLC, Brainerd Place LLC, and Bull Creek LLC and will continue to do so until they are no longer considered VIEs.

During the quarter ended September 30, 2022, the Company refinanced most of its debt and used the refinance proceeds to pay off loans totaling $4,664,384 for which homes owned by Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Carolinas 4 Homes LLC and Gvest Sunnyland Homes LLC were collateral. Homes in these communities were transferred to the Company’s wholly owned subsidiary, MHP Home Holdings LLC, in exchange for the debt paid off on behalf of these VIE entities owned by Gvest Finance LLC and intercompany debt forgiven totaling $460,226. This change in ownership of the homes is reflected in the current period’s balance sheet and the difference between the debt paid off and forgiven and the cost basis of the assets exchanged is reflected as an adjustment to additional paid in capital of $278,138 on the statement of changes in deficit which is eliminated in consolidation. Furthermore, the Company used refinance proceeds to pay off loans held by Gvest Finance LLC and Gvest Springlake Homes LLC which financed homes in the Springlake and Countryside communities. These VIE entities are in the process of obtaining replacement debt which has not been finalized of the date of this filing. An intercompany short-term loan of $3,908,731 is included in accrued liabilities and eliminated in consolidation equal to the Countryside and Springlake debt and refinance costs paid by the Company on the VIEs’ behalf. See Note 5 for more information about the refinance.

Included in the unaudited condensed consolidated results of operations for the three months ended September 30, 2022 and 2021 were net loss of $376,105 and $516,506, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of $11,045 and $328,762, respectively.

Included in the unaudited condensed consolidated results of operations for the nine months ended September 30, 2022 and 2021 were net loss of $786,590 and $343,073, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of $316,624 and $587,762, respectively.

The consolidated balance sheets as of September 30, 2022 and December 31, 2021 included the following amounts related to the consolidated VIEs.

	September 30, 2022			December 31, 2021
	(Unaudited)
Assets
Investment Property	$	13,809,989		$	14,144,268
Accumulated Depreciation		(870,439	)		(597,650	)
Net Investment Property		12,939,550			13,546,618
Cash and Cash Equivalents		43,729			98,900
Accounts Receivable		71,694			60,506
Other Assets		193,625			158,920
Total Assets	$	13,248,598		$	13,864,944

Liabilities and Deficit
Accounts Payable	$	163,181		$	169,298
Notes Payable, net of $16,953 and $0 debt discount, respectively		2,513,230			6,793,319
Line of Credit, net of $141,061 and $151,749 debt discount, respectively		5,270,284			6,200,607
Accrued Liabilities*		6,876,694			1,679,233
Total Liabilities		14,823,389			14,842,457

Non-controlling Interest		(1,574,791	)		(977,513	)
Total Non-controlling Interest in Variable Interest Entities		(1,574,791	)		(977,513	)

Included in accrued liabilities is an intercompany balance of $6,801,261 and $1,515,715 as of September 30, 2022 and December 31, 2021, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.

F-12

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 3 – INVESTMENT PROPERTY

The following table summarizes the Company’s property and equipment balances are generally used to depreciate the assets on a straight-line basis:

	September 30, 2022			December 31, 2021
	(Unaudited)
Investment Property
Land	$	27,845,291		$	18,854,760
Site and Land Improvements		41,233,111			35,133,079
Buildings and Improvements		21,806,023			14,666,296
Construction in Process		2,575,086			3,030,456
Total Investment Property		93,459,511			71,684,591
Accumulated Depreciation		(7,285,503	)		(4,832,300	)
Net Investment Property	$	86,174,008		$	66,852,291

Depreciation expense totaled $898,963 and $507,493 for the three months ended September 30, 2022 and 2021, respectively, and $2,477,642 and $1,411,158 for the nine months ended September 30, 2022 and 2021, respectively.

During the nine months ended September 30, 2022, Gvest Finance LLC, the Company’s VIE, purchased twenty-five new manufactured homes for approximately $1,300,000 for use in the Golden Isles, Springlake, Sunnyland, and Crestview communities. The majority of these recently purchased homes along with several new homes purchased during 2021 are not yet occupiable and still in the set-up phase as of September 30, 2022 and included in Construction in Process on the balance sheet as of that date.

During the year ended December 31, 2021, Gvest Finance LLC, acquired thirty-four new manufactured homes for approximately $1,900,000 including set up costs for use in the Springlake community and fourteen new manufactured homes for approximately $860,000 including set up costs for use in the Golden Isles community that were not yet occupiable and were still in the set-up phase as of December 31, 2021 and were included in Construction in Process on the balance sheet as of that date.

F-13

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 4 – ACQUISITIONS AND DISPOSITIONS

During the nine months ended September 30, 2022, the Company acquired nine communities and two large parcels of undeveloped land. These were acquisitions from third parties and have been accounted for as asset acquisitions.

On January 31, 2022, the Company purchased a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of 15.09 acres of undeveloped land for a total purchase price of $2,200,000. Sunnyland MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Sunnyland Homes LLC, purchased the homes.

On March 31, 2022, the Company purchased two manufactured housing communities located in Warrenville, South Carolina consisting of 85 sites on approximately 45 acres for a total purchase price of $3,050,000. Warrenville MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Warrenville Homes LLC, purchased the homes.

On June 17, 2022, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 72 sites on approximately 17 acres for a total purchase price of $2,000,000. Spaulding MHP LLC purchased the land, land improvements, and homes.

On June 28, 2022, the Company, through its wholly owned subsidiary Raeford MHP Development LLC, purchased 62 acres of undeveloped land zoned for approximately 200 mobile home lots in Raeford, North Carolina, a town in the Fayetteville Metropolitan Statistical Area for a total purchase price of $650,000.

On July 7, 2022, the Company purchased a manufactured housing community located in Leesville, North Carolina consisting of 39 sites on approximately 11 acres for a total purchase price of $1,700,000. Solid Rock MHP LLC purchased the land and land improvements, and Solid Rock MHP Homes LLC purchased homes.

On July 29, 2022, the Company purchased a manufactured housing community located in Clyde, North Carolina consisting of 51 sites on approximately 9 acres for a total purchase price of $3,044,769. Red Fox MHP LLC purchased the land, land improvements, and homes.

On September 14, 2022, the Company purchased three manufactured housing communities located in Statesville, Thomasville, and Trinity, North Carolina consisting of 122 sites on approximately 75 acres for a total purchase price of $5,350,000. Statesville MHP LLC, Northview MHP LLC, and Timberview MHP LLC purchased the land and land improvements, and MHP Home Holdings LLC purchased homes.

During the nine months ended September 30, 2021, the Company acquired four manufactured housing communities; one in Brunswick, Georgia, one in Anderson, South Carolina and two in Columbia, South Carolina, and accounted for all as asset acquisitions.

F-14

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

The Company entered into various purchase agreements during and after the nine months ended September 30, 2022 totaling an aggregate purchase price commitment of $10,400,000, which are inclusive of probable and non-probable acquisitions that have the potential to close at a future date. See Note 9 for more information about acquisitions that occurred subsequent to September 30, 2022, including the Glynn Acres community and Wake Forest portfolio.

Acquisition Date	Name (number of communities, if multiple)	Land		Improvements		Building		Total Purchase Price
March 2021	Golden Isles MHP	$	1,050,000	$	487,500	$	-	$	1,537,500
March 2021	Golden Isles Gvest		-		-		787,500		787,500
July 2021	Anderson MHP (10)		2,310,000		763,417		120,390		3,193,807
July 2021	Anderson Gvest (10)		-		-		2,006,193		2,006,193
September 2021	Capital View MHP		350,000		757,064		-		1,107,064
September 2021	Capital View Gvest		-		-		342,936		342,936
September 2021	Hidden Oaks MHP		290,000		843,440		-		1,133,440
September 2021	Hidden Oaks Gvest		-		-		416,560		416,560
	Total Purchase Price	$	4,000,000	$	2,851,421	$	3,673,579	$	10,525,000
	Acquisition Costs		-		277,991		5,963		283,954
	Total Investment Property	$	4,000,000	$	3,129,412	$	3,679,542	$	10,808 ,954

January 2022	Sunnyland MHP	$	672,400	$	891,580	$	-	$	1,563,980
January 2022	Sunnyland Gvest		-		-		636,020		636,020
March 2022	Warrenville MHP (2)		975,397		853,473		-		1,828,870
March 2022	Warrenville Gvest (2)		-		-		1,221,130		1,221,130
June 2022	Spaulding MHP		1,217,635		304,409		477,956		2,000,000
June 2022	Raeford MHP Parcel		650,000		-		-		650,000
July 2022	Solid Rock MHP		1,001,966		206,928		491,106		1,700,000
July 2022	Red Fox MHP		1,622,748		840,560		581,461		3,044,769
September 2022	Statesville MHP		1,078,015		1,100,473		120,729		2,299,217
September 2022	Northview MHP		505,319		247,045		116,979		869,343
September 2022	Timberview MHP		1,010,639		1,021,868		148,933		2,181,440
	Total Purchase Price	$	8,734,119	$	5,466,336	$	3,794,314	$	17,994,769
	Acquisition Costs		254,130		116,840		75,435		446,405
	Total Investment Property	$	8,988,249	$	5,583,176	$	3,869,749	$	18,441,174

F-15

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Pro-forma Financial Information

The following unaudited pro-forma information presents the combined results of operations for the three and nine months ended September 30, 2022 as if all acquisitions of manufactured housing communities during the three and nine months ended September 30, 2022, as well as several probable future acquisitions, had all occurred on January 1, 2022.

The below also presents the combined results of operations for the three and nine months ended September 30, 2021 as if all acquisitions of manufactured housing communities during the year ended December 31, 2021 and during the three and nine months ended September 30, 2022, as well as several probable future acquisitions, had all occurred on January 1, 2021.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022 Pro Forma			2021 Pro Forma			2022 Pro Forma			2021 Pro Forma
Revenue	$	4,055,065		$	3,716,227		$	11,746,146		$	10,821,958
Community operating expenses		1,461,667			1,337,657			4,300,685			3,996,857
Corporate payroll and overhead expenses		1,519,271			580,109			3,683,267			1,744,576
Depreciation expense		987,005			941,692			2,854,646			2,809,597
Interest expense		1,634,157			976,150			4,367,555			2,844,249
Refinance costs		3,604,671			-			3,620,422			16,675
Cost of home sales		22,676			-			177,410			-
Other income		500			-			500			139,300
Net loss		(5,173,882	)		(119,381	)		(7,257,339	)		(450,696	)
Net loss attributable to non-controlling interest		(376,105	)		(558,605	)		(801,212	)		(512,510	)
Net income (loss) attributable to Manufactured Housing Properties, Inc		(4,797,777	)		439,224			(6,456,127	)		61,814
Preferred stock dividends / accretion		523,161			557,580			1,619,585			1,627,254
Net loss	$	(5,320,938	)	$	(118,356	)	$	(8,075,712	)	$	(1,565,440	)
Net loss per share	$	(0.42	)	$	(0.01	)	$	(0.63	)	$	(0.12	)

NOTE 5 – PROMISSORY NOTES

Promissory Notes

The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on outstanding promissory notes range from 4% to 6% with 5 to 30 years principal amortization. The promissory notes are secured by the real estate assets and twenty-nine loans totaling $70,393,053 are guaranteed by Raymond M. Gee.

On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, the promissory note issued to Metrolina discussed below for $1,500,000, and the revolving promissory note issued to Gvest Real Estate Capital LLC, discussed below for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash on the unaudited condensed consolidated balance sheet. The Company recognized refinancing expense of $3,604,672 in connection with the debt extinguished including write-off of net unamortized debt issuance costs totaling $2,203,841, prepayment penalties of $1,385,596, and other fees of $15,234. The new loans with KeyBank are interest-only at 4.87% for the first 60 months of the term with principal and interest payments continuing thereafter until maturity on September 1, 2032. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

F-16

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

As of September 30, 2022, the outstanding principal balance on all third-party promissory notes was $74,662,052. The following are the terms of these notes:

	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance September 30, 2022			Balance December 31, 2021
Pecan Grove MHP LLC	02/22/29		5.250	%		-	$	-		$	2,969,250
Pecan Grove MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,489,000			-
Azalea MHP LLC	03/01/29		5.400	%		-		-			790,481
Azalea MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,830,000			-
Holly Faye MHP LLC	03/01/29		5.400	%		-		-			579,825
Holly Faye MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,608,000			-
Chatham MHP LLC	04/01/24		5.875	%		-		-			1,698,800
Chatham MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,263,000			-
Lakeview MHP LLC	03/01/29		5.400	%		-		-			1,805,569
Lakeview MHP LLC - KeyBank*	09/01/32		4.870	%		60		3,229,000			-
B&D MHP LLC	05/02/29		5.500	%		-		-			1,779,439
B&D MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,887,000			-
Hunt Club MHP LLC	01/01/33		3.430	%		-		-			2,398,689
Hunt Club MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,756,000			-
Crestview MHP LLC	12/31/30		3.250	%		-		-			4,682,508
Crestview MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,625,000			-
Maple Hills MHP LLC	12/01/30		3.250	%		-		-			2,341,254
Maple Hills MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,570,000			-
Springlake MHP LLC*	12/10/26		4.750	%		12		-			4,016,250
Springlake MHP LLC - KeyBank*	09/01/32		4.870	%		60		6,590,000			-
ARC MHP LLC	01/01/30		5.500	%		-		-			3,809,742
ARC MHP LLC - KeyBank*	09/01/32		4.870	%		60		3,687,000			-
Countryside MHP LLC	03/20/50		5.500	%		12		-			1,684,100
Countryside MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,343,000			-
Evergreen MHP LLC	04/01/32		3.990	%		-		-			1,115,261
Evergreen MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,604,000			-
Golden Isles MHP LLC	03/31/26		4.000	%		60		-			787,500
Golden Isles MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,987,000			-
Anderson MHP LLC*	07/10/26		5.210	%		24		-			2,153,807
Anderson MHP LLC - KeyBank*	09/01/32		4.870	%		60		5,118,000			-
Capital View MHP LLC*	09/10/26		5.390	%		24		-			817,064
Capital View MHP LLC - KeyBank*	09/01/32		4.870	%		60		829,000			-
Hidden Oaks MHP LLC*	09/10/26		5.330	%		24		-			823,440
Hidden Oaks MHP LLC - KeyBank*	09/01/32		4.870	%		60		764,000			-
North Raleigh MHP LLC	11/01/26		4.750	%		-		-			5,304,409
North Raleigh MHP LLC - KeyBank*	09/01/32		4.870	%		60		5,279,000			-
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽¹⁾	03/01/22		5.000	%		2		-			1,500,000
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽²⁾*	11/01/28		4.250	%				-			-
Charlotte 3 Park MHP LLC (Dixie) - KeyBank	09/01/32		4.870	%		60		485,000			-
Charlotte 3 Park MHP LLC (Driftwood) - KeyBank*	09/01/32		4.870	%		60		274,000			-
Carolinas 4 MHP LLC (Asheboro, Morganton)*	01/10/27		5.300	%		36		-			3,105,070
Carolinas 4 MHP LLC (Asheboro) - KeyBank*	09/01/32		4.870	%		60		1,374,000			-
Carolinas 4 MHP LLC (Morganton) - KeyBank*	09/01/32		4.870	%		60		1,352,000			-
Sunnyland MHP LLC⁽²⁾*	02/10/27		5.370	%		36		-			-
Sunnyland MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,057,000			-
Warrenville MHP LLC*	03/10/27		5.590	%		36		1,218,870			-
Spaulding MHP LLC	07/22/43		WSJ Prime +1	%		12		1,600,000			-
Solid Rock MHP LLC	07/07/32		5.000	%		12		925,000			-
Red Fox MHP LLC	08/01/32		5.250	%		24		2,250,000			-
Statesville MHP LLC*	09/13/25		SOFR +2.35	%		36		1,519,925			-
Timberview MHP LLC*	09/13/25		SOFR +2.35	%		36		1,418,075			-
Northview MHP LLC - land (Seller Finance)	09/15/27		6.000	%		60		792,654			-
Statesville, Northview, and Timberview MHP LLC - homes (Seller Finance)	09/15/27		6.000	%		60		407,345			-
Gvest Finance LLC (B&D homes)	05/01/24		5.000	%		-		624,833			657,357
Gvest Finance LLC (Countryside homes)	03/20/50		5.500	%		-		-			1,287,843
Gvest Finance LLC (Golden Isles homes)	03/31/36		4.000	%		180		684,220			787,500
Gvest Anderson Homes LLC*	07/10/26		5.210	%		24		-			2,006,193
Gvest Capital View Homes LLC*	09/10/26		5.390	%		24		-			342,936
Gvest Hidden Oaks Homes LLC*	09/10/26		5.330	%		24		-			416,560
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*	01/10/27		5.300	%		36		-			1,294,930
Gvest Sunnyland Homes LLC⁽²⁾*	02/10/27		5.370	%		36		-			-
Gvest Warrenville Homes LLC*	03/10/27		5.590	%		36		1,221,130			-
Total Notes Payable							$	74,662,052		$	50,955,777
Discount Direct Lender Fees								(3,561,671	)		(2,064,294	)
Total Net of Discount							$	71,100,381		$	48,891,483

⁽¹⁾	The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $15,751. This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $258,023 of debt issuance costs related to the new note.
⁽²⁾	The Company entered into and paid off these promissory notes within the nine months ended September 30, 2022.

The notes indicated above are subject to certain financial covenants.

F-17

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Lines of Credit – Variable Interest Entities

Facility	Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance September 30, 2022			Balance December 31, 2021
Occupied Home Facility⁽¹⁾	Gvest Homes I LLC	ARC, Crestview, Maple	01/01/30	8.375%	$	20,000,000	$	2,446,084		$	2,517,620
Multi-Community Rental Home Facility	Gvest Finance LLC	ARC, Golden Isles	Various ⁽³⁾	Greater of 3.25% or Prime, + 375 bps	$	4,000,000	$	1,475,714		$	838,000
Multi-Community Floorplan Home Facility⁽¹⁾⁽²⁾	Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview	Various ⁽³⁾	LIBOR + 6 – 8% based on days outstanding	$	2,000,000	$	1,489,546		$	1,104,255
Springlake Home Facility⁽²⁾	Gvest Finance LLC	Springlake	12/10/26	6.75%	$	3,300,000	$	-		$	1,892,481
Total Lines of Credit - VIEs							$	5,411,344		$	6,352,356
Discount Direct Lender Fees							$	(141,061	)	$	(151,749	)
Total Net of Discount							$	5,270,283		$	6,200,607

(1)

During the nine months ended September 30, 2022, the Company drew down $19,145 related to the Occupied Home Facility and $1,251,321 related to the Multi-Community Floorplan Home Facility and $693,881 was transferred from the Multi-Community Floorplan Home Facility to the Multi-Community Rental Home Facility as the homes became occupied as rental units.

(2)

Payments on the Multi-Community Floorplan Home Facility advances are interest only until each advance is paid off or transferred to the Multi-Community Rental Home Facility and payments on the Springlake Home Facility are interest only for the first six months. During the first quarter of 2022, the Company drew down $596,563 related to the Springlake Home Facility and used the proceeds to pay down the same amount on the Multi-Community Floorplan Home Facility so that all homes at Springlake were financed by one lender. During the nine months ended September 30, 2022, in connection with KeyBank refinancing, the Company repaid the outstanding balance of this facility on behalf of Gvest Finance LLC.

(3)	The maturity date of the of the Multi-Community Floorplan Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms.

The agreements for each of the above line of credit facilities require the maintenance of certain financial ratios or other affirmative and negative covenants. All the above line of credit facilities are guaranteed by Raymond M. Gee.

F-18

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Metrolina Promissory Note

On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC (“Metrolina”), a significant stockholder, in the principal amount of $1,500,000. As of December 31, 2021, the balance on this note was $1,500,000. On September 2, 2022, the Company repaid the full outstanding balance of the loan with proceeds from the KeyBank portfolio refinance. The note bore interest at a rate of 18% per annum and was set to mature on April 1, 2023. The note was guaranteed by Raymond M. Gee. During the nine months ended September 30, 2022 and 2021, interest expense totaled $181,233 and $0, respectively. During the three months ended September 30, 2022 and 2021, interest expense totaled $47,342 and $0, respectively.

Raymond M. Gee Promissory Note

On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until it was cancelled in December 2021. As of September 30, 2022 and December 31, 2021, there was no outstanding balance on the note.

Gvest Revolving Promissory Note

On December 27, 2021, the Company issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. As of December 31, 2021, the outstanding balance on this note was $150,000. On September 9, 2022, the Company paid off the full balance with proceeds from the KeyBank portfolio refinance. During the period while the note was outstanding, the maximum credit limit on this note was increased to $2,000,000 and the Company borrowed an aggregate of $2,700,000. This note had a five-year term and was interest-only based on a 15% annual rate through the maturity date and was unsecured. During the nine months ended September 30, 2022 and 2021, interest expense totaled $87,542 and $0, respectively. During the three months ended September 30, 2022 and 2021, interest expense totaled $59,167 and $0, respectively.

NAV Real Estate LLC Promissory Note

On June 29, 2022, the Company issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse, pursuant to which the Company may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $2,000,000. As of September 30, 2022, the outstanding principal balance on this note was $2,000,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date and is unsecured. During the three and nine months ended September 30, 2022, interest expense totaled $76,667 and $77,500, respectively.

Maturities of Long-Term Obligations for Five Years and Beyond

The minimum annual principal payments of notes payable at September 30, 2022 by fiscal year were:

2022		41,147
2023		367,130
2024		1,751,244
2025		3,362,574
2026		454,742
Thereafter		76,096,560
Total minimum principal payments	$	82,073,396

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results.

F-19

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.

Series A Cumulative Convertible Preferred Stock

On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock and Series C Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the nine months ended September 30, 2022 and 2021, the Company paid dividends of $282,778 and $290,561, respectively.

Liquidation Preference. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the nine months ended September 30, 2022 and 2021, the Company recorded a put option value accretion of $353,472 and $354,396, respectively.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.

As of September 30, 2022 and December 31, 2021, there were 1,866,000 and 1,886,000 shares of Series A Preferred Stock issued and outstanding, respectively. As of September 30, 2022, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,665,000 and accretion of put options totaling $1,464,145. As of December 31, 2021, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,715,000 and accretion of put options totaling $1,126,771.

F-20

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Series B Cumulative Redeemable Preferred Stock

On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions:

Ranking. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock and Series C Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the nine months ended September 30, 2022 and 2021, the Company paid dividends of $455,355 and $427,517, respectively.

Liquidation Preference. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. During the nine months ended September 30, 2022 and 2021, the Company recorded a put option value accretion of $527,980 and $554,780, respectively.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

F-21

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended, for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock.

This offering terminated on March 30, 2021 thus, the Company sold no shares of Series B Preferred Stock during the nine months ended September 30, 2022. During the nine months ended September 30, 2021, the Company sold an aggregate of 117,297 shares of Series B Preferred Stock for total gross proceeds of $1,172,970. After deducting a placement fee and other expenses, the Company received net proceeds of $1,087,485.

As of September 30, 2022, there were 747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,079,716 and accretion of put options totaling $1,860,898. As of December 31, 2021, there were 758,551 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,185,716 and accretion of put options totaling $1,332,878.

Series C Cumulative Redeemable Preferred Stock

On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the nine months ended September 30, 2022, the Company paid dividends of $484,521. Due to timing of payments, accrued dividends of $112,695 is presented in accrued liabilities on the balance sheet as of September 30, 2022.

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

F-22

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

●

11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

●

8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

●

5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

●

after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4^th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

Mandatory Redemption by the Company. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4^th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

Voting Rights. The Series C Preferred Stock has no voting rights.

No Conversion Right. The Series C Preferred Stock is not convertible into shares of Common Stock.

In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.

On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.

During the nine months ended September 30, 2022, the Company sold an aggregate of 10,260 shares of Series C Preferred Stock for total gross proceeds of $10,253,917. After deducting a placement fee and other expenses, the Company received net proceeds of $9,573,085.

As of September 30, 2022 there were 15,994 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $15,988,317 net of total unamortized debt issuance costs of $1,099,951.

As of December 31, 2021, there were 5,734 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $5,734,400 net of total unamortized debt issuance costs of $520,030.

F-23

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Common Stock

The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of September 30, 2022 and December 31, 2021, there were 12,478,012 and 12,403,680 shares of Common Stock issued and outstanding, respectively.

Stock Issued for Cash

During the nine months ended September 30, 2022, the Company issued 74,332 shares of Common Stock upon employee exercise of stock options for total exercise price of $743.

During the nine months ended September 30, 2021, the Company issued 5,100 shares of Common Stock, valued at $1,377, to early investors in the prior Regulation A offering.

Equity Incentive Plan

In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of September 30, 2022, there were 503,842 shares granted and 496,158 shares remaining available under the Plan. The Company has issued options to directors, officers, and employees under the Plan.

During the nine months ended September 30, 2022 and 2021, the Company issued 145,000 and 50,000 options and recorded stock option expense of $105,884 and $38,033, respectively. The aggregate fair value of the options issued during the nine months ended September 30, 2022 was $570,221. The vesting schedule for 100,000 options issued to an officer in April 2022 is as follows: one third vest after one year, and two thirds vest in equal installments over the succeeding two-year period. The vesting schedule for the other 45,000 options issued during the nine months ended 2022 is as follows: one third vest immediately, and two thirds vest in equal annual installments over the succeeding two-year period. All options were granted at a price of $0.01 per share, which represents a price that may be deemed to be below the market value per share of the Company’s common stock as defined by the Plan.

The following table summarizes the stock options outstanding as of September 30, 2022:

	Number of options			Weighted average exercise price (per share)			Weighted average remaining contractual term (in years)
Outstanding at December 31, 2021		706,175		$	0.01			6.6
Granted		145,000			0.01			9.5
Exercised		(78,333	)		(0.01	)		(6.2	)
Forfeited / cancelled / expired		(269,000	)		(0.01	)		(5.9	)
Outstanding at September 30, 2022		503,842			0.01			6.8
Exercisable at September 30, 2022		357,175			0.01			5.7

As of September 30, 2022, there were 503,842 “in-the-money” options with an aggregate intrinsic value of $851,493. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on September 30, 2022.

F-24

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

The following table summarizes information concerning options outstanding as of September 30, 2022.

Strike Price Range ($)		Outstanding stock options		Weighted average remaining contractual term (in years)		Weighted average outstanding strike price		Vested stock options		Weighted average vested strike price
$	0.01		288,675		5.2	$	0.01		288,675	$	0.01
$	0.01		28,500		7.3	$	0.01		28,500	$	0.01
$	0.01		50,000		8.3	$	0.01		33,333	$	0.01
$	0.01		136,667		9.5	$	0.01		6,667	$	0.01

The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.

Stock option assumptions	September 30, 2022	September 30, 2021
Risk-free interest rate	1.40-2.84%	0.26-1.40%
Expected dividend yield	0.00%	0.00%
Expected volatility	237.85-249.77%	16.03-273.98%
Expected life of options (in years)	6.5-7	6.5

NOTE 8 – RELATED PARTY TRANSACTIONS

See Note 5 for information regarding the promissory notes issued to Metrolina, a significant stockholder, the revolving promissory note issued to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and the revolving promissory note issued to NAV Real Estate, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse.

In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the nine months ended September 30, 2022 and 2021, the Company paid $108,000 of rent expense to 136 Main Street LLC. During the three months ended September 30, 2022 and 2021, the Company paid $36,000 of rent expense to 136 Main Street LLC.

During the nine months ended September 30, 2022, Raymond M. Gee received fees totaling $1,080,000 for his personal guaranty on certain promissory notes relating to the acquisition and refinancing of mobile home communities owned by the Company, including $250,000 in relation to the Asheboro and Morganton acquisitions which were accrued for at December 31, 2021 and paid in January 2022. The Company also accrued $1,000,000 guaranty fee owed to Raymond M. Gee during the nine months ended September 30, 2022 for his personal guaranty of the KeyBank $62 million portfolio refinance made up of several loans discussed in Note 5 to be paid at a later date. During the nine months ended September 30, 2021, Mr. Gee received $400,000 for his personal guaranties on four promissory notes relating to the acquisitions of the assets acquired by the Company at our Anderson, Capital View, and Hidden Oaks Communities.

During the nine months ended September 30, 2022, the Company entered into a consulting agreement with Gvest Real Estate Capital, LLC for development consulting and management services related to several upcoming mobile home community development projects at the Sunnyland and Raeford properties and assistance with major capital improvement projects at existing communities. The consulting agreement is $8,000 per month and is on a month-to-month term. During the nine months ended September 30, 2022, the Company paid $8,000 for development consulting services to Gvest Real Estate Capital LLC.

During the nine months ended September 30, 2022, the Company entered into a consulting agreement with Two Oaks Capital LLC, and entity whose sole owner is John Gee, a director of the Company and son of Raymond M. Gee, for consulting services related to the KeyBank Refinance totaling $32,000.

During the nine months ended September 30, 2022, the Company entered into an agreement with Gvest Capital LLC, an entity whose sole owner is Raymond M. Gee, and its employee Michael P. Kelly, a significant beneficial stockholder, whereby the Company pays a fee per completed acquisition and a monthly retainer fee to Mr. Kelly for legal services in connection with acquisitions and other operating matters. During the three and nine months ended September 30, 2022, the company paid Mr. Kelly $35,000 and $55,000, respectively.

See Note 2 for information regarding related party VIEs.

F-25

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 9 – SUBSEQUENT EVENTS

Additional Closings of Regulation A Offering

Subsequent to September 30, 2022, the Company sold an aggregate of 2,294 shares of Series C Preferred Stock in additional closings of this offering for total gross proceeds of $2,291,580. After deducting a placement fee, the Company received net proceeds of approximately $2,140,701.

Glynn Acres Acquisition

On July 12, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with an individual for the purchase of a manufactured housing community located in Brunswick, Georgia, consisting of 21 sites and 21 homes on approximately 2.9 acres for a total purchase price of $1,125,000. On September 27, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Glynn Acres MHP LLC, an entity wholly owned by the Company, pursuant to an assignment of purchase and sale agreement. On October 7, 2022, closing of the purchase agreement was completed and Glynn Acres MHP LLC purchased the land, land improvements, and buildings, further expanding the Company’s presence in the Brunswick market. Proforma financial information is included in the unaudited proforma combined results of operations in Note 4.

In connection with the closing of the property, on October 7, 2022, Glynn Acres MHP LLC entered into a loan agreement with the sellers, a third-party, for a loan in the principal amount of $900,000 and issued a promissory note to the lenders for the same amount.

Interest on the disbursed and unpaid principal balance accrues from the date funds are first disbursed at a rate of 6.00% per annum, interest only until maturity on November 1, 2042. Payments of $6,448 will begin on December 1, 2022 and continue the 1^st of every month until maturity. Glynn Acres MHP LLC may prepay the note in part or in full during the first 60 months of the loan term subject to a penalty of 3% of the outstanding loan balance or afterwards without penalty.

The note is secured by a first priority security interest in the property. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

Stock Options Exercise

On October 4, 2022, the Company issued 15,000 common shares to a former employee upon exercise of stock options pursuant to the Stock Compensation Plan administered by the Compensation Committee.

Wake Forest Portfolio Acquisition

On June 24, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with two individuals for the purchase of 100% membership interests in MACRAL Properties LLC and Ron-Ran Enterprises LLC, two North Carolina limited liability companies that own two manufactured housing communities located in Wake Forest, North Carolina, a part of the Raleigh metropolitan area, for a total purchase price of $4,500,000. The two communities consist of 72 sites and 54 homes on approximately 43 acres.

On November 11, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Wake Forest 2 MHP LLC and Gvest Wake Forest 2 Homes LLC pursuant to an assignment of purchase and sale agreement. On November 14, 2022, closing of the purchase agreement was completed and Wake Forest 2 MHP LLC purchased the membership interests. Proforma financial information is included in the unaudited proforma combined results of operations in Note 4.

In connection with the closing of the property, on November 14, 2022, MACRAL Properties LLC, Ron-Ran Enterprises LLC, and Gvest Wake Forest 2 Homes LLC, entered into a loan agreement with Vanderbilt Mortgage and Finance for a loan in the principal amount of $3,600,000 and issued a promissory note to the lender for the same amount.

Interest on the disbursed and unpaid principal balance accrues from the date funds are first disbursed at a rate of 7.39% per annum. Interest only payments will begin on January 10, 2023 and continue the 10^th of every month until December 10, 2025 and thereafter amortize over three hundred and sixty consecutive monthly installments of principal and interest through November 10, 2027. The note matures on December 10, 2027 at which point all accrued but unpaid interest and outstanding principal balance is due. The note may be prepaid in part or in full during the first 60 months of the loan term subject to a penalty as specified in the loan agreement or thereafter, without penalty.

The note is secured by a first priority security interest in the property. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

F-26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and the “Company” refer to Manufactured Housing Properties Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities, or VIEs.

Special Note Regarding Forward Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

The specific discussions herein about our company include financial projections and future estimates and expectations about our company’s business. The projections, estimates and expectations are presented in this report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management’s own assessment of our business, the industry in which we operate and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Overview

We are a self-administered, self-managed, vertically integrated owner and operator of manufactured housing communities. We earn income from leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities.

We own and operate fifty-two manufactured housing communities containing approximately 2,472 developed sites and 1,324 company-owned, manufactured homes. Our communities are located in Georgia, North Carolina, South Carolina and Tennessee.

As of September 30, 2022, our portfolio of manufactured housing properties consisted of the following:

●

Pecan Grove – a 82 lot, all-age community situated on 10.71 acres and located in Charlotte, North Carolina.

●

Azalea Hills – a 39 lot, all-age community situated on 7.46 acres and located in Gastonia, North Carolina, a suburb of Charlotte, North Carolina.

●

Holly Faye – a 35 lot all-age community situated on 8.01 acres and located in Gastonia, North Carolina, a suburb of Charlotte North Carolina.

●

Lakeview – a 84 lot all-age community situated on 17.26 acres in Spartanburg, South Carolina.

●

Chatham Pines – a 49 lot all-age community situated on 23.57 acres and located in Chapel Hill, North Carolina.

●

Maple Hills – a 74 lot all-age community situated on 21.20 acres and located in Mills River, North Carolina, which is part of the Asheville, North Carolina, Metropolitan Statistical Area.

	●	*Hunt Club Forest* – a 78 lot all-age community situated on 13.02 acres and located in the Columbia, South Carolina metro area.

	●	*B&D* – a 96 lot all-age community situated on 17.75 acres and located in Chester, South Carolina.

	●	*Crestview* – a 113 lot all age community situated on 17.1 acres and located in the Asheville, North Carolina, Metropolitan Statistical Area.

	●	*Springlake* – three all-age communities with 224 lots situated on 72.7 acres and located in Warner Robins, Georgia.

	●	*ARC* – five all-age communities with 180 lots situated on 39.34 acres and located in Lexington, South Carolina.

	●	*Countryside* – a 110 lot all-age community situated on 35 acres and located in Lancaster, North Carolina.

	●	*Evergreen* – a 65 lot all-age community situated on 28.4 acres and located in Dandridge, Tennessee.

	●	*Golden Isles* – a 107 lots all-age community situated on 16.76 acres and located in Brunswick, Georgia.

	●	*Anderson* – ten all-age communities with 178 lots situated on 50 acres and located in Anderson, South Carolina.

	●	*Capital View* – a 32 lot all-age community situated on 9.84 acres and located in Gaston, South Carolina.

	●	*Hidden Oaks* - a 44 lot all-age community situated on 8.96 acres and located in West Columbia, South Carolina.

	●	*North Raleigh –* five all-age communities with 138 lots situated on 135 acres and located in Franklin and Granville Counties, North Carolina.

	●	*Dixie –* a 37 lot all-age community situated on 3.43 acres and located in Kings Mountain, North Carolina.

	●	*Driftwood –* a 26 lot all-age community situated on 34.92 acres and located in Charlotte, North Carolina.

	●	*Meadowbrook –* a 94 lot all-age community situated on 40.1 acres and located in York, South Carolina.

	●	*Morganton* – a 61 lot all-age community situated on 31.29 acres and located in Morganton, North Carolina.

	●	*Asheboro* – a 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina.

	●	*Sunnyland –* a 73 lot all-age community situated on 18.57 acres and an adjacent parcel of 15 acres of undeveloped land both located in Byron, Georgia.

	●	*Warrenville –* two all-age communities with 85 lots situated on 45 acres and located in Warrenville, South Carolina.

	●	*Lake Village (fka Spaulding) –* a 72 lot all-age community situated on 17 acres and located in Brunswick, Georgia.

	●	*Solid Rock –* a 39 lot all-age community situated on 11 acres and located in Leesville, South Carolina.

	●	*Red Fox –* a 51 lot all-age community situated on 9 acres and located in Clyde, North Carolina.

	●	*Statesville –* a 44 lot all age community situated on 12.86 acres and located in Statesville, North Carolina.

	●	*Timberview* – a 55 lot all age community situated on 50 acres and located in Trinity, North Carolina.

	●	*Northview* – a 23 lot all age community situated on 3.75 acres and located in Thomasville, North Carolina.

Manufactured housing communities are residential developments designed and improved for the placement of detached, single-family manufactured homes that are produced off-site and installed on residential sites within the community. The owner of a manufactured home leases the site on which it is located or the lessee of a manufactured home leases both the home and site on which the home is located.

We believe that manufactured housing is one of the only non-subsidized affordable housing options in the U.S. and that manufactured housing is an economically attractive alternative to traditional single-family and multi-family housing, as it provides a housing alternative that has characteristics of single-family housing (no shared walls, dedicated parking and a yard), yet is more attainable than single-family while being competitively priced to multi-family. Demand for housing affordability continues to increase, but supply of manufactured housing remains virtually static, as there are not many new manufactured housing communities being developed, and many are redeveloped to less affordable options. We are committed to providing this attainable housing option and an improved level of service to our residents, while producing an attractive and risk adjusted return to our investors.

Recent Developments

Additional Closings of Regulation A Offering

Subsequent to September 30, 2022, we sold an aggregate of 2,294 shares of Series C Preferred Stock in additional closings of this offering for total gross proceeds of $2,291,580. After deducting a placement fee, we received net proceeds of approximately $2,140,701.

Glynn Acres Acquisition

On July 12, 2022, MHP Pursuits LLC, our wholly owned subsidiary, entered into a purchase and sale agreement with a third-party for the purchase of a manufactured housing community located in Brunswick, Georgia, consisting of 21 sites and 21 homes on approximately 2.9 acres for a total purchase price of $1,125,000. On September 27, 2022, MHP Pursuits LLC assigned its rights and obligations in the purchase agreement to Glynn Acres MHP LLC, an entity wholly owned by the Company, pursuant to an assignment of purchase and sale agreement. On October 7, 2022, closing of the purchase agreement was completed and Glynn Acres MHP LLC purchased the land, land improvements, and buildings, further expanding the Company’s presence in the Brunswick market. Proforma financial information is included in the unaudited proforma combined results of operations in Note 4 of the notes to condensed consolidated financial statements.

The note is secured by a first priority security interest in the property. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

Wake Forest Portfolio Acquisition

The note is secured by a first priority security interest in the property. The loan agreement and note contain customary financial and other covenants and events of default for a loan of its type.

Impact of Coronavirus Pandemic

Some states and cities, including some where the Company’s properties are located, reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and is what capacity, as well as guidance in response to the pandemic and the need to contain it.

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, our business would be materially affected.

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

Results of Operations

Comparison of Three Months Ended September 30, 2022 and 2021

The following table sets forth key components of our results of operations during the three months ended September 30, 2022 and 2021, both in dollars and as a percentage of our revenues.

	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	3,697,558			99.50	%		2,250,169			99.60	%
Gross revenues from home sales		18,570			0.50	%		9,000			0.40	%
Total revenues		3,716,128			100.00	%		2,259,169			100.00	%
Community operating expenses
Repair and maintenance		287,686			7.74	%		177,878			7.87	%
Real estate taxes		186,358			5.01	%		97,328			4.31	%
Utilities		259,758			6.99	%		189,022			8.37	%
Insurance		87,044			2.34	%		35,315			1.56	%
General and administrative expense		510,036			13.72	%		218,830			9.69	%
Total community operating expenses		1,330,882			35.81	%		718,373			31.80	%
Corporate payroll and overhead		1,519,271			40.88	%		580,109			25.68	%
Depreciation expense		898,963			24.19	%		507,493			22.46	%
Interest expense		1,506,290			40.53	%		546,065			24.17	%
Refinancing costs		3,604,671			97.00	%		-			-
Cost of home sales		22,676			0.61	%		-			-
Total expenses		8,882,753			239.03	%		2,352,040			104.11	%
Other income		500			0.01	%		-			-	%
Net loss	$	(5,166,125	)		(139.02	)%		(92,871	)		(4.11	)%
Variable interest entity share of net loss		(376,105	)		(10.12	)%		(516,506	)		(22.86	)%
Net income (loss) attributable to our company	$	(4,790,020	)		(128.90	)%		423,635			18.75	%
Preferred stock dividends and put option value accretion		523,161			14.08	%		557,580			24.68	%
Net loss attributable to common stockholders	$	(5,313,181	)		(142.98	)%		(133,945	)		(5.93	)%

Revenues. For the three months ended September 30, 2022, we earned total revenues of $3,716,128, as compared to $2,259,169 for the three months ended September 30, 2021, an increase of $1,456,959, or 64.49%. The increase in revenues between the periods was primarily due to $1,060,338 of rental income from the acquisition of twenty-two manufactured housing communities during and subsequent to September 2021. The remaining increase was due to occupancy and rental rate increases.

Community Operating Expenses. For the three months ended September 30, 2022, we incurred total community operating expenses of $1,330,882, as compared to $718,373 for the three months ended September 30, 2021, an increase of $612,509, or 85.26%. The increase in community operating expenses was primarily due to $387,757 of additional expenses associated with the twenty-two properties acquired during and subsequent to September 2021, including additional repairs and maintenance, insurance, utilities, and real estate tax expenses and additional payroll as we hired additional on-site maintenance staff at several of our new parks to increase efficiencies and decrease contract labor costs.

Corporate Payroll and Overhead Expenses. For the three months ended September 30, 2022, we incurred corporate payroll and overhead expenses of $1,519,271, as compared to $580,109 for the three months ended September 30, 2021, an increase of $939,162, or 161.89%. This increase was primarily due to increased payroll including corporate salaries and benefits expense of $330,770 due to hiring additional personnel to support our future growth, $154,000 of additional legal and accounting expense accruals, and approximately $100,000 of pursuit costs written off during the quarter related to an acquisition that the Company abandoned based on late-stage due diligence findings. Additionally, during the three months ended September 30, 2022, we accrued $225,000 for employee year-end bonuses, as compared to no accrual during the three months ended September 30, 2021.

Depreciation Expense. For the three months ended September 30, 2022, we recorded depreciation of our assets totaling $898,963, as compared to $507,493 for the three months ended September 30, 2021, an increase of $391,470, or 77.14%. The increase in depreciation was driven by approximately $327,000 related to assets in twenty-two manufactured housing communities that were acquired during and subsequent to September 2021. The remaining increase was due to depreciation of capital improvement projects completed subsequent to September 30, 2021, such as home renovations and new home installations.

Interest Expense. For the three months ended September 30, 2022, we incurred interest expense of $1,506,290, as compared to $546,065 for the three months ended September 30, 2021, an increase of $960,225, or 175.84%. The increase was primarily due to $379,079 of interest on additional debt incurred to acquire new properties and new homes during and subsequent to September 2021, $183,175 of interest on related party debt issued subsequent to September 30, 2021, and an increase of $217,291 in dividends paid to series C preferred stockholders, which are included in interest expense given the liability treatment of the mandatorily redeemable Series C Cumulative Redeemable Preferred Stock.

Refinancing Costs. For the three months ended September 30, 2022, we incurred refinancing costs of $3,604,671, as compared to $0 for the three months ended September 30, 2021, an increase of 100% caused by a non-recurring major portfolio refinance through KeyBank National Association and Fannie Mae, which refinanced most of the outstanding debt in our portfolio for a total new principal balance of $62,000,000. We incurred refinancing expense of $3,604,672 in connection with the debt we extinguished including write-off of net unamortized debt issuance costs totaling $2,203,841, prepayment penalties of $1,385,596, and other fees of $15,234.

Net Loss. The factors described above resulted in a net loss of $5,166,125 for the three months ended September 30, 2022, as compared to $92,871 for the three months ended September 30, 2021, an increase of $5,073,254, or 5,462.69%, predominately driven by non-recurring refinance costs.

Comparison of Nine Months Ended September 30, 2022 and 2021

The following table sets forth key components of our results of operations during the nine months ended September 30, 2022 and 2021, both in dollars and as a percentage of our revenues.

	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	10,021,357			98.81	%		5,690,227			98.71	%
Gross revenues from home sales		121,164			1.19	%		74,244			1.29	%
Total revenues		10,142,521			100.00	%		5,764,471			100.00	%
Community operating expenses
Repair and maintenance		803,505			7.92	%		401,068			6.96	%
Real estate taxes		584,280			5.76	%		296,568			5.14	%
Utilities		735,638			7.25	%		488,334			8.47	%
Insurance		226,341			2.23	%		103,712			1.80	%
General and administrative expense		1,291,276			12.73	%		522,952			9.07	%
Total community operating expenses		3,641,040			35.90	%		1,812,634			31.44	%
Corporate payroll and overhead		3,683,267			36.32	%		1,744,576			30.26	%
Depreciation expense		2,477,642			24.43	%		1,411,158			24.48	%
Interest expense		3,843,031			37.89	%		1,439,419			24.97	%
Refinancing costs		3,620,422			35.70	%		16,675			0.29	%
Cost of home sales		177,410			1.75	%		-			-
Total expenses		17,442,812			171.98	%		6,424,462			111.45	%
Other Income		500			-			139,300			2.42	%
Net loss	$	(7,299,791	)		(71.97	)%		(520,691	)		(9.03	)%
Variable interest entity share of net loss		(786,590	)		(7.76	)%		(343,073	)		(5.95	)%
Net loss attributable to our company	$	(6,513,201	)		(64.22	)%		(177,618	)		(3.08	)%
Preferred stock dividends and put option value accretion		1,619,585			15.97	%		1,627,254			28.23	%
Net loss attributable to common stockholders	$	(8,132,786	)		(80.19	)%		(1,804,872	)		(31.31	)%

Revenues. For the nine months ended September 30, 2022, we earned total revenues of $10,142,521, as compared to $5,764,471 for the nine months ended September 30, 2021, an increase of $4,378,050, or 75.95%. The increase in revenues between the periods was primarily due to $2,411,928 of rental income from the acquisition of twenty manufactured housing communities subsequent to September 30, 2021, an increase of $1,451,175 from nine full months of rental income from thirteen communities acquired during the nine months ended September 30, 2021 and increased gross revenues from home sales of $46,920. The remaining increase was due to occupancy and rental rate increases.

Community Operating Expenses. For the nine months ended September 30, 2022, we incurred total community operating expenses of $3,641,040, as compared to $1,812,634 for the nine months ended September 30, 2021, an increase of $1,828,406, or 100.87%. The increase in community operating expenses was primarily due to additional expenses of $1,417,792 associated with the thirty-three properties acquired during 2021 and 2022, including additional repairs and maintenance, insurance, utilities, and real estate tax expenses and we hired additional on-site maintenance staff at several of our new parks to increase efficiencies and decrease contract labor costs.

Corporate Payroll and Overhead Expenses. For the nine months ended September 30, 2022, we incurred corporate payroll and overhead expenses of $3,683,267, as compared to $1,744,576 for the nine months ended September 30, 2021, an increase of $1,938,691, or 111.13%. This increase was primarily due to increased payroll related expenses including corporate salaries and benefits expense of $766,730, one-time bonuses and recruiter service fees of $119,000 related to new hires and one-time separation payments of approximately $226,000, and an increase in stock compensation expense of $67,850 due to issuance of stock options to officers hired to support our growth. Additionally, during the nine months ended September 30, 2022, we accrued $225,000 for employee year-end bonuses, as compared to no accrual during the nine months ended September 30, 2021. The increase in corporate overhead expenses was also due to approximately $120,000 of additional marketing and travel expenses and $152,000 of pursuit costs written off during 2022 in relation to abandoned potential acquisitions and development deals.

Depreciation Expense. For the nine months ended September 30, 2022, we recorded depreciation expense of $2,477,642, as compared to $1,411,158 for the nine months ended September 30, 2021, an increase of $1,066,484, or 75.58%. The increase in depreciation was driven by approximately $970,000 of additional deprecation related to the assets acquired in thirty-three manufactured housing communities during 2021 and 2022. The remaining increase was due to depreciation of capital improvement projects completed subsequent to September 30, 2021, such as home renovations and new home installations.

Interest Expense. For the nine months ended September 30, 2022, we incurred interest expense of $3,843,031, as compared to $1,439,419 for the nine months ended September 30, 2021, an increase of $2,403,612, or 166.98%. The increase was primarily due to $813,059 of interest on additional debt incurred to acquire new properties and new homes during or subsequent to September 2021, $346,274 of interest on related party debt added subsequent to September 30, 2021, an increase in amortization of debt issuance costs of $335,824, and an increase of $548,213 in dividends to series C preferred stockholders, which are included in interest expense given the liability treatment of the mandatorily redeemable Series C Cumulative Redeemable Preferred Stock.

Refinancing Costs. For the nine months ended September 30, 2022, we incurred refinancing costs of $3,620,422, as compared to $16,675 for the three months ended September 30, 2021, an increase of $3,603,747 primarily driven by a non-recurring major portfolio refinance on September 1, 2022 through KeyBank National Association and Fannie Mae, which refinanced most of the outstanding debt in our portfolio for a total new principal balance of $62,000,000. We incurred refinancing expense of $3,604,672 in connection with the debt we extinguished including write-off of net unamortized debt issuance costs totaling $2,203,841, prepayment penalties of $1,385,596, and other fees of $15,235.

Other Income. For the nine months ended September 30, 2022, we earned other income of $500 miscellaneous non-operating fees compared to $139,300 other income recognized for the nine months ended September 30, 2021 upon the forgiveness of our Paycheck Protection Program loan by the Small Business Administration in June 2021.

Net Loss. The factors described above resulted in a net loss of $7,299,791 for the nine months ended September 30, 2022, as compared to $520,691 for the nine months ended September 30, 2021, an increase of $6,779,100, or 1,301.94%, predominately driven by non-recurring refinancing costs.

Liquidity and Capital Resources

The Company’s main liquidity demands have been and are expected to continue to include distributions to the Company’s preferred stockholders, acquisitions, capital improvements including renovations of company owned manufactured homes and development and expansion of communities, debt service, and expenses relating to rental real estate operations. Our business plan includes acquiring communities that yield more than our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. We intend to continue to increase our real estate investments. The growth of our real estate portfolio depends on the availability of suitable properties which meet our investment criteria and appropriate financing, which includes our ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that we will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all. To the extent that funds or appropriate communities are not available, fewer acquisitions will be made.

As of September 30, 2022, we held cash and cash equivalents of $1,896,839 and restricted cash of $5,018,079. We believe that our current available cash along with anticipated revenues is sufficient to meet our cash needs for the near future. We plan to meet our short-term liquidity requirements for the next twelve months, generally through available cash, cash provided by operating activities, and with funds available to us under the existing two $2 million revolving promissory notes from our officers, described below. Proceeds from the KeyBank portfolio refinance completed during the third quarter of 2022 were used to pay off debt attached to a significant percentage of our company owned manufactured homes which are now unencumbered and can be sold for additional cash flow, if needed.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for the period indicated:

Cash Flow

	Nine Months Ended September 30,
	2022			2021
Net cash provided by (used in) operating activities	$	(1,853	)		2,669,208
Net cash used in investing activities		(8,958,612	)		(3,793,545	)
Net cash provided by financing activities		13,769,054			1,337,742
Net increase in cash, cash equivalent and restricted cash		4,808,589			213,405
Cash, cash equivalents and restricted cash at beginning of period		2,106,329			1,988,857
Cash, cash equivalents and restricted cash at end of period	$	6,914,918			2,202,262

Net cash used in operating activities was $1,853 for the nine months ended September 30, 2022, as compared to $2,669,208 net cash provided by operating activities for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, the net loss of $7,299,791 offset in part by non-cash depreciation expense of $2,477,642, and write-off of net unamortized debt issuance costs totaling $2,219,591 upon refinance were primary drivers of the net cash used in operating activities. Additionally, prepayment penalties and other fees of $1,400,831 paid to old lenders upon refinance of the majority of our loans that is included in net loss is added back to net loss to present as a financing activity. For the nine months ended September 30, 2021, the net loss of $520,691 and debt extinguishment of $139,300, offset by depreciation in the amount of $1,411,158, a decrease in other assets of $1,259,065, and an increase in tenant security deposits of $202,468, were the primary drivers of the net cash provided by operating activities.

Net cash used in investing activities was $8,958,612 for the nine months ended September 30, 2022, as compared to $3,793,545 for the nine months ended September 30, 2021. Net cash used in investing activities for the nine months ended September 30, 2022 consisted of purchases of investment properties in the amount of $6,444,135, capital improvements of $1,872,803, payment of related acquisition costs of $471,096 and advanced pursuit costs and deposits for potential deals of $291,742, offset by proceeds received from sale of homes of $121,164. Net cash used in investing activities for the nine months ended September 30, 2021 consisted of purchase of investment properties of $2,390,000, capital improvements of $1,317,405, and payment of acquisition costs totaling $160,384, offset by proceeds received from sale of homes of $74,244.

Net cash provided by financing activities was $13,769,054 for the nine months ended September 30, 2022, as compared to $1,337,742 for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, net cash provided by financing activities consisted primarily of proceeds received from refinanced notes payable and lines of credit of $66,071,563, proceeds from issuance of preferred stock of $10,253,917, , proceeds from related party debt of $4,700,000, offset by repayment of notes payable upon refinance of $52,774,774, repayment of VIE lines of credit upon refinance of $3,085,607, repayment of related party debt of $4,350,000, repayment of notes payable of $506,656, repayment of VIE lines of credit of $147,144, payment of mortgage costs and financing costs recorded as debt discount of $3,956,743, payment of prepayment penalties totaling $1,400,831 to old lenders upon refinance of the majority of loans in our portfolio, preferred stock dividends of $728,355. For the nine months ended September 30, 2021, net cash provided by financing activities consisted primarily of proceeds from the issuance of preferred stock of $3,519,484, offset by preferred share dividends of $718,078, repayment of notes payable $458,844, and payment of mortgage costs recorded as debt discount of $927,191.

Regulation A Offering

On June 11, 2021, we launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which we are offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47 million.

Promissory Notes

On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, promissory note issued to Metrolina Loan Holdings, LLC for $1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company recognized refinancing expense of $3,604,672 in connection with the debt we extinguished including write-off of net unamortized debt issuance costs totaling $2,203,841, prepayment penalties of $1,385,596, and other fees of $15,234. The new loans with KeyBank are interest-only at 4.87% for the first 60 months of the term with principal and interest payments continuing thereafter until maturity on September 1, 2032. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

As of September 30, 2022, the outstanding principal balance on all third-party promissory notes was $74,662,052. The following are the terms of these notes:

	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance September 30, 2022			Balance December 31, 2021
Pecan Grove MHP LLC	02/22/29		5.250	%		-	$	-		$	2,969,250
Pecan Grove MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,489,000			-
Azalea MHP LLC	03/01/29		5.400	%		-		-			790,481
Azalea MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,830,000			-
Holly Faye MHP LLC	03/01/29		5.400	%		-		-			579,825
Holly Faye MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,608,000			-
Chatham MHP LLC	04/01/24		5.875	%		-		-			1,698,800
Chatham MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,263,000			-
Lakeview MHP LLC	03/01/29		5.400	%		-		-			1,805,569
Lakeview MHP LLC - KeyBank*	09/01/32		4.870	%		60		3,229,000			-
B&D MHP LLC	05/02/29		5.500	%		-		-			1,779,439
B&D MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,887,000			-
Hunt Club MHP LLC	01/01/33		3.430	%		-		-			2,398,689
Hunt Club MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,756,000			-
Crestview MHP LLC	12/31/30		3.250	%		-		-			4,682,508
Crestview MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,625,000			-
Maple Hills MHP LLC	12/01/30		3.250	%		-		-			2,341,254
Maple Hills MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,570,000			-
Springlake MHP LLC*	12/10/26		4.750	%		12		-			4,016,250
Springlake MHP LLC - KeyBank*	09/01/32		4.870	%		60		6,590,000			-
ARC MHP LLC	01/01/30		5.500	%		-		-			3,809,742
ARC MHP LLC - KeyBank*	09/01/32		4.870	%		60		3,687,000			-
Countryside MHP LLC	03/20/50		5.500	%		12		-			1,684,100
Countryside MHP LLC - KeyBank*	09/01/32		4.870	%		60		4,343,000			-
Evergreen MHP LLC	04/01/32		3.990	%		-		-			1,115,261
Evergreen MHP LLC - KeyBank*	09/01/32		4.870	%		60		2,604,000			-
Golden Isles MHP LLC	03/31/26		4.000	%		60		-			787,500
Golden Isles MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,987,000			-
Anderson MHP LLC*	07/10/26		5.210	%		24		-			2,153,807
Anderson MHP LLC - KeyBank*	09/01/32		4.870	%		60		5,118,000			-
Capital View MHP LLC*	09/10/26		5.390	%		24		-			817,064
Capital View MHP LLC - KeyBank*	09/01/32		4.870	%		60		829,000			-
Hidden Oaks MHP LLC*	09/10/26		5.330	%		24		-			823,440
Hidden Oaks MHP LLC - KeyBank*	09/01/32		4.870	%		60		764,000			-
North Raleigh MHP LLC	11/01/26		4.750	%		-		-			5,304,409
North Raleigh MHP LLC - KeyBank*	09/01/32		4.870	%		60		5,279,000			-
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽¹⁾	03/01/22		5.000	%		2		-			1,500,000
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽²⁾*	11/01/28		4.250	%				-			-
Charlotte 3 Park MHP LLC (Dixie) - KeyBank	09/01/32		4.870	%		60		485,000			-
Charlotte 3 Park MHP LLC (Driftwood) - KeyBank*	09/01/32		4.870	%		60		274,000			-
Carolinas 4 MHP LLC (Asheboro, Morganton)*	01/10/27		5.300	%		36		-			3,105,070
Carolinas 4 MHP LLC (Asheboro) - KeyBank*	09/01/32		4.870	%		60		1,374,000			-
Carolinas 4 MHP LLC (Morganton) - KeyBank*	09/01/32		4.870	%		60		1,352,000			-
Sunnyland MHP LLC⁽²⁾*	02/10/27		5.370	%		36		-			-
Sunnyland MHP LLC - KeyBank*	09/01/32		4.870	%		60		1,057,000			-
Warrenville MHP LLC*	03/10/27		5.590	%		36		1,218,870			-
Spaulding MHP LLC	07/22/43		WSJ Prime + 1	%		12		1,600,000			-
Solid Rock MHP LLC	07/07/32		5.000	%		12		925,000			-
Red Fox MHP LLC	08/01/32		5.250	%		24		2,250,000			-
Statesville MHP LLC*	09/13/25		SOFR+2.35	%		36		1,519,925			-
Timberview MHP LLC*	09/13/25		SOFR+2.35	%		36		1,418,075			-
Northview MHP LLC - land (Seller Finance)	09/15/27		6.000	%		60		792,654			-
Statesville, Northview, and Timberview MHP LLC - homes (Seller Finance)	09/15/27		6.000	%		60		407,345			-
Gvest Finance LLC (B&D homes)	05/01/24		5.000	%		-		624,833			657,357
Gvest Finance LLC (Countryside homes)	03/20/50		5.500	%		-		-			1,287,843
Gvest Finance LLC (Golden Isles homes)	03/31/36		4.000	%		180		684,220			787,500
Gvest Anderson Homes LLC*	07/10/26		5.210	%		24		-			2,006,193
Gvest Capital View Homes LLC*	09/10/26		5.390	%		24		-			342,936
Gvest Hidden Oaks Homes LLC*	09/10/26		5.330	%		24		-			416,560
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*	01/10/27		5.300	%		36		-			1,294,930
Gvest Sunnyland Homes LLC⁽²⁾*	02/10/27		5.370	%		36		-			-
Gvest Warrenville Homes LLC*	03/10/27		5.590	%		36		1,221,130			-
Total Notes Payable							$	74,662,052		$	50,955,777
Discount Direct Lender Fees								(3,561,671	)		(2,064,294	)
Total Net of Discount							$	71,100,381		$	48,891,483

⁽¹⁾	The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $15,751. This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $258,023 of debt issuance costs related to the new note.
⁽²⁾	The Company entered into and paid off these promissory notes within the nine months ended September 30, 2022.

*	The notes indicated above are subject to certain financial covenants.

Lines of Credit – Variable Interest Entities

Facility	Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance September 30, 2022			Balance December 31, 2021
Occupied Home Facility⁽¹⁾	Gvest Homes I LLC	ARC, Crestview, Maple	01/01/30	8.375%	$	20,000,000	$	2,446,084		$	2,517,620
Multi-Community Rental Home Facility	Gvest Finance LLC	ARC, Golden Isles	Various ⁽³⁾	Greater of 3.25% or Prime, + 375 bps	$	4,000,000	$	1,475,714		$	838,000
Multi-Community Floorplan Home Facility⁽¹⁾⁽²⁾	Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview	Various ⁽³⁾	LIBOR + 6 – 8% based on days outstanding	$	2,000,000	$	1,489,546		$	1,104,255
Springlake Home Facility⁽²⁾	Gvest Finance LLC	Springlake	12/10/26	6.75%	$	3,300,000	$	-		$	1,892,481
Total Lines of Credit - VIEs							$	5,411,344		$	6,352,356
Discount Direct Lender Fees							$	(141,061	)	$	(151,749	)
Total Net of Discount							$	5,270,283		$	6,200,607

(1)

(2)

(3)	The maturity date of the of the Multi-Community Floorplan Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms.

Metrolina Promissory Note

Raymond M. Gee Promissory Note

Gvest Revolving Promissory Note

On December 27, 2021, the Company issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. As of December 31, 2021, the outstanding balance on this note was $150,000. On September 9, 2022, the Company paid off the full balance of the revolver with proceeds from the KeyBank portfolio refinance. During the period while the note was outstanding, the maximum credit limit on this note was increased to $2,000,000 and the Company borrowed an aggregate of $2,700,000. This note had a five-year term and was interest-only based on a 15% annual rate through the maturity date and was unsecured. During the nine months ended September 30, 2022 and 2021, interest expense totaled $87,542 and $0, respectively. During the three months ended September 30, 2022 and 2021, interest expense totaled $59,167 and $0, respectively.

NAV Real Estate LLC Promissory Note

On June 29, 2022, the Company issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse pursuant to which the Company may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $2,000,000. As of September 30, 2022, the outstanding principal balance on this note was $2,000,000. This note has a five-year term and is interest-only based on an 15% annual rate through the maturity date and is unsecured. During the three and nine months ended September 30, 2022, interest expense totaled $76,667 and $77,500, respectively.

Off-Balance Sheet Arrangements

As of September 30, 2022, we had no off-balance sheet arrangements.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that involve significant judgment and potentially could result in materially different results under different assumptions and conditions. Management believes the following critical accounting policies are affected by our more significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.

Revenue Recognition Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for leases.

Under ASC 842, we must assess on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, we write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

Our revenues primarily consist of rental revenues and other rental related fee income. We have the following revenue sources and revenue recognition policies:

●

Rental revenues include revenues from the leasing land lot or a combination of both, the mobile home and land at our properties to tenants.

●

Revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

●

Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. Our leases are month-to-month.

Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation.

Acquisitions. We account for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. We allocate the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

Variable Interest Entities. In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service but retain 5% of the debt service payment as a reserve.

Investment Property and Depreciation. Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

Impairment Policy. The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three and nine months ended September 30, 2022 and 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2022. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and further referenced below, which, due to employee turnover, we are still in the process of remediating as of September 30, 2022, our disclosure controls and procedures were not effective.

During its evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2022, our management identified the following material weaknesses:

●

We lack proper segregation of duties due to the limited number of employees within the accounting department.

●

We lack effective closing procedures.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

To cure the foregoing material weakness, we have taken or plan to take the following remediation measures:

●

During the quarter ended September 30, 2022, we hired a controller who is a certified public accountant and a new staff accountant who both assist with the functions of the accounting department. These hires have led to more segregation of duties and levels of review in our day-to-day accounting functions, reporting, and closing procedures which historically have been material weaknesses for us in internal controls.

●

We have added and plan to continue to add additional employees to assist in the financial closing procedures.

●

As necessary, we will continue to engage consultants or outside accounting firms to ensure proper accounting for our consolidated financial statements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

Changes in Internal Controls Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the third quarter of fiscal year 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the nine months ended September 30, 2022 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

During the nine months ended September 30, 2022, we did not repurchase any shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the third quarter of fiscal year 2022 but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed on April 19, 2018)

3.2		Certificate of Designation of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 2.2 to the Offering Statement on Form 1-A filed on May 9, 2019)

3.3		Certificate of Designation of Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 5, 2019)

3.4		Amended and Restated Certificate of Designation of Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q filed on November 15, 2021)

3.5		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed on April 19, 2018)

3.6		Amendment No. 1 to Amended and Restated Bylaws of Manufactured Housing Properties Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 21, 2022)

10.1		Agreement for Purchase and Sale of Real Property, dated February 11, 2022, between MHP Pursuits LLC and Harold Allen and Brenda D. Allen (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on August 18, 2022)

10.2		First Amendment to Agreement for Purchase and Sale of Real Property, dated April 24, 2022, between MHP Pursuits LLC and Harold Allen and Brenda D. Allen (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on August 18, 2022)

10.3		Second Amendment to Purchase Agreement, dated May 17, 2022, between MHP Pursuits LLC and Harold Allen and Brenda D. Allen (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on August 18, 2022)

10.4		Third Amendment to Purchase Agreement, dated July 22 2022, between MHP Pursuits LLC and Harold Allen and Brenda D. Allen (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on August 18, 2022)

10.5		Assignment of Purchase and Sale Agreement, dated July 12, 2022, between MHP Pursuits LLC and Red Fox MHP LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on August 18, 2022)

10.6		Business Loan Agreement, dated July 29, 2022, between Red Fox MHP LLC and Charlotte Metro Credit Union (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on August 18, 2022)

10.7		Promissory Note, dated July 29, 2022, between Red Fox MHP LLC and Charlotte Metro Credit Union (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on August 18, 2022)

10.8		Deed of Trust, dated July 29, 2022, between Red Fox MHP LLC and Charlotte Metro Credit Union (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on August 18, 2022)

10.9		Assignment of Rents, dated July 29, 2022, between Red Fox MHP LLC and Charlotte Metro Credit Union (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on August 18, 2022)

10.10		Commercial Guaranty, dated July 29, 2022, between Manufactured Housing Properties Inc and Charlotte Metro Credit Union (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on August 18, 2022)

10.11		Purchase and Sale Agreement, dated February 25, 2022, between MHP Pursuits LLC and K10 Enterprises LLC (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on August 18, 2022)

10.12		First Amendment to Purchase Agreement, dated June 28, 2022, between MHP Pursuits LLC and K10 Enterprises LLC (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed on August 18, 2022)

10.13		Assignment of Purchase and Sale Agreement, dated July 7, 2022, between MHP Pursuits LLC and Solid Rock MHP LLC (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed on August 18, 2022)

10.14		Business Loan Agreement, dated June 30, 2022, between Solid Rock MHP LLC and United Bank (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed on August 18, 2022)

10.15		Commercial Promissory Note, dated June 30, 2022, between Solid Rock MHP LLC and United Bank (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed on August 18, 2022)

10.16		Commercial Real Estate Mortgage, dated June 30, 2022, between Solid Rock MHP LLC and United Bank (incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K filed on August 18, 2022)

10.17		Assignment of Leases and Rents, dated June 30, 2022, between Solid Rock MHP LLC and United Bank (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K filed on August 18, 2022)

10.18*		Business Loan Agreement, dated July 22, 2022, between Spaulding MHP LLC and PrimeSouth Bank

10.19*		Commercial Promissory Note, dated July 22, 2022, between Spaulding MHP LLC and PrimeSouth Bank

10.20*		Commercial Security Agreement, dated July 22, 2022, between Spaulding MHP LLC and PrimeSouth Bank

10.21*		Unlimited Continuing Guaranty, dated July 22, 2022, between Manufactured Housing Properties Inc. and PrimeSouth Bank

10.22*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Anderson MHP LLC and KeyBank National Association

10.23*		Multifamily Note, dated September 1, 2022, between Anderson MHP LLC and KeyBank National Association

10.24*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Anderson MHP LLC and KeyBank National Association

10.25*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.26*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between ARC MHP LLC and KeyBank National Association

10.27*		Multifamily Note, dated September 1, 2022, between ARC MHP LLC and KeyBank National Association

10.28*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between ARC MHP LLC and KeyBank National Association

10.29*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.30*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.31*		Multifamily Note, dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.32*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.33*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.34*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Azalea MHP LLC and KeyBank National Association

10.35*		Multifamily Note, dated September 1, 2022, between Azalea MHP LLC and KeyBank National Association

10.36*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Azalea MHP LLC and KeyBank National Association

10.37*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.38*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between B&D MHP LLC and KeyBank National Association

10.39*		Multifamily Note, dated September 1, 2022, between B&D MHP LLC and KeyBank National Association

10.40*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between B&D MHP LLC and KeyBank National Association

10.41*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.42*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Capital View MHP LLC and KeyBank National Association

10.43*		Multifamily Note, dated September 1, 2022, between Capital View MHP LLC and KeyBank National Association

10.44*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Capital View MHP LLC and KeyBank National Association

10.45*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.46*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Chatham MHP LLC and KeyBank National Association

10.47*		Multifamily Note, dated September 1, 2022, between Chatham MHP LLC and KeyBank National Association

10.48*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Chatham MHP LLC and KeyBank National Association

10.49*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.50*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Countryside MHP LLC and KeyBank National Association

10.51*		Multifamily Note, dated September 1, 2022, between Countryside MHP LLC and KeyBank National Association

10.52*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Countryside MHP LLC and KeyBank National Association

10.53*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.54*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Crestview MHP LLC and KeyBank National Association

10.55*		Multifamily Note, dated September 1, 2022, between Crestview MHP LLC and KeyBank National Association

10.56*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Crestview MHP LLC and KeyBank National Association

10.57*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.58*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.59*		Multifamily Note, dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.60*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.61*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.62*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.63*		Multifamily Note, dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.64*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.65*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.66*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Evergreen MHP LLC and KeyBank National Association

10.67*		Multifamily Note, dated September 1, 2022, between Evergreen MHP LLC and KeyBank National Association

10.68*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Charlotte 3 Park MHP LLC and KeyBank National Association

10.69*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.70*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Golden Isles MHP LLC and KeyBank National Association

10.71*		Multifamily Note, dated September 1, 2022, between Golden Isles MHP LLC and KeyBank National Association

10.72*		Multifamily Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Golden Isles MHP LLC and KeyBank National Association

10.73*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.74*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Hidden Oaks MHP LLC and KeyBank National Association

10.75*		Multifamily Note, dated September 1, 2022, between Hidden Oaks MHP LLC and KeyBank National Association

10.76*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Hidden Oaks MHP LLC and KeyBank National Association

10.77*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.78*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Holly Faye MHP LLC and KeyBank National Association

10.79*		Multifamily Note, dated September 1, 2022, between Holly Faye MHP LLC and KeyBank National Association

10.80*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Holly Faye MHP LLC and KeyBank National Association

10.81*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.82*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Hunt Club MHP LLC and KeyBank National Association

10.83*		Multifamily Note, dated September 1, 2022, between Hunt Club MHP LLC and KeyBank National Association

10.84*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Hunt Club MHP LLC and KeyBank National Association

10.85*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.86*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Lakeview MHP LLC and KeyBank National Association

10.87*		Multifamily Note, dated September 1, 2022, between Lakeview MHP LLC and KeyBank National Association

10.88*		Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Lakeview MHP LLC and KeyBank National Association

10.89*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.90*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Maple Hills MHP LLC and KeyBank National Association

10.91*		Multifamily Note, dated September 1, 2022, between Maple Hills MHP LLC and KeyBank National Association

10.92*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Maple Hills MHP LLC and KeyBank National Association

10.93*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.94*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.95*		Multifamily Note, dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.96*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Carolinas 4 MHP LLC and KeyBank National Association

10.97*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.98*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between North Raleigh MHP LLC and KeyBank National Association

10.99*		Multifamily Note, dated September 1, 2022, between North Raleigh MHP LLC and KeyBank National Association

10.100*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between North Raleigh MHP LLC and KeyBank National Association

10.101*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.102*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Pecan Grove MHP LLC and KeyBank National Association

10.103*		Multifamily Note, dated September 1, 2022, between Pecan Grove MHP LLC and KeyBank National Association

10.104*		Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Pecan Grove MHP LLC and KeyBank National Association

10.105*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.106*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Springlake MHP LLC and KeyBank National Association

10.107*		Multifamily Note, dated September 1, 2022, between Springlake MHP LLC and KeyBank National Association

10.108*		Multifamily Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Springlake MHP LLC and KeyBank National Association

10.109*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.110*		Multifamily Loan and Security Agreement (Non-Recourse), dated September 1, 2022, between Sunnyland MHP LLC and KeyBank National Association

10.111*		Multifamily Note, dated September 1, 2022, between Sunnyland MHP LLC and KeyBank National Association

10.112*		Multifamily Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated September 1, 2022, between Sunnyland MHP LLC and KeyBank National Association

10.113*		Guaranty of Non-Recourse Obligations, dated September 1, 2022, between Manufactured Housing Properties Inc, Raymond M. Gee and KeyBank National Association

10.114*		Purchase and Sale Agreement, dated May 17, 2022, between MHP Pursuits LLC and Statesville Estates MHC LLC, North Side MHC LLC, Timber View LLC

10.115*		First Amendment to Purchase and Sale Agreement, dated August 26, 2022, between MHP Pursuits LLC and Statesville Estates MHC LLC, North Side MHC LLC, Timber View LLC

10.116*		Assignment of Purchase and Sale Agreement, dated August 31, 2022, between MHP Pursuits LLC and Northview MHP LLC, Timberview MHP LLC, and Statesville MHP LLC

10.117*		Agreement with Respect to Home and Homesite Rents, dates September 14, 2022, between Statesville MHP LLC and MHP Home Holdings LLC

10.118*		Agreement with Respect to Home and Homesite Rents, dates September 14, 2022, between Timberview MHP LLC and MHP Home Holdings LLC

10.119*		Interim Loan Agreement, dated September 14, 2022, between Timberview MHP LLC and Statesville MHP LLC and KeyBank National Association

10.120*		Promissory Note, dated September 14, 2022, between Timberview MHP LLC and Statesville MHP LLC and KeyBank National Association

10.121*		Deed of Trust, Assignment of Leases and Rents, Assignment of Contracts, Security Agreement, and Fixture Filing, dated September 14, 2022, between Statesville MHP LLC and KeyBank National Association

10.122*		Deed of Trust, Assignment of Leases and Rents, Assignment of Contracts, Security Agreement, and Fixture Filing, dated September 14, 2022, between Timberview MHP LLC and KeyBank National Association

10.123*		Limited Recourse Guaranty, dated September 14, 2022, between Raymond Gee, Manufactured Housing Properties Inc, and KeyBank National Association

10.124*		Promissory Note, dated September 14, 2022, between Northview MHP LLC and North Side MHC LLC

10.125*		Security Agreement, dated September 14, 2022, between MHP Home Holdings LLC and North Side MHC LLC

10.126*		North Carolina Deed of Trust, dated September 14, 2022, between Northview MHP LLC and North Side MHC LLC

10.127*		Guaranty, dated September 14, 2022, between Manufactured Housing Properties Inc. and North Side MHC LLC

31.1*		Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2022	MANUFACTURED HOUSING PROPERTIES INC.

	/s/ Raymond M. Gee
	Name:	Raymond M. Gee
	Title:	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Chelsea H. Gee
	Name:	Chelsea H. Gee
	Title:	Chief Financial Officer
	(Principal Financial and Accounting Officer)

12779543 12812232 12921485 12923355 0.01 0.14 0.64 0.4 10808954 The maturity date of the of the Multi-Community Floorplan Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms. During the nine months ended September 30, 2022, the Company drew down $19,145 related to the Occupied Home Facility and $1,251,321 related to the Multi-Community Floorplan Home Facility and $693,881 was transferred from the Multi-Community Floorplan Home Facility to the Multi-Community Rental Home Facility as the homes became occupied as rental units. Payments on the Multi-Community Floorplan Home Facility advances are interest only until each advance is paid off or transferred to the Multi-Community Rental Home Facility and payments on the Springlake Home Facility are interest only for the first six months. During the first quarter of 2022, the Company drew down $596,563 related to the Springlake Home Facility and used the proceeds to pay down the same amount on the Multi-Community Floorplan Home Facility so that all homes at Springlake were financed by one lender. During the nine months ended September 30, 2022, in connection with KeyBank refinancing, the Company repaid the outstanding balance of this facility on behalf of Gvest Finance LLC. 5734 false --12-31 Q3 0001277998 0001277998 2022-01-01 2022-09-30 0001277998 2022-11-11 0001277998 2022-09-30 0001277998 2021-12-31 0001277998 us-gaap:SeriesCPreferredStockMember 2022-09-30 0001277998 us-gaap:SeriesCPreferredStockMember 2021-12-31 0001277998 us-gaap:SeriesAPreferredStockMember 2022-09-30 0001277998 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001277998 us-gaap:SeriesBPreferredStockMember 2022-09-30 0001277998 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001277998 2022-07-01 2022-09-30 0001277998 2021-07-01 2021-09-30 0001277998 2021-01-01 2021-09-30 0001277998 us-gaap:CommonStockMember 2020-12-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001277998 us-gaap:RetainedEarningsMember 2020-12-31 0001277998 us-gaap:ParentMember 2020-12-31 0001277998 us-gaap:NoncontrollingInterestMember 2020-12-31 0001277998 2020-12-31 0001277998 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001277998 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001277998 us-gaap:ParentMember 2021-01-01 2021-03-31 0001277998 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-03-31 0001277998 2021-01-01 2021-03-31 0001277998 us-gaap:CommonStockMember 2021-03-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001277998 us-gaap:RetainedEarningsMember 2021-03-31 0001277998 us-gaap:ParentMember 2021-03-31 0001277998 us-gaap:NoncontrollingInterestMember 2021-03-31 0001277998 2021-03-31 0001277998 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001277998 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001277998 us-gaap:ParentMember 2021-04-01 2021-06-30 0001277998 us-gaap:NoncontrollingInterestMember 2021-04-01 2021-06-30 0001277998 2021-04-01 2021-06-30 0001277998 us-gaap:CommonStockMember 2021-06-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001277998 us-gaap:RetainedEarningsMember 2021-06-30 0001277998 us-gaap:ParentMember 2021-06-30 0001277998 us-gaap:NoncontrollingInterestMember 2021-06-30 0001277998 2021-06-30 0001277998 us-gaap:CommonStockMember 2021-07-01 2021-09-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-07-01 2021-09-30 0001277998 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001277998 us-gaap:ParentMember 2021-07-01 2021-09-30 0001277998 us-gaap:NoncontrollingInterestMember 2021-07-01 2021-09-30 0001277998 us-gaap:CommonStockMember 2021-09-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001277998 us-gaap:RetainedEarningsMember 2021-09-30 0001277998 us-gaap:ParentMember 2021-09-30 0001277998 us-gaap:NoncontrollingInterestMember 2021-09-30 0001277998 2021-09-30 0001277998 us-gaap:CommonStockMember 2021-12-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001277998 us-gaap:RetainedEarningsMember 2021-12-31 0001277998 us-gaap:ParentMember 2021-12-31 0001277998 us-gaap:NoncontrollingInterestMember 2021-12-31 0001277998 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001277998 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001277998 us-gaap:ParentMember 2022-01-01 2022-03-31 0001277998 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-03-31 0001277998 2022-01-01 2022-03-31 0001277998 us-gaap:CommonStockMember 2022-03-31 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001277998 us-gaap:RetainedEarningsMember 2022-03-31 0001277998 us-gaap:ParentMember 2022-03-31 0001277998 us-gaap:NoncontrollingInterestMember 2022-03-31 0001277998 2022-03-31 0001277998 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001277998 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001277998 us-gaap:ParentMember 2022-04-01 2022-06-30 0001277998 us-gaap:NoncontrollingInterestMember 2022-04-01 2022-06-30 0001277998 2022-04-01 2022-06-30 0001277998 us-gaap:CommonStockMember 2022-06-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001277998 us-gaap:RetainedEarningsMember 2022-06-30 0001277998 us-gaap:ParentMember 2022-06-30 0001277998 us-gaap:NoncontrollingInterestMember 2022-06-30 0001277998 2022-06-30 0001277998 us-gaap:CommonStockMember 2022-07-01 2022-09-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2022-09-30 0001277998 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0001277998 us-gaap:ParentMember 2022-07-01 2022-09-30 0001277998 us-gaap:NoncontrollingInterestMember 2022-07-01 2022-09-30 0001277998 us-gaap:CommonStockMember 2022-09-30 0001277998 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001277998 us-gaap:RetainedEarningsMember 2022-09-30 0001277998 us-gaap:ParentMember 2022-09-30 0001277998 us-gaap:NoncontrollingInterestMember 2022-09-30 0001277998 2021-01-01 2021-12-31 0001277998 us-gaap:StockOptionMember 2022-09-30 0001277998 mhpc:SeriesACumulativeRedeemableConvertiblePreferredStockMember 2022-09-30 0001277998 us-gaap:StockOptionMember 2021-09-30 0001277998 mhpc:SeriesACumulativeRedeemableConvertiblePreferredStockMember 2021-09-30 0001277998 srt:MinimumMember 2022-01-01 2022-09-30 0001277998 srt:MaximumMember 2022-01-01 2022-09-30 0001277998 us-gaap:CashEquivalentsMember 2021-01-01 2021-12-31 0001277998 2021-10-01 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCMember 2022-09-30 0001277998 mhpc:AzaleaMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:AzaleaMHPLLCMember 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCMember 2022-09-30 0001277998 mhpc:ChathamPinesMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:ChathamPinesMHPLLCMember 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCMember 2022-09-30 0001277998 mhpc:LakeviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:LakeviewMHPLLCMember 2022-09-30 0001277998 mhpc:MHPPursuitsLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MHPPursuitsLLCMember 2022-09-30 0001277998 mhpc:MobileHomeRentalsLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MobileHomeRentalsLLCMember 2022-09-30 0001277998 mhpc:HuntClubMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HuntClubMHPLLCMember 2022-09-30 0001277998 mhpc:BDMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:BDMHPLLCMember 2022-09-30 0001277998 mhpc:CrestviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CrestviewMHPLLCMember 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCMember 2022-09-30 0001277998 mhpc:ARCMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:ARCMHPLLCMember 2022-09-30 0001277998 mhpc:CountrysideMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CountrysideMHPLLCMember 2022-09-30 0001277998 mhpc:EvergreenMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:EvergreenMHPLLCMember 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-09-30 0001277998 mhpc:AndersonMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:AndersonMHPLLCMember 2022-09-30 0001277998 mhpc:CapitalViewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CapitalViewMHPLLCMember 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCMember 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCMember 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMember 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCMember 2022-09-30 0001277998 mhpc:SunnylandMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandMHPLLCMember 2022-09-30 0001277998 mhpc:WarrenvilleMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:WarrenvilleMHPLLCMember 2022-09-30 0001277998 mhpc:SolidRockMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SolidRockMHPLLCMember 2022-09-30 0001277998 mhpc:SpauldingMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SpauldingMHPLLCMember 2022-09-30 0001277998 mhpc:RaefordMHPDevelopmentLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:RaefordMHPDevelopmentLLCMember 2022-09-30 0001277998 mhpc:SolidRockMHPHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SolidRockMHPHomesLLCMember 2022-09-30 0001277998 mhpc:CountryEstatesMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CountryEstatesMHPLLCMember 2022-09-30 0001277998 mhpc:StatesvilleMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:StatesvilleMHPLLCMember 2022-09-30 0001277998 mhpc:TimberviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:TimberviewMHPLLCMember 2022-09-30 0001277998 mhpc:RedFoxMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:RedFoxMHPLLCMember 2022-09-30 0001277998 mhpc:NorthviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthviewMHPLLCMember 2022-09-30 0001277998 mhpc:MeadowbrookMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MeadowbrookMHPLLCMember 2022-09-30 0001277998 mhpc:Sunnyland2MHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:Sunnyland2MHPLLCMember 2022-09-30 0001277998 mhpc:Dalton3MHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:Dalton3MHPLLCMember 2022-09-30 0001277998 mhpc:MHPHomeHoldingsLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MHPHomeHoldingsLLCMember 2022-09-30 0001277998 mhpc:GlynnAcresMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GlynnAcresMHPLLCMember 2022-09-30 0001277998 mhpc:WakeForest2MHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:WakeForest2MHPLLCMember 2022-09-30 0001277998 mhpc:GvestFinanceLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestHomesILLCMember 2022-01-01 2022-09-30 0001277998 mhpc:BrainerdPlaceLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:BullCreekLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestAndersonHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestCapitalViewHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestHiddenOaksHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestSpringlakeHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestCarolinas4HomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestSunnylandHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestWarrenvilleHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestWakeForest2HomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:VariableInterestEntitiesMember 2022-09-30 0001277998 mhpc:VariableInterestEntitiesMember 2021-12-31 0001277998 mhpc:VariableInterestEntitiesMember 2022-01-01 2022-09-30 0001277998 mhpc:VariableInterestEntitiesMember 2021-01-01 2021-12-31 0001277998 mhpc:NineNewManufacturedHomesMember 2022-01-01 2022-09-30 0001277998 mhpc:ThirtyFourNewManufacturedHomesMember 2021-01-01 2021-12-31 0001277998 mhpc:FourteenNewManufacturedHomesMember 2021-01-01 2021-12-31 0001277998 us-gaap:LandAndLandImprovementsMember 2022-01-01 2022-01-31 0001277998 2022-01-31 0001277998 2022-06-17 0001277998 2022-06-28 0001277998 2022-07-07 0001277998 2022-07-29 0001277998 2022-07-01 2022-07-29 0001277998 2022-09-14 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-09-30 0001277998 mhpc:GvestGoldenIslesMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestGoldenIslesMember 2022-09-30 0001277998 mhpc:AndersonMHP10Member 2022-01-01 2022-09-30 0001277998 mhpc:AndersonMHP10Member 2022-09-30 0001277998 mhpc:AndersonGvest10Member 2022-01-01 2022-09-30 0001277998 mhpc:AndersonGvest10Member 2022-09-30 0001277998 mhpc:CapitalViewMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:CapitalViewMHPMember 2022-09-30 0001277998 mhpc:CapitalViewGvestMember 2022-01-01 2022-09-30 0001277998 mhpc:CapitalViewGvestMember 2022-09-30 0001277998 mhpc:HiddenOaksMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:HiddenOaksMHPMember 2022-09-30 0001277998 mhpc:HiddenOaksGvestMember 2022-01-01 2022-09-30 0001277998 mhpc:HiddenOaksGvestMember 2022-09-30 0001277998 mhpc:September2021Member mhpc:TotalPurchasePriceMember 2022-09-30 0001277998 mhpc:September2021Member mhpc:TotalPurchasePriceMember 2022-01-01 2022-09-30 0001277998 mhpc:September2021Member mhpc:AcquisitionCostsMember 2022-09-30 0001277998 mhpc:September2021Member mhpc:AcquisitionCostsMember 2022-01-01 2022-09-30 0001277998 mhpc:September2021Member mhpc:TotalInvestmentPropertyMember 2022-09-30 0001277998 mhpc:September2021Member mhpc:TotalInvestmentPropertyMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandMHPMember 2022-09-30 0001277998 mhpc:SunnylandGvestMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandGvestMember 2022-09-30 0001277998 mhpc:WarrenvilleMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:WarrenvilleMHPMember 2022-09-30 0001277998 mhpc:WarrenvilleGvestMember 2022-01-01 2022-09-30 0001277998 mhpc:WarrenvilleGvestMember 2022-09-30 0001277998 mhpc:SpauldingMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:SpauldingMHPMember 2022-09-30 0001277998 mhpc:RaefordMHPParcelMember 2022-01-01 2022-09-30 0001277998 mhpc:RaefordMHPParcelMember 2022-09-30 0001277998 mhpc:SolidRockMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:SolidRockMHPMember 2022-09-30 0001277998 mhpc:RedFoxMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:RedFoxMHPMember 2022-09-30 0001277998 mhpc:StatesvilleMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:StatesvilleMHPMember 2022-09-30 0001277998 mhpc:NorthviewMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthviewMHPMember 2022-09-30 0001277998 mhpc:TimberviewMHPMember 2022-01-01 2022-09-30 0001277998 mhpc:TimberviewMHPMember 2022-09-30 0001277998 mhpc:September2022Member mhpc:TotalPurchasePriceMember 2022-09-30 0001277998 mhpc:September2022Member mhpc:TotalPurchasePriceMember 2022-01-01 2022-09-30 0001277998 mhpc:September2022Member mhpc:AcquisitionCostsMember 2022-09-30 0001277998 mhpc:September2022Member mhpc:AcquisitionCostsMember 2022-01-01 2022-09-30 0001277998 mhpc:September2022Member mhpc:TotalInvestmentPropertyMember 2022-09-30 0001277998 mhpc:September2022Member mhpc:TotalInvestmentPropertyMember 2022-01-01 2022-09-30 0001277998 mhpc:ProformaFinancialInformationMember 2022-07-01 2022-09-30 0001277998 mhpc:ProformaFinancialInformationMember 2021-07-01 2021-09-30 0001277998 mhpc:ProformaFinancialInformationMember 2022-01-01 2022-09-30 0001277998 mhpc:ProformaFinancialInformationMember 2021-01-01 2021-09-30 0001277998 srt:MinimumMember 2022-09-30 0001277998 srt:MaximumMember 2022-09-30 0001277998 mhpc:RaymondMGeePromissoryNoteMember 2022-09-30 0001277998 2022-09-01 0001277998 us-gaap:LenderConcentrationRiskMember 2022-09-01 0001277998 mhpc:MetrolinaPromissoryNotesMember 2022-09-01 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2022-09-01 0001277998 2022-09-01 2022-09-01 0001277998 mhpc:RaymondMGeePromissoryNoteMember 2022-09-01 0001277998 mhpc:PromissoryNotesMember 2022-01-01 2022-09-30 0001277998 mhpc:MHPLLCMember 2022-03-01 0001277998 2022-03-01 2022-03-01 0001277998 2022-04-01 2022-04-14 0001277998 mhpc:MetrolinaLoanHoldingsLLCMember 2021-10-22 0001277998 mhpc:MetrolinaPromissoryNotesMember 2021-12-31 0001277998 mhpc:MetrolinaPromissoryNotesMember 2022-09-02 0001277998 mhpc:MetrolinaPromissoryNotesMember 2022-09-02 2022-09-02 0001277998 mhpc:MetrolinaLoanHoldingsLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MetrolinaLoanHoldingsLLCMember 2021-01-01 2021-09-30 0001277998 mhpc:MetrolinaPromissoryNotesMember 2022-07-01 2022-09-30 0001277998 mhpc:MetrolinaPromissoryNotesMember 2021-07-01 2021-09-30 0001277998 mhpc:RaymondMGeePromissoryNoteMember mhpc:MrGeeMember 2017-10-01 0001277998 mhpc:GvestRevolvingPromissoryNotesMember mhpc:GvestRealEstateCapitalLLCMember 2021-12-27 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2021-12-31 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2022-09-30 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2021-01-01 2021-09-30 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2022-07-01 2022-09-30 0001277998 mhpc:GvestRealEstateCapitalLLCMember 2021-07-01 2021-09-30 0001277998 mhpc:NAVRealEstateLLCPromissoryNoteMember mhpc:NAVRealEstateLLCMember 2022-06-29 0001277998 mhpc:NAVRealEstateLLCPromissoryNoteMember 2022-06-29 0001277998 mhpc:NAVRealEstateLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCMember 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCMember 2021-12-31 0001277998 mhpc:PecanGroveMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:PecanGroveMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:AzaleaMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:AzaleaMHPLLCMember 2022-09-30 0001277998 mhpc:AzaleaMHPLLCMember 2021-12-31 0001277998 mhpc:AzaleaMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:AzaleaMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:AzaleaMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:HollyFayeMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCMember 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCMember 2021-12-31 0001277998 mhpc:HollyFayeMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:HollyFayeMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:ChathamMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:ChathamMHPLLCMember 2022-09-30 0001277998 mhpc:ChathamMHPLLCMember 2021-12-31 0001277998 mhpc:ChathamMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:ChathamMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:ChathamMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:LakeviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:LakeviewMHPLLCMember 2022-09-30 0001277998 mhpc:LakeviewMHPLLCMember 2021-12-31 0001277998 mhpc:LakeviewMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:LakeviewMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:LakeviewMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:BDMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:BDMHPLLCMember 2022-09-30 0001277998 mhpc:BDMHPLLCMember 2021-12-31 0001277998 mhpc:BDMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:BDMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:BDMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:HuntClubMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HuntClubMHPLLCMember 2022-09-30 0001277998 mhpc:HuntClubMHPLLCMember 2021-12-31 0001277998 mhpc:HuntClubMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:HuntClubMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:HuntClubMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:CrestviewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CrestviewMHPLLCMember 2022-09-30 0001277998 mhpc:CrestviewMHPLLCMember 2021-12-31 0001277998 mhpc:CrestviewMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:CrestviewMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:CrestviewMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:MapleHillsMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCMember 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCMember 2021-12-31 0001277998 mhpc:MapleHillsMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:MapleHillsMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:SpringlakeMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCMember 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCMember 2021-12-31 0001277998 mhpc:SpringlakeMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:SpringlakeMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:ARCMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:ARCMHPLLCMember 2022-09-30 0001277998 mhpc:ARCMHPLLCMember 2021-12-31 0001277998 mhpc:ARCMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:ARCMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:ARCMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:CountrysideMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CountrysideMHPLLCMember 2022-09-30 0001277998 mhpc:CountrysideMHPLLCMember 2021-12-31 0001277998 mhpc:CountrysideMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:CountrysideMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:CountrysideMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:EvergreenMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:EvergreenMHPLLCMember 2022-09-30 0001277998 mhpc:EvergreenMHPLLCMember 2021-12-31 0001277998 mhpc:EvergreenMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:EvergreenMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:EvergreenMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCMember 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCMember 2021-12-31 0001277998 mhpc:GoldenIslesMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:GoldenIslesMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:AndersonMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:AndersonMHPLLCMember 2022-09-30 0001277998 mhpc:AndersonMHPLLCMember 2021-12-31 0001277998 mhpc:AndersonMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:AndersonMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:AndersonMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:CapitalViewMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:CapitalViewMHPLLCMember 2022-09-30 0001277998 mhpc:CapitalViewMHPLLCMember 2021-12-31 0001277998 mhpc:CapitalViewMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:CapitalViewMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCMember 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCMember 2021-12-31 0001277998 mhpc:HiddenOaksMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:HiddenOaksMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:NorthRaleighMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCMember 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCMember 2021-12-31 0001277998 mhpc:NorthRaleighMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:NorthRaleighMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookMember 2022-01-01 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookMember 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookMember 2021-12-31 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookOneMember 2022-01-01 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookOneMember 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDixieDriftwoodMeadowbrookOneMember 2021-12-31 0001277998 mhpc:Charlotte3ParkMHPLLCDixieKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDixieKeyBankMember 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDriftwoodKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDriftwoodKeyBankMember 2022-09-30 0001277998 mhpc:Charlotte3ParkMHPLLCDriftwoodKeyBankMember 2021-12-31 0001277998 mhpc:Carolinas4MHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMember 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMember 2021-12-31 0001277998 mhpc:Carolinas4MHPLLCAsheboroKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCAsheboroKeyBankMember 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCAsheboroKeyBankMember 2021-12-31 0001277998 mhpc:Carolinas4MHPLLCMorgantonKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMorgantonKeyBankMember 2022-09-30 0001277998 mhpc:Carolinas4MHPLLCMorgantonKeyBankMember 2021-12-31 0001277998 mhpc:SunnylandMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandMHPLLCMember 2022-09-30 0001277998 mhpc:SunnylandMHPLLCMember 2021-12-31 0001277998 mhpc:SunnylandMHPLLCKeyBankMember 2022-01-01 2022-09-30 0001277998 mhpc:SunnylandMHPLLCKeyBankMember 2022-09-30 0001277998 mhpc:SunnylandMHPLLCKeyBankMember 2021-12-31 0001277998 mhpc:WarrenvilleMHPLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:WarrenvilleMHPLLCMember 2022-09-30 0001277998 mhpc:WarrenvilleMHPLLCMember 2021-12-31 0001277998 mhpc:SpauldingMHPLLCOneMember 2022-01-01 2022-09-30 0001277998 mhpc:SpauldingMHPLLCOneMember 2022-09-30 0001277998 mhpc:SolidRockMHPLLCOneMember 2022-01-01 2022-09-30 0001277998 mhpc:SolidRockMHPLLCOneMember 2022-09-30 0001277998 mhpc:RedFoxMHPLLCOneMember 2022-01-01 2022-09-30 0001277998 mhpc:RedFoxMHPLLCOneMember 2022-09-30 0001277998 mhpc:StatesvilleMHPLLCOneMember 2022-01-01 2022-09-30 0001277998 mhpc:StatesvilleMHPLLCOneMember 2022-09-30 0001277998 mhpc:StatesvilleMHPLLCOneMember 2021-12-31 0001277998 mhpc:TimberviewMHPLLCOneMember 2022-01-01 2022-09-30 0001277998 mhpc:TimberviewMHPLLCOneMember 2022-09-30 0001277998 mhpc:TimberviewMHPLLCOneMember 2021-12-31 0001277998 mhpc:NorthviewMHPLLCLandSellerFinanceMember 2022-01-01 2022-09-30 0001277998 mhpc:NorthviewMHPLLCLandSellerFinanceMember 2022-09-30 0001277998 mhpc:StatesvilleNorthviewAndTimberviewMHPLLCHomesSellerFinanceMember 2022-01-01 2022-09-30 0001277998 mhpc:StatesvilleNorthviewAndTimberviewMHPLLCHomesSellerFinanceMember 2022-09-30 0001277998 mhpc:GvestFinanceLLCBDHomesMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestFinanceLLCBDHomesMember 2022-09-30 0001277998 mhpc:GvestFinanceLLCBDHomesMember 2021-12-31 0001277998 mhpc:GvestFinanceLLCCountrysideHomesMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestFinanceLLCCountrysideHomesMember 2022-09-30 0001277998 mhpc:GvestFinanceLLCCountrysideHomesMember 2021-12-31 0001277998 mhpc:GvestFinanceLLCGoldenIslesHomesMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestFinanceLLCGoldenIslesHomesMember 2022-09-30 0001277998 mhpc:GvestFinanceLLCGoldenIslesHomesMember 2021-12-31 0001277998 mhpc:GvestAndersonHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestAndersonHomesLLCMember 2022-09-30 0001277998 mhpc:GvestAndersonHomesLLCMember 2021-12-31 0001277998 mhpc:GvestCapitalViewHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestCapitalViewHomesLLCMember 2022-09-30 0001277998 mhpc:GvestCapitalViewHomesLLCMember 2021-12-31 0001277998 mhpc:GvestHiddenOaksHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestHiddenOaksHomesLLCMember 2022-09-30 0001277998 mhpc:GvestHiddenOaksHomesLLCMember 2021-12-31 0001277998 mhpc:GvestCarolinas4HomesLLCAsheboroMorgantonMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestCarolinas4HomesLLCAsheboroMorgantonMember 2022-09-30 0001277998 mhpc:GvestCarolinas4HomesLLCAsheboroMorgantonMember 2021-12-31 0001277998 mhpc:GvestSunnylandHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestSunnylandHomesLLCMember 2022-09-30 0001277998 mhpc:GvestSunnylandHomesLLCMember 2021-12-31 0001277998 mhpc:GvestWarrenvilleHomesLLCMember 2022-01-01 2022-09-30 0001277998 mhpc:GvestWarrenvilleHomesLLCMember 2022-09-30 0001277998 mhpc:GvestWarrenvilleHomesLLCMember 2021-12-31 0001277998 mhpc:OccupiedHomeFacilityMember 2022-01-01 2022-09-30 0001277998 mhpc:OccupiedHomeFacilityMember 2021-01-01 2021-12-31 0001277998 mhpc:MultiCommunityRentalHomeFacilityMember 2022-01-01 2022-09-30 0001277998 mhpc:MultiCommunityRentalHomeFacilityMember 2021-01-01 2021-12-31 0001277998 mhpc:MultiCommunityFloorplanHomeFacilityMember 2022-01-01 2022-09-30 0001277998 mhpc:MultiCommunityFloorplanHomeFacilityMember 2021-01-01 2021-12-31 0001277998 mhpc:SpringlakeHomeFacilityMember 2022-01-01 2022-09-30 0001277998 mhpc:SpringlakeHomeFacilityMember 2021-01-01 2021-12-31 0001277998 mhpc:NotesPayableMember 2022-09-30 0001277998 mhpc:NotesPayableMember 2022-01-01 2022-09-30 0001277998 us-gaap:PreferredStockMember 2022-09-30 0001277998 us-gaap:SeriesAPreferredStockMember 2019-05-08 0001277998 us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-09-30 0001277998 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-09-30 0001277998 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001277998 us-gaap:SeriesBPreferredStockMember 2019-12-02 2019-12-02 0001277998 us-gaap:SeriesBPreferredStockMember 2022-01-01 2022-09-30 0001277998 us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-09-30 0001277998 us-gaap:SeriesBPreferredStockMember 2021-09-30 0001277998 2019-10-25 2019-11-01 0001277998 us-gaap:SeriesBPreferredStockMember 2019-10-25 2019-11-01 0001277998 us-gaap:SeriesBPreferredStockMember 2021-01-01 2021-12-31 0001277998 us-gaap:SeriesCPreferredStockMember 2021-05-11 2021-05-24 0001277998 us-gaap:SeriesCPreferredStockMember 2022-01-01 2022-09-30 0001277998 us-gaap:SeriesCPreferredStockMember 2021-06-11 0001277998 us-gaap:SeriesCPreferredStockMember 2021-06-01 2021-06-11 0001277998 us-gaap:SeriesCPreferredStockMember 2021-01-01 2021-12-31 0001277998 us-gaap:CommonStockMember 2022-09-30 0001277998 us-gaap:CommonStockMember 2022-01-01 2022-09-30 0001277998 us-gaap:CommonStockMember 2021-01-01 2021-09-30 0001277998 us-gaap:StockCompensationPlanMember 2022-09-30 0001277998 us-gaap:StockCompensationPlanMember 2022-01-01 2022-09-30 0001277998 us-gaap:StockCompensationPlanMember 2021-01-01 2021-09-30 0001277998 mhpc:StrikePriceFourMember 2022-09-30 0001277998 mhpc:StrikePriceFourMember 2022-01-01 2022-09-30 0001277998 mhpc:StrikePriceFiveMember 2022-09-30 0001277998 mhpc:StrikePriceFiveMember 2022-01-01 2022-09-30 0001277998 mhpc:StrikePriceThreeMember 2022-09-30 0001277998 mhpc:StrikePriceThreeMember 2022-01-01 2022-09-30 0001277998 mhpc:StrikePriceOneMember 2022-09-30 0001277998 mhpc:StrikePriceOneMember 2022-01-01 2022-09-30 0001277998 srt:MinimumMember 2021-01-01 2021-09-30 0001277998 srt:MaximumMember 2021-01-01 2021-09-30 0001277998 mhpc:MrKellyMember 2022-07-01 2022-09-30 0001277998 mhpc:MrKellyMember 2022-01-01 2022-09-30 0001277998 mhpc:MHPPursuitsLLCMember 2022-07-12 0001277998 us-gaap:SubsequentEventMember 2022-10-07 0001277998 mhpc:MHPPursuitsLLCMember 2022-01-01 2022-09-30 0001277998 us-gaap:SubsequentEventMember 2022-10-04 0001277998 mhpc:MHPPursuitsLLCMember 2022-06-24 0001277998 2022-06-24 0001277998 us-gaap:SubsequentEventMember 2022-11-14 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:sqm utr:acre

Exhibit 10.18

BUSINESS LOAN AGREEMENT

PrimeSouth Bank

375 W Cherry St

Jesup, Georgia 31545-1440

(912)427-6670

AGREEMENT DATE	LOAN NUMBER	AGREEMENT/ACCOUNT NUMBER
July 22, 2022	3244626	3244626

BORROWER INFORMATION

Spaulding MHP, LLC

3840 Highway 17S

Brunswick, GA 31523

Type of Business Entity: Limited Liability Company

State of Organization/Formation: Georgia

GUARANTOR INFORMATION

Raymond Michael Gee

Type of Entity: Individual

State of Residence: Florida

[redacted]

Manufactured Housing Properties, Inc

136 Main Street

Pineville, NC 28134

Type of Business Entity: Corporation

State of Organization/Formation: North Carolina

AGREEMENT. This Business Loan Agreement will be referred to in this document as the “Agreement.” This Agreement is made by PrimeSouth Bank (Lender), Spaulding MHP, LLC (Borrower), Raymond Michael Gee and Manufactured Housing Properties, Inc (Guarantor). The consideration is the promises, representations, and warranties made in this Agreement and the Related Documents.

DEFINITIONS. These definitions are used in this Agreement.

“Collateral” means the Property that any Party to this Agreement or the Related Documents may pledge, mortgage, or give Lender a security interest in, regardless of where the Property is located and regardless of when it was or will be acquired, together with all replacements, substitutions, proceeds, and products of the Property.

“Events of Default” means any of the events described in the “Events of Default” section of this Agreement.

“Financial Statements” mean the balance sheets, earnings statements, and other financial information that any Party has, is, or will be giving to Lender.

“Indebtedness” means the Loan and all other loans and indebtedness of Borrower to Lender, including but not limited to Lender’s payments of insurance or taxes, all amounts Lender pays to protect its interest in the Collateral, overdrafts in deposit accounts with Lender, and all other indebtedness, obligations, and liabilities of Borrower to Lender, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising.

“Loan” means any loan or loans described in the “Identification of Loan” section of this Agreement.

“Parties” means any Borrower and Guarantor signing this Agreement.

“Party” means any Borrower and Guarantor signing this Agreement.

“Property” means the Parties’ assets, regardless of what kind of assets they are.

“Related Documents” means all documents, promissory notes, security agreements, leases, mortgages, construction loan agreements, assignments of leases and rents, guaranties, pledges, and all other documents or agreements executed in connection with this Agreement as such documents may be modified, amended, substituted, or renewed from time to time. The term includes both documents existing at the time of execution of this Agreement and documents executed after the date of this Agreement.

IDENTIFICATION OF LOAN. The following loan and all other indebtedness, obligations, and liabilities of Borrower to Lender, due or to become due, now existing or hereafter arising, as well as any and all amendments, modifications, extensions, and renewals thereof are subject to this Agreement:

●

Loan Number 3244626 with a principal amount of $1,600,000.00

*000000003244626004307222022*

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 1 of 7	CSi

BORROWER’S REPRESENTATIONS AND WARRANTIES. The statements made in this section will continue and remain in effect until all of the Indebtedness is fully paid to Lender. Each Borrower represents and warrants to Lender the following:

Borrower’s Existence and Authority. Each Borrower is duly formed and in good standing under all laws governing the Borrower and the Borrower’s business, and each Borrower executing this Agreement has the power and authority to execute this Agreement and the Related Documents and to bind that Borrower to the obligation created in this Agreement and the Related Documents.

Financial Information and Filing. All Financial Statements provided to Lender have been prepared and will continue to be prepared in accordance with generally accepted accounting principles, consistently applied, and fully and fairly present the financial condition of each Borrower, and there has been no material adverse change in Borrower’s business, Property, or condition, either financial or otherwise, since the date of Borrower’s latest Financial Statements. Each Borrower has filed all federal, state, and local tax returns and other reports and filings required by law to be filed before the date of this Agreement and has paid all taxes, assessments, and other charges that are due and payable prior to the date of this Agreement. Each Borrower has made reasonable provision for these types of © 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 - 2019.271.0.4 payments that are accrued but not yet payable. The Borrower does not know of any deficiency or additional assessment not disclosed in the Borrower’s books and records.

All financial statements or records submitted to Lender via electronic means, including, but not limited to, facsimile, open internet communications or other telephonic or electronic methods, including, but not limited to, documents in Tagged Image Format Files (“TIFF”) and Portable Document Format (“PDF”) shall be treated as originals, and will be fully binding with full legal force and effect. Parties waive any right they may have to object to such treatment. Lender may rely on all such records in good faith as complete and accurate records produced or maintained by or on behalf of the Party submitting such records.

Title and Encumbrances. Borrower has good title to all of the Borrower’s assets. All encumbrances on any part of the Property were disclosed to Lender in writing prior to the date of this Agreement.

Compliance with General Law. Each Borrower is in compliance with and will conduct its business and use its assets in compliance with all laws, regulations, ordinances, directives, and orders of any level of governmental authority that has jurisdiction over the Borrower, the Borrower’s business, or the Borrower’s assets.

Environmental Laws. Each Borrower is in compliance with all applicable laws and rules of federal, state, and local authorities affecting the environment, as all have been or are amended.

No Litigation/No Misrepresentations. There are no existing or pending suits or proceedings before any court, government agency, arbitration panel, administrative tribunal, or other body, or threatened against Borrower that may result in any material adverse change in the Borrower’s business, property, or financial condition, and all representations and warranties in this Agreement and the Related Documents are true and correct and no material fact has been omitted.

COVENANTS. On the date of this Agreement and continuing until the Indebtedness is repaid and Borrower’s obligations are fully performed, Borrower covenants as follows.

Notices of Claims and Litigation/Notice of Adverse Events. Borrower will promptly notify Lender in writing of all threatened and actual litigation, governmental proceeding, default, and every other occurrence that may have a material adverse effect on Borrower’s business, financial condition, or the Property.

Insurance. Borrower will maintain adequate fire and extended risk insurance coverage, business interruption, workers’ compensation, commercial general liability, and other insurance required by law or as may be required by Lender. All insurance policies will be in amounts, upon terms, and in a form acceptable to Lender. All policies must be carried with insurers acceptable to Lender. Borrower will provide evidence satisfactory to Lender of all insurance and that the policies are in full force and effect and all insurance on the Collateral will name Lender as a mortgagee and loss payee, will include a lender’s loss payable endorsement, and will require 10 days advance written notice to Lender of any cancellation of coverage. If the Borrower fails to maintain required insurance, the absence of the required insurance will be an Event of Default. If this happens, Lender may buy the insurance, but will have no obligation to buy it. These amounts paid by Lender will be added to the Indebtedness or will be payable on demand, at Lender’s option.

Confirmatory Documents and Actions. Borrower agrees that on Lender’s request, Borrower will do any act or execute any additional documents that are or may be required to make the terms of the Loan conform to the conditions contained in Lender’s commitment to Borrower. Within five days of Lender’s request, Borrower will furnish an estoppel certificate in a form Lender approves.

Payment of Taxes. Borrower will pay all taxes, levies, and assessments required by all local, state, and federal agencies. Borrower will make these payments when the amounts are due but before any penalty for late payment is imposed. Borrower’s failure to promptly pay any tax, levy, or assessment due will be an Event of Default unless Borrower is diligently disputing the amount and Borrower has established a reserve account for the payment of the taxes if Borrower does not prevail in the dispute.

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 2 of 7	CSi

Business Existence and Operations. Borrower will keep Borrower’s existence in its current organizational form in full force and effect unless Lender gives prior written consent to Borrower’s proposed change. Borrower will not sell or merge Borrower’s business or any part of Borrower’s business without the Lender’s prior written consent. Borrower will continue its business as currently conducted. Borrower will not change its name, its identification number, or its place of organization without Lender’s prior written consent. Borrower will keep its books and records at the address in this Agreement. Borrower will promptly notify Lender in writing of any planned change in Borrower’s principal place of business.

Environmental Compliance. Borrower will comply with all laws affecting the environment. Borrower will notify Lender within ten days after Borrower receives a summons, notice, citation, letter, or any other type of notice from any federal, state, or local authority, or any other person that claims Borrower is in violation of any law affecting the environment. Borrowers indemnify and hold Lender harmless from all violations of any environmental laws. This indemnity includes all costs and expenses incurred by Lender, including reasonable attorneys’ fees, that are related to a violation of any environmental laws, even if the Indebtedness has been paid at the time any proceeding, claim, or action is started against Lender. Lender may itself or through Borrower arrange for an environmental audit prepared by a qualified environmental engineering firm acceptable to Lender to confirm the continued accuracy of Borrower’s environmental representations and warranties. Borrower will pay for the environmental audit.

Use of Proceeds. Borrower will use the Loan proceeds in its business.

Pay Limitations. Borrower will not draw, permit, or pay anyone more than is reasonable for services provided to Borrower.

No Borrowings, Guarantees, or Loans. Borrower will not incur debt, borrow money, or guaranty any loan or other obligation. Borrower will not lend any money or sell any of Borrower’s accounts receivable without Lender’s prior written permission.

No Encumbrances or Transfer of Assets. Borrower will not mortgage, assign, hypothecate, or encumber any of the Property except to Lender without Lender’s prior written permission. Borrower will not sell, transfer, or assign any of the Property without Lender’s prior written permission. Borrower will not merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of Borrower’s Property or Borrower’s business.

No Dividends, Distributions and Redemptions. Borrower will not pay or declare any dividend, or make any other distribution on account of any shares of any class of its stock or other ownership interest, or redeem, purchase, or otherwise acquire directly or indirectly, any shares of any class of its capital stock or other ownership interest.

No Loans or Investments. Borrower will not make any loans or advances to, or investments in, other persons, corporations or entities.

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 3 of 7	CSi

EVENTS OF DEFAULT. The occurrence of any of the following events will be an Event of Default.

Noncompliance with Lender Agreements. Default by Borrower or Guarantor under any provision of this Agreement, the Related Documents, or any other agreement with Lender.

False Statements. If a Party made or makes a false or misleading misrepresentation in this Agreement, in the Related Documents, in any supporting material submitted to Lender or to third parties providing reports to Lender, or in Financial Statements given or to be given to Lender.

Material Adverse Change. Any material adverse change in the Borrower’s business, financial condition, or the Property has occurred or is imminent; if the full performance of the obligations of any Party is materially impaired; or if the Collateral and its value or Lender’s rights with respect thereto are materially impaired in any way. The existence or reasonable likelihood of litigation, governmental proceeding, default, or other event that may materially and adversely affect a Party’s business, financial condition, or the Property.

Insolvency or Liquidation. A Party voluntarily suspends transaction of its business or does not generally pay debts as they mature. If a Party has or will make a general assignment for the benefit of creditors or will file, or have filed against it, any petition under federal bankruptcy law or under any other state or federal law providing for the relief of debtors if the resulting proceeding is not discharged within thirty days after filing. If a receiver, trustee, or custodian is or will be appointed for a Party.

Default on Unrelated Debt. If Borrower or Guarantor materially defaults under a provision of an agreement with a third party or if the indebtedness under such an agreement is accelerated.

Judgments or Attachments. If there is entered against a Party a judgment that materially affects the Borrower’s business, financial condition, or the Property, or if a tax lien, levy, writ of attachment, garnishment, execution, or similar item is or will be issued against the Collateral or which materially affects Borrower’s business, financial condition, or the Property, and which remains unpaid, unstayed on appeal, undischarged, unbonded, or undismissed for thirty days after it was issued.

Collateral Impairment. Lender has a good-faith belief that Lender’s rights in the Collateral are or will soon be impaired or that the Collateral itself is or soon will be impaired.

Termination of Existence or Change in Control. If Borrower or Borrower’s business is sold or merged or if Borrower or Borrower’s business suspends business or ceases to exist.

Insecurity. If Lender has a good-faith belief that any Party is unable or will soon be unable to perform that Party’s duties under this Agreement or under the Related Documents.

Death. The death of an individual who is a Party, a partner in a partnership that is a Party, a member in a limited liability company that is a Party, an officer of a corporation that is a Party, or an individual of similar position in any other type of business organization that is a Party.

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 4 of 7	CSi

REMEDIES ON DEFAULT.

Remedies, No Waiver. The remedies provided for in this Agreement, the Related Documents, and by law are cumulative and not exclusive. Lender reserves the right to exercise some, all, or none of its rights and reserves the right to exercise any right at any time that Lender has the right, without regard to how much time has passed since the right arose. Lender may exercise its rights in its sole, absolute discretion.

Acceleration, Setoff. Upon an Event of Default, the Loan and the Indebtedness may, at Lender’s sole option, be declared immediately due and payable. Lender may apply the Parties’ bank accounts and any other property held by Lender against the Indebtedness.

ATTORNEYS’ FEES AND OTHER COSTS. If legal proceedings are instituted to enforce the terms of this Agreement, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable attorneys’ fees. Attorney fees shall not exceed 15 percent of the principal and interest owing.

EXPENSES. The Parties agree to pay all of Lender’s reasonable expenses incidental to perfecting Lender’s security interests and liens, all insurance premiums, Uniform Commercial Code search fees, and all reasonable fees incurred by Lender for audits, inspection, and copying of the Parties’ books and records. The Parties also agree to pay all reasonable costs and expenses of Lender in connection with the enforcement of Lender’s rights and remedies under this Agreement, the Related Documents, and any other agreement between one or more Parties and Lender, and in connection with the preparation of all amendments, modifications, and waivers of consent with respect to this Agreement, including reasonable attorneys’ fees.

GOVERNING LAW/PARTIAL ILLEGALITY. This Agreement and the Related Documents are and will be governed by, and the rights of the Parties will be determined by the laws of the state of Georgia except to the extent that federal law controls. If any part, term, or provision of this Agreement is determined to be illegal or in conflict with state or federal law, the validity of the remaining portion or provisions of this Agreement will not be affected, unless the stricken portion or provision adversely affects Lender’s risk of realizing Lender’s anticipated return, in which case Lender may, in its sole discretion, deem the Loan matured.

NOTICES. All notices required under this Agreement must be in writing and will be considered given: (i) on the day of personal delivery, or (ii) one business day after deposit with a nationally recognized overnight courier service, or (iii) three business days after deposit with the United States Postal Service sent certified mail, return receipt requested. Any of these methods may be used to give notice. All notices must be sent to the party or parties entitled to notice at the addresses first set forth in this Agreement. Any Party may change its address for notice purposes on five days prior written notice to the other Parties.

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 5 of 7	CSi

INTEGRATION AND AMENDMENT. This Agreement and other written agreements among the Parties, including but not limited to the Related Documents, are the entire agreement of the Parties and will be interpreted as a group, one with the others. None of the Parties will be bound by anything not expressed in writing, and this Agreement cannot be modified except by a writing executed by those Parties burdened by the modification.

FURTHER ACTION. The Parties will, upon request of Lender, make, execute, acknowledge, and deliver to Lender the modified and additional instruments, documents, and agreements, and will take the further action that is reasonably required, to carry out the intent and purpose of this transaction.

CONTINUING EFFECT. Unless superseded by a later Business Loan Agreement, this Agreement will continue in full force and effect until all of the Parties’ obligations to Lender are fully satisfied and the Loan and Indebtedness are fully repaid.

HEADINGS. All headings in this Agreement are included for reference only and do not have any effect on the interpretation of this Agreement.

COUNTERPARTS. This Agreement may be executed by the Parties using any number of copies of the Agreement. All executed copies taken together will be treated as a single Agreement.

TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement.

TRANSFERS. Borrower may not assign or transfer its rights or obligations under this Agreement without Lender’s prior written consent. Lender may transfer its interest in Lender’s sole discretion. Borrower waives all rights of offset and counterclaim Borrower has against Lender. The purchaser of a participation in the loan may enforce its interest regardless of any claims or defenses Borrower has against Lender.

JURISDICTION. The Parties agree to waive any objection to jurisdiction or venue on the ground that the Parties are not residents of Lender’s locality. The Parties authorize any action brought to enforce the Parties’ obligations to be instituted and prosecuted in any state court having jurisdiction or in the United States District Court for the District that includes Lender’s location as set forth at the beginning of this Agreement. The Parties authorize Lender to elect the court at Lender’s sole discretion.

ORAL AGREEMENTS DISCLAIMER. This Agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

By signing this Agreement, Borrower acknowledges reading, understanding and agreeing to all its provisions and receipt of a copy hereof.

Spaulding MHP, LLC

By: Manufactured Housing Properties, Inc, Owner

/s/ Jay Wardlaw III	7/22/2022
By: Jay Wardlaw	Date Its: President

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 6 of 7	CSi

AGREEMENT OF GUARANTOR

Guarantor (i) acknowledges reading and understanding this Agreement; (ii) consents to the provisions of this Agreement relating to Borrower;

(iii) agrees to furnish the Financial Statements to Lender that Lender reasonably requests; (iv) agrees to those portions of this Agreement that apply to Guarantor; (v) acknowledges that this Agreement has been freely executed without duress and after an opportunity to consult with counsel; and (vi) confirms that Guarantor received a copy of this Agreement, the Guaranty, and the other documents Guarantor requested.

/s/ Raymond Michael Gee	7/22/2022
Raymond Michael Gee	Date Individually

Manufactured Housing Properties, Inc

/s/ Jay Wardlaw III	7/22/2022
By: Jay Wardlaw III	Date Its: President

LENDER: PrimeSouth Bank

/s/ Rene Hutto	7/22/2022
By: Rene Hutto	Date
Its: VP, Loan Officer

© 2004-2019 Compliance Systems, Inc. ae2ee2a9-0555bc23 -		www.compliancesystems.com
2019.271.0.4 Business Loan Agreement - DL4004
	Page 7 of 7	CSi

Exhibit 10.19

COMMERCIAL PROMISSORY NOTE	PrimeSouth Bank
	375 W Cherry St
	Jesup, Georgia 31545-1440
	(912)427-6670

LOAN NUMBER		NOTE DATE				PRINCIPAL AMOUNT		MATURITY DATE
3244626			July 22, 2022		$	1,600,000.00			July 22, 2043

LOAN PURPOSE: Reimburse for Purchase Mobile Home Park and 27 Mobile Homes

BORROWER INFORMATION

Spaulding MHP, LLC
3840 Highway 17S

Brunswick, GA 31523

NOTE. This Commercial Promissory Note will be referred to in this document as the “Note.”

LENDER. “Lender” means PrimeSouth Bank whose address is 375 W Cherry St, Jesup, Georgia 31545-1440, its successors and assigns.

BORROWER. “Borrower” means each person or legal entity identified above in the BORROWER INFORMATION section who signs this Note.

PROMISE TO PAY. For value received, receipt of which is hereby acknowledged, on or before the Maturity Date, the Borrower promises to pay the principal amount of One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) and all interest on the outstanding principal balance and any other charges, including service charges, to the order of Lender at its office at the address noted above or at such other place as Lender may designate in writing. The Borrower will make all payments in lawful money of the United States of America.

PAYMENT SCHEDULE. This Note will be paid according to the following schedule: 12 consecutive payments of interest only beginning on August 22, 2022 and continuing on the same day of each month thereafter. The initial payment will be in the amount of $7,922.22. This will be followed by 239 consecutive payments of principal and interest in the amount of $11,311.97 beginning on August 22, 2023 and continuing on the same day of each month thereafter. This will be followed by 1 payment of principal and interest in the amount of $11,310.65 on July 22, 2043. The unpaid principal balance of this Note, together with all accrued interest and charges owing in connection therewith, shall be due and payable on the Maturity Date. All payments received by the Lender from the Borrower for application to this Note may be applied to the Borrower’s obligations under this Note in such order as determined by the Lender.

INTEREST RATE AND SCHEDULED PAYMENT CHANGES. Interest will begin to accrue on July 12, 2022. The initial variable interest rate on this Note will be 5.750% per annum. This interest rate may change on July 23, 2022, and every Day thereafter. Each date on which the interest rate may change is called the “Change Date.” Beginning with the first Change Date, Lender will calculate the new interest rate based on the base rate on corporate loans posted by at least 70% of the 10 largest U.S. banks known as the Wall Street Journal U.S. Prime Rate in effect on the Change Date (the “Index”) plus 1.000 percentage points (the “Margin”). The interest rate will never be less than 4.750%.

If the Index is not available at the time of the Change Date, Lender will choose a new Index which is based on comparable information. The Index is used solely to establish a base from which the actual rate of interest payable under the Note will be calculated, and is not a reference to any actual rate of interest charged by any lender to any particular borrower.

Nothing contained herein shall be construed as to require the Borrower to pay interest at a greater rate than the maximum allowed by law. If, however, from any circumstances, Borrower pays interest at a greater rate than the maximum allowed by law, the obligation to be fulfilled will be reduced to an amount computed at the highest rate of interest permissible under applicable law and if, for any reason whatsoever, Lender ever receives interest in an amount which would be deemed unlawful under applicable law, such interest shall be automatically applied to amounts owed, in Lender’s sole discretion, or as otherwise allowed by applicable law. An increase in the interest rate will result in a higher payment amount. Interest on this Note is calculated on an Actual/360 day basis. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. The unpaid balance of this loan after the Maturity Date, whether by acceleration or otherwise, shall be subject to a post-maturity rate of interest equal to 16.000% per annum.

© 2004-2020 Compliance Systems, Inc. bc30625e-4016be23 - 2019.302.1.5		www.compliancesystems.com
Commercial Promissory Note - DL4006	Page 1 of 4	CSi

LATE PAYMENT CHARGE. If any required payment is more than 10 days late, then at Lender’s option, Lender will assess a late payment charge of $25.00 or 5.000% of the amount of the regularly scheduled payment then past due, whichever is greater, subject to a minimum charge of $25.00.

PREPAYMENT PENALTY. This Note is subject to a prepayment penalty. Payment of all unpaid principal, accrued and unpaid interest and all other fees then outstanding prior to the Maturity Date will result in a penalty that shall be equal to: The premium amount is 2.00% in year 1; 1.50% in year 2; and 1.00% in year 3; with a minimum amount of $500.00..

SECURITY TO NOTE. Security (the “Collateral”) for this Note is granted pursuant to the following security document(s):

●

Assignment of Leases and Rents dated July 22, 2022 evidencing an assignment of leases and rents on the property located at 3840 US Hwy 17, Brunswick GA 31520.

●

Security Instrument (Mortgage/Dee of Trust/Security Deed) in the amount of $1,600,000.00, dated July 22, 2022 evidencing a lien on the property located at 3840 US Hwy 17, Brunswick GA 31520.

●

Security Agreement dated July 22, 2022 evidencing security interest in 27 Various Manufacturer and Model Mobile Homes ID Number Attached as Exhibit “A”.

GUARANTY. In support of this transaction, a Guaranty dated July 22, 2022 has been executed by Raymond Michael Gee; and a Guaranty dated July 22, 2022 has been executed by Manufactured Housing Properties, Inc.

RIGHT OF SET-OFF. To the extent permitted by law, Borrower agrees that Lender has the right to set-off any amount due and payable under this Note, whether matured or unmatured, against any amount owing by Lender to Borrower including any or all of Borrower’s accounts with Lender. This shall include all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. Such right of set-off may be exercised by Lender against Borrower or against any assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor of Borrower, or against anyone else claiming through or against Borrower or such assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off has not been exercised by Lender prior to the making, filing or issuance or service upon Lender of, or of notice of, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, or issuance of execution, subpoena or order or warrant. Lender will not be liable for the dishonor of any check when the dishonor occurs because Lender set-off a debt against Borrower’s account. Borrower agrees to hold Lender harmless from any claim arising as a result of Lender exercising Lender’s right to set-off.

RELATED DOCUMENTS. The words “Related Documents” mean all promissory notes, security agreements, mortgages, deeds of trust, deeds to secure debt, business loan agreements, construction loan agreements, resolutions, guaranties, environmental agreements, subordination agreements, assignments, and any other documents or agreements executed in connection with the indebtedness evidenced hereby this Note whether now or hereafter existing, including any modifications, extensions, substitutions or renewals of any of the foregoing. The Related Documents are hereby made a part of this Note by reference thereto, with the same force and effect as if fully set forth herein.

DEFAULT. Upon the occurrence of any one of the following events (each, an “Event of Default” or “default” or “event of default”), Lender’s obligations, if any, to make any advances will, at Lender’s option, immediately terminate and Lender, at its option, may declare all indebtedness of Borrower to Lender under this Note immediately due and payable without further notice of any kind notwithstanding anything to the contrary in this Note or any other agreement: (a) Borrower’s failure to make any payment on time or in the amount due; (b) any default by Borrower under the terms of this Note or any other Related Documents; (c) any default by Borrower under the terms of any other agreement between Lender and Borrower; (d) the death, dissolution, or termination of existence of Borrower or any guarantor; (e) Borrower is not paying Borrower’s debts as such debts become due; (f) the commencement of any proceeding under bankruptcy or insolvency laws by or against Borrower or any guarantor or the appointment of a receiver; (g) any default under the terms of any other indebtedness of Borrower to any other creditor; (h) any writ of attachment, garnishment, execution, tax lien or similar instrument is issued against any collateral securing the loan, if any, or any of Borrower’s property or any judgment is entered against Borrower or any guarantor; (i) any part of Borrower’s business is sold to or merged with any other business, individual, or entity; (j) any representation or warranty made by Borrower to Lender in any of the Related Documents or any financial statement delivered to Lender proves to have been false in any material respect as of the time when made or given; (k) if any guarantor, or any other party to any Related Documents terminates, attempts to terminate or defaults under any such Related Documents; (l) Lender has deemed itself insecure or there has been a material adverse change of condition of the financial prospects of Borrower or any collateral securing the obligations owing to Lender by Borrower. Upon the occurrence of an event of default, Lender may pursue any remedy available under any Related Document, at law or in equity.

© 2004-2020 Compliance Systems, Inc. bc30625e-4016be23 - 2019.302.1.5		www.compliancesystems.com
Commercial Promissory Note - DL4006	Page 2 of 4	CSi

GENERAL WAIVERS. To the extent permitted by law, the Borrower severally waives any required notice of presentment, demand, acceleration, intent to accelerate, protest, and any other notice and defense due to extensions of time or other indulgence by Lender or to any substitution or release of collateral. No failure or delay on the part of Lender, and no course of dealing between Borrower and Lender, shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.

JOINT AND SEVERAL LIABILITY. If permitted by law, each Borrower executing this Note is jointly and severally bound.

SEVERABILITY. If a court of competent jurisdiction determines any term or provision of this Note is invalid or prohibited by applicable law, that term or provision will be ineffective to the extent required. Any term or provision that has been determined to be invalid or prohibited will be severed from the rest of this Note without invalidating the remainder of either the affected provision or this Note.

SURVIVAL. The rights and privileges of the Lender hereunder shall inure to the benefits of its successors and assigns, and this Note shall be binding on all heirs, executors, administrators, assigns, and successors of Borrower.

ASSIGNABILITY. Lender may assign, pledge or otherwise transfer this Note or any of its rights and powers under this Note without notice, with all or any of the obligations owing to Lender by Borrower, and in such event the assignee shall have the same rights as if originally named herein in place of Lender. Borrower may not assign this Note or any benefit accruing to it hereunder without the express written consent of the Lender.

DUTY TO NOTIFY. Borrower agrees to notify Lender if there is any change in the beneficial ownership information provided to Lender. Additionally, Borrower agrees to provide Lender with updated beneficial ownership information in the event there is any change in the beneficial ownership information provided to Lender.

ORAL AGREEMENTS DISCLAIMER. This Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

GOVERNING LAW. This Note is governed by the laws of the state of Georgia except to the extent that federal law controls.

HEADING AND GENDER. The headings preceding text in this Note are for general convenience in identifying subject matter, but have no limiting impact on the text which follows any particular heading. All words used in this Note shall be construed to be of such gender or number as the circumstances require.

ATTORNEYS’ FEES AND OTHER COSTS. If legal proceedings are instituted to enforce the terms of this Note, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable attorneys’ fees. Attorney fees shall not exceed 15 percent of the principal and interest owing.

By signing this Note, Borrower acknowledges reading, understanding, and agreeing to all its provisions and receipt hereof.

Spaulding MHP, LLC

By: Manufactured Housing Properties, Inc, Member

/s/ Jay Wardlaw III		7/22/2022
By:	Jay Wardlaw III	Date
Its: President

LENDER: PrimeSouth Bank

/s/ Rene Hutto		7/22/2022
By:	Rene Hutto	Date
Its: VP, Loan Officer

© 2004-2020 Compliance Systems, Inc. bc30625e-4016be23 - 2019.302.1.5		www.compliancesystems.com
Commercial Promissory Note - DL4006	Page 3 of 4	CSi

© 2004-2020 Compliance Systems, Inc. bc30625e-4016be23 - 2019.302.1.5		www.compliancesystems.com
Commercial Promissory Note - DL4006	Page 4 of 4	CSi

Exhibit 10.20

COMMERCIAL SECURITY AGREEMENT		PrimeSouth Bank
		375 W Cherry St
		Jesup, Georgia 31545-1440
		(912)427-6670

AGREEMENT DATE
July 22, 2022

BORROWER INFORMATION

Spaulding MHP, LLC
3840 Highway 17S

Brunswick, GA 31523

COLLATERAL OWNER INFORMATION

Spaulding MHP, LLC
3840 Highway 17S

Brunswick, GA 31523

AGREEMENT. For purposes of this document, the term “Agreement” is used when reference is made to this Commercial Security Agreement.

LENDER. “Lender” means PrimeSouth Bank whose address is 375 W Cherry St, Jesup, Georgia 31545-1440, its successors and assigns.

DEBTOR. For purposes of this Agreement, “Debtor” refers to any party to this Agreement, whose name and address is recited above, and who executes this Agreement.

SECURITY INTEREST GRANT. Debtor, in consideration of the Obligations to Lender, as defined in the “OBLIGATIONS” provision below, hereby agrees to all of the terms of this Agreement and further hereby specifically grants Lender a continuing security interest in the Collateral as defined in the “DESCRIPTION OF COLLATERAL” provision below. Debtor further grants Lender a security interest in the proceeds of said Collateral; the proceeds of hazard insurance and eminent domain or condemnation awards involving the Collateral; all products of, and accessions to, such Collateral or interests therein; any and all deposits or other sums at any time credited by or due from Lender to Debtor; and any and all instruments, documents, policies, and certificates of insurance, securities, goods, accounts receivable, choses in action, chattel paper, cash, property, and the proceeds thereof (whether or not the same are Collateral or proceeds thereof hereunder), owned by Debtor or in which Debtor has an interest which are now or at any time hereafter in possession or control of Lender, or in transit by mail or carrier to or from Lender, or in possession of any third party acting on Lender’s behalf, without regard to whether Lender received the same in pledge, for safekeeping, as agent or otherwise, or whether Lender has conditionally released the same. Debtor’s grant of a continuing security interest in the foregoing described Collateral secures to Lender the payment of all loans, advances, and extensions of credit from Lender to Borrower, including all renewals and extensions thereof, and any and all obligations of every kind whatsoever, whether heretofore, now, or hereafter existing or arising between Lender and Borrower and howsoever incurred or evidenced, whether primary, secondary, contingent, or otherwise.

OBLIGATIONS. As used in this Agreement, the term “Obligations” shall mean any and all of Debtor’s obligations to Lender, whether they arise under this Agreement or the note, loan agreement, guaranty, or other evidence of debt executed in connection with this Agreement, or under any other mortgage, trust deed, deed of trust, security deed, security agreement, note, lease, instrument, contract, document, or other similar writing heretofore, now, or hereafter executed by the Borrower to Lender, including any renewals, extensions and modifications thereof, and including oral agreements and obligations arising by operation of law. The Obligations shall also include all expenditures that Lender may make under the terms of this Agreement or for the benefit of Borrower or Debtor, all interest, costs, expenses, and attorneys’ fees accruing to or incurred by Lender in enforcing the Obligations or in the protection, maintenance, preservation, or liquidation of the Collateral, and any of the foregoing that may arise after the filing of any petition by or against Borrower or Debtor under the Bankruptcy Code, irrespective of whether the obligations do not accrue because of the automatic stay under Bankruptcy Code Section 362 or otherwise.

RELATED DOCUMENTS. The words “Related Documents” mean all promissory notes, security agreements, prior mortgages, prior deeds of trust, prior deeds to secure debt, business loan agreements, construction loan agreements, resolutions, guaranties, environmental agreements, subordination agreements, assignments of leases and rents and any other documents or agreements executed in connection with this Agreement whether now or hereafter existing, including any modifications, extensions, substitutions or renewals of any of the foregoing. The Related Documents are hereby made a part of this Agreement by reference thereto, with the same force and effect as if fully set forth herein.

DESCRIPTION OF COLLATERAL. The collateral covered by this Agreement (the “Collateral”) is all of the Debtor’s property described below which the Debtor now owns or may hereafter acquire or create and all proceeds and products thereof, whether tangible or intangible, including proceeds of insurance and which may include, but shall not be limited to, any items listed on any schedule or list attached hereto.

Titled Vehicle. “Titled Vehicle” consists of any and all vehicle(s) described below, and all additions and accessions to the vehicle(s), and any replacements and substitutions of the vehicle(s). It also includes all documents of title related to the vehicle(s) identified below, as well as all products, rents, and proceeds of the identified vehicle(s).

*000000003244626005107222022*

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 1 of 7	www.compliancesystems.com
		CSi

MANUFACTURED HOUSING DESCRIPTION:

●

27 Various Manufacturer and Model Mobile Homes, Identification Number Attached as Exhibit “A”

WARRANTIES. The Debtor warrants the following: Debtor has or will acquire free and clear title to all of the Collateral, unless otherwise provided herein; the security interest granted to the Lender shall be a first security interest unless the Lender specifically agrees otherwise, and the Debtor will defend same to the Lender against the claims and demands of all persons; the Debtor will fully cooperate in placing, perfecting, or maintaining Lender’s lien or security interest; the Debtor agrees to take whatever actions requested by Lender to perfect and continue Lender’s security interest on the Collateral; the Debtor agrees not to allow or permit any lien, security interest, adverse claim, charge, or encumbrance of any kind against the Collateral or any part thereof, without the Lender’s prior written consent; all of the Collateral is located in the state of the Debtor’s address specified at the beginning of this Agreement, unless otherwise certified to and agreed to by the Lender, or, alternatively, is in possession of the Lender; the Debtor will not remove or change the location of any Collateral without the Lender’s prior written consent; the Debtor will use the Collateral only in the conduct of its own business, in a careful and proper manner; the Debtor will not use the Collateral or permit it to be used for any unlawful purpose; except as otherwise provided in this Agreement with respect to inventory, Debtor will not, without the Lender’s prior written consent, sell, assign, transfer, lease, charter, encumber, hypothecate, or dispose of the Collateral, or any part thereof, or any interest therein, nor will Debtor offer to sell, assign, transfer, lease, charter, encumber, hypothecate, or dispose of the Collateral, or any part thereof, or any interest therein; the Debtor will not conduct business under any name other than that given at the beginning of this Agreement, nor change, nor reorganize the type of business entity as described, except upon the prior written approval of the Lender, in which event the Debtor agrees to execute any documentation of whatsoever character or nature demanded by the Lender for filing or recording, at the Debtor’s expense, before such change occurs; the information regarding Debtor’s state of organization or formation as set forth in the Resolution is correct, and Debtor further warrants that Debtor will not change Debtor’s state of organization or formation without Lender’s prior written consent and will assist Lender with any changes to any documents, filings, or other records resulting or required therefrom; the Debtor will keep all records of account, documents, evidence of title, and all other documentation regarding its business and the Collateral at the address specified at the beginning of this Agreement, unless notice thereof is given to the Lender at least ten (10) days prior to the change of any address for the keeping of such records; the Debtor will, at all times, maintain the Collateral in good condition and repair and will not sell or remove same except as to inventory in the ordinary course of business; all financial information and statements delivered by the Debtor to the Lender to obtain loans and extensions of credit are true and correct and are prepared in accordance with generally accepted accounting principles; there has been no material adverse change in the financial condition of the Debtor since it last submitted any financial information to the Lender; there are no actions or proceedings, including set-off or counterclaim, which are threatened or pending against the Debtor which may result in any material adverse change in the Debtor’s financial condition or which might materially affect any of the Debtor’s assets; and the Debtor has duly filed all federal, state, municipal, and other governmental tax returns, and has obtained all licenses, permits, and the like which the Debtor is required by law to file or obtain, and all such taxes and fees for such licenses and permits required to be paid, have been paid in full.

INSURANCE. The Debtor agrees that it will, at its own expense, fully insure the Collateral against all loss or damage for any risk of whatsoever nature in such amounts, with such companies, and under such policies as shall be satisfactory to the Lender. All policies shall expressly provide that the Lender shall be the loss payee or, alternatively, if requested by Lender, mortgagee. The Lender is granted a security interest in the proceeds of such insurance and may apply such proceeds as it may receive toward the payment of the Obligations, whether or not due, in such order as the Lender may in its sole discretion determine. The Debtor agrees to maintain, at its own expense, public liability and property damage insurance upon all its other property, to provide such policies in such form as the Lender may approve, and to furnish the Lender with copies of other evidence of such policies and evidence of the payments of the premiums thereon. All policies of insurance shall provide for a minimum 10 days’ written notice of cancellation to Lender. At the request of Lender, such policies of insurance shall be delivered to and held by Lender. Debtor agrees that Lender is authorized to act as attorney for Debtor in obtaining, adjusting, settling, and canceling such insurance and endorsing any drafts or instruments issued or connected with such insurance. Debtor specifically authorizes Lender to disclose information obtained in conjunction with this Agreement and from policies of insurance to prospective insurers of the Collateral. If the Debtor at any time fails to obtain or to maintain any of the insurance required above or pay any premium in whole or in part relating thereto, the Lender, without waiving any default hereunder, may make such payment or obtain such policies as the Lender, in its sole discretion, deems advisable to protect the Debtor’s property. All costs incurred by the Lender, including reasonable attorneys’ fees, court costs, expenses, and other charges thereby incurred, shall become a part of the Obligations and shall be payable on demand.

ADDITIONAL COLLATERAL. In the event that Lender should, at any time, determine that the Collateral or Lender’s security interest in the Collateral is impaired, insufficient, or has declined or may decline in value, or if Lender should deem that payment of the Obligations is insecure, time being of the very essence, then Lender may require, and Debtor agrees to furnish, additional Collateral that is satisfactory to Lender. Lender’s request for additional collateral may be oral or in writing delivered by United States mail addressed to Debtor and shall not affect any other subsequent right of the Lender to request additional Collateral.

FINANCING STATEMENT(S) AND LIEN PERFECTION. Lender is authorized to file a conforming financing statement or statements to perfect its security interest in the Collateral, as provided in Revised Article 9, Uniform Commercial Code - Secured Transactions. Debtor agrees to provide such information, supplements, and other documents as Lender may from time to time require to supplement or amend such financing statement filings, in order to comply with applicable state or federal law and to preserve and protect the Lender’s rights in the Collateral. The Debtor further grants the Lender a power of attorney to execute any and all documents necessary for the Lender to perfect or maintain perfection of its security interest in the Collateral, and to change or correct any error on any financing statement or any other document necessary for proper placement of a lien on any Collateral which is subject to this Agreement.

LANDLORD’S WAIVER. Upon request, Debtor shall furnish to Lender, in a form and upon such terms as are acceptable to Lender, a landlord’s waiver of all liens with respect to any Collateral covered by this Agreement that is or may be located upon leased premises.

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 2 of 7	www.compliancesystems.com
		CSi

RELATIONSHIP TO OTHER AGREEMENTS. This Agreement and the security interests (and pledges and assignments, as applicable) herein granted are in addition to (and not in substitution, novation or discharge of) any and all prior or contemporaneous security agreements, security interest, pledges, assignments, mortgages, liens, rights, titles, or other interests in favor of Lender or assigned to Lender by others in connection with the Obligations. All rights and remedies of Lender in all such agreements are cumulative.

TAXES, LIENS, ETC. The Debtor agrees to pay all taxes, levies, judgments, assessments, and charges of any nature whatsoever relating to the Collateral or to the Debtor’s business. If the Debtor fails to pay such taxes or other charges, the Lender, at its sole discretion, may pay such charges on behalf of the Debtor; and all sums so dispensed by the Lender, including reasonable attorneys’ fees, court costs, expenses, and other charges relating thereto, shall become a part of the Obligations and shall be payable on demand.

ENVIRONMENTAL HAZARDS. Debtor certifies that as to any real estate which has been, is now, or will be in the future owned or occupied by Debtor, that such real estate has not in the past, nor will now or in the future be allowed in any manner to be exposed to or contain hazardous or environmentally harmful substances as may be defined or regulated by any local, state or federal law or regulation which impacts, in any way, such substances, except to the extent the existence of such substances has been presently disclosed in writing to Lender, and Debtor will immediately notify Lender in writing of any assertion made by any party to the contrary. Debtor indemnifies and holds Lender and Lender’s directors, officers, employees, and agents harmless from any liability or expense of whatsoever nature, including reasonable attorneys’ fees, incurred directly or indirectly as a result of Debtor’s involvement with hazardous or environmentally harmful substances as may be defined or regulated as such under any local, state or federal law or regulation or Debtor’s ownership or occupation of any real estate upon which any hazardous or environmentally harmful substance is or was previously located.

PROTECTION OF COLLATERAL. Debtor agrees that Lender may, at Lender’s sole option, whether before or after any event of default, and without prior notice to Debtor, take the following actions to protect Lender’s interest in the Collateral: (a) pay for the maintenance, preservation, repair, improvement, or testing of the Collateral; (b) pay any filing, recording, registration, licensing, certification, or other fees and charges related to the Collateral; or (c) take any other action to preserve and protect the Collateral or Lender’s rights and remedies under this Agreement, as Lender may deem necessary or appropriate from time to time. Debtor agrees that Lender is not obligated and has no duty whatsoever to take the foregoing actions. Debtor further agrees to reimburse Lender promptly upon demand for any payment made or any expenses incurred by Lender pursuant to this authorization. Payments and expenditures made by Lender under this authorization shall constitute additional Obligations, shall be secured by this Agreement, and shall bear interest thereon from the date incurred at the maximum rate of interest, including any default rate, if one is provided, as set forth in the notes secured by this obligation.

INFORMATION AND REPORTING. The Debtor agrees to supply to the Lender such financial and other information concerning its affairs and the status of any of its assets as the Lender, from time to time, may reasonably request. The Debtor further agrees to permit the Lender, its employees, and agents, to have access to the Collateral for the purpose of inspecting it, together with all of the Debtor’s other physical assets, if any, and to permit the Lender, from time to time, to verify Accounts, if any, as well as to inspect, copy, and to examine the books, records, and files of the Debtor.

CROSS-COLLATERALIZATION. Debtor agrees that any security interest provided in Collateral under this Agreement or any Collateral provided in connection with any and all other indebtedness of Debtor to Lender, whether or not such indebtedness is related by class or claim and whether or not contemplated by the parties at the time of executing each evidence of indebtedness, shall act as Collateral for all said indebtedness. This cross-collateralization provision shall not apply to any Collateral that is/are household goods or a principal dwelling.

DEFAULT. The occurrence of any of the following events shall constitute a default of this Agreement: (a) the non-payment, when due (whether by acceleration of maturity or otherwise), of any amount payable on any of the Obligations or any extension or renewal thereof; (b) the failure to perform any agreement of the Debtor contained herein or in any other agreement Debtor has or may have with Lender; (c) the publication of any statement, representation, or warranty, whether written or oral, by the Debtor to the Lender, which at any time is untrue in any respect as of the date made; (d) the condition that any Debtor becomes insolvent or unable to pay debts as they mature, or makes an assignment for the benefit of the Debtor’s creditors, or conveys substantially all of its assets, or in the event of any proceedings instituted by or against any Debtor alleging that such Debtor is insolvent or unable to pay debts as they mature (failure to pay being conclusive evidence of inability to pay); (e) Debtor makes application for appointment of a receiver or any other legal custodian, or in the event that a petition of any kind is filed under the Federal Bankruptcy Code by or against such Debtor and the resulting proceeding is not discharged within thirty days after filing; (f) the entry of any judgment against any Debtor, or the issue of any order of attachment, execution, sequestration, claim and delivery, or other order in the nature of a writ levied against the Collateral; (g) the death of any Debtor who is a natural person, or of any partner of any Debtor that is a partnership; (h) the dissolution, liquidation, suspension of normal business, termination of existence, business failure, merger, or consolidation or transfer of a substantial part of the property of any Debtor which is a corporation, limited liability company, partnership, or other non-individual business entity; (i) the Collateral or any part of the Collateral declines in value in excess of normal wear, tear, and depreciation or becomes, in the judgment of Lender, impaired, unsatisfactory, or insufficient in character or value, including but not limited to the filing of a competing financing statement; breach of warranty that the Debtor is the owner of the Collateral free and clear of any encumbrances (other than those encumbrances disclosed by Debtor or otherwise made known to Lender, and which were acceptable to Lender at the time); sale of the Collateral (except in the ordinary course of business) without Lender’s express written consent; failure to keep the Collateral insured as provided herein; failure to allow Lender to inspect the Collateral upon demand or at reasonable time; failure to make prompt payment of taxes on the Collateral; loss, theft, substantial damage, or destruction of the Collateral; and, when Collateral includes inventory, accounts, chattel paper, or instruments, failure of account debtors to pay their obligations in due course; or (j) the Lender in good faith, believes the Debtor’s ability to repay the Debtor’s indebtedness secured by this Agreement, any Collateral, or the Lender’s ability to resort to any Collateral, is or soon will be impaired, time being of the very essence.

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 3 of 7	www.compliancesystems.com
		CSi

REMEDY. Upon the occurrence of an event of default, Lender, at its option, shall be entitled to exercise any one or more of the remedies described in this Agreement, in all documents evidencing the Obligations, in any other agreements executed by or delivered by Debtor for benefit of Lender, in any third-party security agreement, mortgage, pledge, or guaranty relating to the Obligations, in the Uniform Commercial Code of the state in which Lender is located, and all remedies at law and equity, all of which shall be deemed cumulative. The Debtor agrees that, whenever a default exists, all Obligations may (notwithstanding any provision in any other agreement), at the sole option and discretion of the Lender and without demand or notice of any kind, be declared, and thereupon immediately shall become due and payable; and the Lender may exercise, from time to time, any rights and remedies, including the right to immediate possession of the Collateral, available to it under applicable law. The Debtor agrees, in the case of default, to assemble, at its own expense, all Collateral at a convenient place acceptable to the Lender. The Lender shall, in the event of any default, have the right to take possession of and remove the Collateral, with or without process of law, and in doing so, may peacefully enter any premises where the Collateral may be located for such purpose. Debtor waives any right that Debtor may have, in such instance, to a judicial hearing prior to such retaking. The Lender shall have the right to hold any property then in or upon said Collateral at the time of repossession not covered by the security agreement until return is demanded in writing by Debtor. Debtor agrees to pay all reasonable costs of the Lender in connection with the collecting of the Obligations and enforcement of any rights connected with retaking, holding, testing, repairing, improving, selling, leasing, or disposing of the Collateral, or like expenses. These expenses, together with interest thereon from the date incurred until paid by Debtor at the maximum post-default rate stated in the notes secured hereby, which Debtor agrees to pay, shall constitute additional Obligations and shall be secured by and entitled to the benefits of this Agreement. The Lender may sell, lease, or otherwise dispose of the Collateral, by public or private proceedings, for cash or credit, without assumption of credit risk. Unless the Collateral is perishable or threatens to decline speedily in value or of a type customarily sold on a recognized market, Lender will send Debtor reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition will be made. Any notification of intended disposition of the Collateral by the Lender shall be deemed to be reasonable and proper if sent United States mail, postage prepaid, electronic mail, facsimile, overnight delivery or other commercially reasonable means to the Debtor at least ten (10) days before such disposition, and addressed to the Debtor either at the address shown herein or at any other address provided to Lender in writing for the purpose of providing notice. Proceeds received by Lender from disposition of the Collateral may be applied toward Lender’s expenses and other obligations in such order or manner as Lender may elect. Debtor shall be entitled to any surplus if one results after lawful application of the proceeds. If the proceeds from a sale of the Collateral are insufficient to extinguish the Obligations of the Debtor hereunder, Debtor shall be liable for a deficiency. Lender shall have the right, whether before or after default, to collect and receipt for, compound, compromise, and settle, and give releases, discharges, and acquittances with respect to, any and all amounts owed by any person or entity with respect to the Collateral. Lender may remedy any default and may waive any default without waiving the default remedied and without waiving any other prior or subsequent default. The rights and remedies of the Lender are cumulative, and the exercise of any one or more of the rights or remedies shall not be deemed an election of rights or remedies or a waiver of any other right or remedy.

FUTURE ADVANCES AND AFTER-ACQUIRED PROPERTY. Future advances may be made at any time by the Lender under this Agreement to the extent allowed by law. The security interest grant contained in this Agreement also applies to any Collateral of the type(s) identified in this Agreement that the Debtor acquires after this Agreement is executed, except that no security interest attaches to after-acquired consumer goods unless the Debtor acquires rights in such goods within 10 days of Lender giving value. In anticipation of future advances by Lender, the Debtor authorizes Lender to file any necessary financing statements to protect Lender’s security interest.

EXERCISE OF LENDER’S RIGHTS. Any delay on the part of the Lender in exercising any power, privilege, or right hereunder, or under any other document executed by Debtor to the Lender in connection herewith, shall not operate as a waiver thereof, and no single or partial exercise thereof or any other power, privilege, or right shall preclude other or further exercise thereof. The waiver by the Lender of any default of the Debtor shall not constitute a waiver of subsequent default.

CONTINUING AGREEMENT. This is a continuing agreement and the security interest (and pledge and assignment, as applicable) hereby granted and all of the terms and provisions of this Agreement shall be deemed a continuing agreement and shall remain in full force and effect until the Obligations are paid in full. In the event that Lender should take additional Collateral, or enter into other security agreements, mortgages, guarantees, assignments, or similar documents with respect to the Obligations, or should Lender enter into other such agreements with respect to other obligations of Debtor, such agreements shall not discharge this Agreement, which shall be construed as cumulative and continuing and not alternative and exclusive.

Any attempted revocation or termination shall only be effective if explicitly confirmed in a signed writing issued by Lender to such effect and shall in no way impair or affect any transactions entered into or rights created or liabilities incurred or arising prior to such revocation or termination, as to which this Agreement shall be truly operative until same are repaid and discharged in full. Unless otherwise required by applicable law, Lender shall be under no obligation to issue a termination statement or similar document unless Debtor requests same in writing, and providing further, that all Obligations have been repaid and discharged in full and there are no commitments to make advances, incur any obligations, or otherwise give value.

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 4 of 7	www.compliancesystems.com
		CSi

ABSENCE OF CONDITIONS OF LIABILITY. This Agreement is unconditional. Lender shall not be required to exhaust its remedies against Debtor, other collateral, or guarantors, or pursue any other remedies within Lender’s power before being entitled to exercise its remedies hereunder. Lender’s rights to the Collateral shall not be altered by the lack of validity or enforceability of the Obligations against Debtor, and this Agreement shall be fully enforceable irrespective of any counterclaim which the Debtor may assert on the underlying debt and notwithstanding any stay, modification, discharge, or extension of Debtor’s Obligation arising by virtue of Debtor’s insolvency, bankruptcy, or reorganization, whether occurring with or without Lender’s consent.

NOTICES. Any notice or demand given by Lender to Debtor in connection with this Agreement, the Collateral, or the Obligations, shall be deemed given and effective upon deposit in the United States mail, postage prepaid, electronic mail, facsimile, overnight delivery or other commercially reasonable means addressed to Debtor at the address designated at the beginning of this Agreement, or such other address as Debtor may provide to Lender in writing from time to time for such purposes. Actual notice to Debtor shall always be effective no matter how such notice is given or received.

WAIVERS. Debtor waives notice of Lender’s acceptance of this Agreement, defenses based on suretyship, and to the fullest extent permitted by law, any defense arising as a result of any election by Lender under the Bankruptcy Code or the Uniform Commercial Code. Debtor and any maker, endorser, guarantor, surety, third-party pledgor, and other party executing this Agreement that is liable in any capacity with respect to the Obligations hereby waive demand, notice of intention to accelerate, notice of acceleration, notice of nonpayment, presentment, protest, notice of dishonor, and any other similar notice whatsoever.

JOINT AND SEVERAL LIABILITY. To the extent permitted by law, each Debtor executing this Agreement is jointly and severally bound.

SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but, in the event any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity and shall be severed from the rest of this Agreement without invalidating the remainder of such provision or the remaining provisions of this Agreement.

SURVIVAL. The rights and privileges of the Lender hereunder shall inure to the benefits of its successors and assigns, and this Agreement shall be binding on all heirs, executors, administrators, assigns, and successors of Debtor.

ASSIGNABILITY. Lender may assign, pledge, or otherwise transfer this Agreement or any of its rights and powers under this Agreement without notice, with all or any of the Obligations, and in such event the assignee shall have the same rights as if originally named herein in place of Lender. Debtor may not assign this Agreement or any benefit accruing to it hereunder without the express written consent of the Lender.

GOVERNING LAW. This Agreement has been delivered in the State of Georgia and shall be construed in accordance with the laws of that state.

HEADINGS AND GENDER. The headings preceding text in this Agreement are for general convenience in identifying subject matter, but have no limiting impact on the text which follows any particular heading. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require.

MISCELLANEOUS. Time is of the essence of this Agreement. Except as otherwise defined in this Agreement, all terms herein shall have the meanings provided by the Uniform Commercial Code as it has been adopted in the state of Georgia. All rights, remedies, and powers of the Lender hereunder are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all rights, remedies, and powers given hereunder or in or by any other instruments or by the provision of the Uniform Commercial Code as adopted in the state where the Lender is located, or any other laws, now existing or hereafter enacted. The Debtor specifically agrees that, if it has heretofore or hereafter executed any loan agreement in conjunction with the Agreement, any ambiguities between this Agreement and any such loan agreement shall be construed under the provisions of the loan agreement, to the extent that it may be necessary to eliminate any such ambiguity. Debtor releases Lender from any liability which might otherwise exist for any act or omission of Lender related to the collection of any debt secured by this Agreement or the disposal of any Collateral, except for the Lender’s willful misconduct.

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 5 of 7	www.compliancesystems.com
		CSi

ACKNOWLEDGMENT. Debtor acknowledges agreeing to all of the provisions in this Agreement, and further acknowledges receipt of a true and complete copy of this Agreement.

IN WITNESS WHEREOF, Debtor has executed this Agreement on the date and year shown below.

Spaulding MHP, LLC

By:	Manufactured Housing Properties, Inc, Owner

/s/ Jay Wardlaw III		7/22/2022
By:	Jay Wardlaw III	Date Its: President

LENDER: PrimeSouth Bank

/s/ Rene Hutto		7/22/2022
By:	Rene Hutto	Date
Its:	VP, Loan Officer

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 6 of 7	www.compliancesystems.com
		CSi

© 2004-2019 Compliance Systems, Inc. 13e953e4-0c37af60 - 2019.271.0.4
Commercial - Security Agreement DL4008	Page 7 of 7	www.compliancesystems.com

		CSi

Exhibit 10.21

Exhibit 10.22

MULTIFAMILY LOAN AND SECURITY AGREEMENT

(NON-RECOURSE)

BY AND BETWEEN

ANDERSON MHP LLC, a

South Carolina limited liability company

AND

KEYBANK NATIONAL ASSOCIATION, a

national banking association

DATED AS OF

September 1, 2022

TABLE OF CONTENTS

Article 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS		1

Section 1.01	Defined Terms	1
Section 1.02	Schedules, Exhibits, and Attachments Incorporated	1

Article 2 - GENERAL MORTGAGE LOAN TERMS		2

Section 2.01	Mortgage Loan Origination and Security	2
(a)	Making of Mortgage Loan	2
(b)	Security for Mortgage Loan	2
(c)	Protective Advances	2
Section 2.02	Payments on Mortgage Loan	2
(a)	Debt Service Payments	2
(b)	Capitalization of Accrued But Unpaid Interest	3
(c)	Late Charges	3
(d)	Default Rate	4
(e)	Address for Payments	5
(f)	Application of Payments	5
Section 2.03	Lockout/Prepayment	6
(a)	Prepayment; Prepayment Lockout; Prepayment Premium	6
(b)	Voluntary Prepayment in Full	6
(c)	Acceleration of Mortgage Loan	7
(d)	Application of Collateral	7
(e)	Casualty and Condemnation	7
(f)	No Effect on Payment Obligations	7
(g)	Loss Resulting from Prepayment	8

Article 3 - PERSONAL LIABILITY		8

Section 3.01	Non-Recourse Mortgage Loan; Exceptions	8
Section 3.02	Personal Liability of Borrower (Exceptions to Non-Recourse Provision)	9
(a)	Personal Liability Based on Lender’s Loss	9
(b)	Full Personal Liability for Mortgage Loan	10
Section 3.03	Personal Liability for Indemnity Obligations	11
Section 3.04	Lender’s Right to Forego Rights Against Mortgaged Property	11

Article 4 - BORROWER STATUS		11

Section 4.01	Representations and Warranties	11
(a)	Due Organization and Qualification; Organizational Agreements	11
(b)	Location	12
(c)	Power and Authority	12
(d)	Due Authorization	12
(e)	Valid and Binding Obligations	13
(f)	Effect of Mortgage Loan on Borrower’s Financial Condition	13
(g)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	13
(h)	Borrower Single Asset Status	14
(i)	No Bankruptcies or Judgments	16
(j)	No Actions or Litigation	16
(k)	Payment of Taxes, Assessments, and Other Charges	17
(l)	Not a Foreign Person	17
(m)	ERISA	17
(n)	Default Under Other Obligations	17
(o)	Prohibited Person	18
(p)	No Contravention	18
(q)	Lockbox Arrangement	18

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page i
Fannie Mae	07-21	© 2021 Fannie Mae

Section 4.02	Covenants	18
(a)	Maintenance of Existence; Organizational Documents	18
(b)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	19
(c)	Payment of Taxes, Assessments, and Other Charges	20
(d)	Borrower Single Asset Status	20
(e)	ERISA	21
(f)	Notice of Litigation or Insolvency	22
(g)	Payment of Costs, Fees, and Expenses	22
(h)	Restrictions on Distributions	23
(i)	Lockbox Arrangement	23

Article 5 - THE MORTGAGE LOAN		23

Section 5.01	Representations and Warranties	23
(a)	Receipt and Review of Loan Documents	23
(b)	No Default	23
(c)	No Defenses	23
(d)	Loan Document Taxes	23
Section 5.02	Covenants	24
(a)	Ratification of Covenants; Estoppels; Certifications	24
(b)	Further Assurances	24
(c)	Sale of Mortgage Loan	25
(d)	Limitations on Further Acts of Borrower	26
(e)	Financing Statements; Record Searches	26
(f)	Loan Document Taxes	27

Article 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE		27

Section 6.01	Representations and Warranties	27
(a)	Compliance with Law; Permits and Licenses	27
(b)	Property Characteristics	28
(c)	Property Ownership	28
(d)	Condition of the Mortgaged Property	28
(e)	Personal Property	28
Section 6.02	Covenants	29
(a)	Use of Property	29
(b)	Property Maintenance	29
(c)	Property Preservation	31
(d)	Property Inspections	32
(e)	Compliance with Laws	32
(f)	Cash Management	33
Section 6.03	Mortgage Loan Administration Matters Regarding the Property	35
(a)	Property Management	35
(b)	Subordination of Fees to Affiliated Property Managers	35
(c)	Property Condition Assessment	35

Article 7 - LEASES AND RENTS		35

Section 7.01	Representations and Warranties	35
(a)	Prior Assignment of Rents	36
(b)	Prepaid Rents	36
Section 7.02	Covenants	36
(a)	Leases	36
(b)	Commercial Leases	37
(c)	Payment of Rents	38
(d)	Assignment of Rents	38
(e)	Further Assignments of Leases and Rents	38
(f)	Options to Purchase by Tenants	38
Section 7.03	Mortgage Loan Administration Regarding Leases and Rents	39
(a)	Material Commercial Lease Requirements	39
(b)	Residential Lease Form	39

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page ii
Fannie Mae	07-21	© 2021 Fannie Mae

Article 8 - BOOKS AND RECORDS; FINANCIAL REPORTING		39

Section 8.01	Representations and Warranties	39
(a)	Financial Information	39
(b)	No Change in Facts or Circumstances	40
Section 8.02	Covenants	40
(a)	Obligation to Maintain Accurate Books and Records	40
(b)	Items to Furnish to Lender	40
(c)	Audited Financials	43
(d)	Delivery of Books and Records	44
Section 8.03	Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting	44
(a)	Lender’s Right to Obtain Audited Books and Records	44
(b)	Credit Reports; Credit Score	44

Article 9 - INSURANCE		45

Section 9.01	Representations and Warranties	45
(a)	Compliance with Insurance Requirements	45
(b)	Property Condition	45
Section 9.02	Covenants	45
(a)	Insurance Requirements	45
(b)	Delivery of Policies, Renewals, Notices, and Proceeds	46
Section 9.03	Mortgage Loan Administration Matters Regarding Insurance	46
(a)	Lender’s Ongoing Insurance Requirements	46
(b)	Application of Proceeds on Event of Loss	47
(c)	Payment Obligations Unaffected	49
(d)	Foreclosure Sale	49
(e)	Appointment of Lender as Attorney-In-Fact	49

Article 10 – CONDEMNATION		50

Section 10.01	Representations and Warranties	50
(a)	Prior Condemnation Action	50
(b)	Pending Condemnation Actions	50
Section 10.02	Covenants	50
(a)	Notice of Condemnation	50
(b)	Condemnation Proceeds	50
Section 10.03	Mortgage Loan Administration Matters Regarding Condemnation	51
(a)	Application of Condemnation Awards	51
(b)	Payment Obligations Unaffected	51
(c)	Appointment of Lender as Attorney-In-Fact	51
(d)	Preservation of Mortgaged Property	51

Article 11 - LIENS, TRANSFERS, AND ASSUMPTIONS		52

Section 11.01	Representations and Warranties	52
(a)	No Labor or Materialmen’s Claims	52
(b)	No Other Interests	52
Section 11.02	Covenants	52
(a)	Liens; Encumbrances	52
(b)	Transfers	53
(c)	No Other Indebtedness	57
(d)	No Mezzanine Financing or Preferred Equity	57
Section 11.03	Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions	57
(a)	Assumption of Mortgage Loan	57
(b)	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates	59
(c)	Estate Planning	59
(d)	Termination or Revocation of Trust	60
(e)	Death of Key Principal or Guarantor; Transfer Due to Death	60
(f)	Bankruptcy of Guarantor	61
(g)	Further Conditions to Transfers and Assumption	63

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page iii
Fannie Mae	07-21	© 2021 Fannie Mae

Article 12 - IMPOSITIONS		64

Section 12.01	Representations and Warranties	64
(a)	Payment of Taxes, Assessments, and Other Charges	64
Section 12.02	Covenants	65
(a)	Imposition Deposits, Taxes, and Other Charges	65
Section 12.03	Mortgage Loan Administration Matters Regarding Impositions	65
(a)	Maintenance of Records by Lender	65
(b)	Imposition Accounts	65
(c)	Payment of Impositions; Sufficiency of Imposition Deposits	66
(d)	Imposition Deposits Upon Event of Default	66
(e)	Contesting Impositions	66
(f)	Release to Borrower	66

Article 13 – REPLACEMENTS, REPAIRS, AND RESTORATION		67

Section 13.01	Covenants	67
(a)	Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account	67
(b)	Monthly Replacement Reserve Deposits	67
(c)	Payment and Deliverables for Replacements, Repairs, and Restoration	67
(d)	Assignment of Contracts for Replacements, Repairs, and Restoration	68
(e)	Indemnification	68
(f)	Amendments to Loan Documents	68
(g)	Administrative Fees and Expenses	68
Section 13.02	Mortgage Loan Administration Matters Regarding Reserves	69
(a)	Accounts, Deposits, and Disbursements	69
(b)	Approvals of Contracts; Assignment of Claims	75
(c)	Delays and Workmanship	75
(d)	Appointment of Lender as Attorney-In-Fact	76
(e)	No Lender Obligation	76
(f)	No Lender Warranty	76

Article 14 - DEFAULTS/REMEDIES		77

Section 14.01	Events of Default	77
(a)	Automatic Events of Default	77
(b)	Events of Default Subject to a Specified Cure Period	78
(c)	Events of Default Subject to Extended Cure Period	78
Section 14.02	Remedies	79
(a)	Acceleration; Foreclosure	79
(b)	Loss of Right to Disbursements from Collateral Accounts	79
(c)	Remedies Cumulative	79
Section 14.03	Additional Lender Rights; Forbearance	80
(a)	No Effect Upon Obligations	80
(b)	No Waiver of Rights or Remedies	81
(c)	Appointment of Lender as Attorney-In-Fact	81
(d)	Borrower Waivers	83
Section 14.04	Waiver of Marshaling	83

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page iv
Fannie Mae	07-21	© 2021 Fannie Mae

Article 15 - MISCELLANEOUS		84

Section 15.01	Governing Law; Consent to Jurisdiction and Venue	84
(a)	Governing Law	84
(b)	Venue	84
Section 15.02	Notice	84
(a)	Process of Serving Notice	84
(b)	Change of Address	85
(c)	Default Method of Notice	85
(d)	Receipt of Notices	85
Section 15.03	Successors and Assigns Bound; Sale of Mortgage Loan	85
(a)	Binding Agreement	85
(b)	Sale of Mortgage Loan; Change of Servicer	85
Section 15.04	Counterparts	85
Section 15.05	Joint and Several (or Solidary) Liability	86
Section 15.06	Relationship of Parties; No Third Party Beneficiary	86
(a)	Solely Creditor and Debtor	86
(b)	No Third Party Beneficiaries	86
Section 15.07	Severability; Entire Agreement; Amendments	86
Section 15.08	Construction	87
Section 15.09	Mortgage Loan Servicing	87
Section 15.10	Disclosure of Information	88
Section 15.11	Waiver; Conflict	88
Section 15.12	No Reliance	88
Section 15.13	Subrogation	89
Section 15.14	Counting of Days	89
Section 15.15	Revival and Reinstatement of Indebtedness	89
Section 15.16	Time is of the Essence	89
Section 15.17	Final Agreement	90
Section 15.18	WAIVER OF TRIAL BY JURY	90
Section 15.19	Tax Savings Clause	90

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page v
Fannie Mae	07-21	© 2021 Fannie Mae

MULTIFAMILY LOAN AND SECURITY AGREEMENT

(Non-Recourse)

This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”) is made as of the Effective Date (as hereinafter defined) by and between ANDERSON MHP LLC, a South Carolina limited liability company (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

RECITALS:

WHEREAS, Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined); and

WHEREAS, Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents (as hereinafter defined);

NOW, THEREFORE, in consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent, and warrant as follows:

AGREEMENTS:

Article 1 - DEFINITIONS; SUMMARY OF MORTGAGE
LOAN TERMS

Section 1.01 Defined Terms.

Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as Schedule 1 to this Loan Agreement.

Section 1.02 Schedules, Exhibits, and Attachments Incorporated.

The schedules, exhibits, and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive part of this Loan Agreement.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Article 1	07-21	© 2021 Fannie Mae

Article 2 - GENERAL MORTGAGE LOAN TERMS

Section 2.01 Mortgage Loan Origination and Security.

(a) Making of Mortgage Loan.

Subject to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan to Borrower, and Borrower hereby accepts the Mortgage Loan from Lender. Borrower covenants and agrees that it shall:

(1) pay the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents; and

(2) perform, observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.

(b) Security for Mortgage Loan.

The Mortgage Loan is made pursuant to this Loan Agreement, is evidenced by the Note, and is secured by the Security Instrument, this Loan Agreement, and the other Loan Documents that are expressly stated to be security for the Mortgage Loan.

As provided in the Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged Property.

Section 2.02 Payments on Mortgage Loan.

(a) Debt Service Payments.

(1) Short Month Interest.

If the date the Mortgage Loan proceeds are disbursed is any day other than the first day of the month, interest for the period beginning on the disbursement date and ending on and including the last day of the month in which the disbursement occurs shall be payable by Borrower on the date the Mortgage Loan proceeds are disbursed. In the event that the disbursement date is not the same as the Effective Date, then:

(A) the disbursement date and the Effective Date must be in the same month, and

(B) the Effective Date shall not be the first day of the month.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Article 2	07-21	© 2021 Fannie Mae

(2) Interest Accrual and Computation.

Except as provided in Section 2.02(a)(1), interest shall be paid in arrears. Interest shall accrue as provided in the Schedule of Interest Rate Type Provisions and shall be computed in accordance with the Interest Accrual Method. If the Interest Accrual Method is “Actual/360,” Borrower acknowledges and agrees that the amount allocated to interest for each month will vary depending on the actual number of calendar days during such month.

(3) Monthly Debt Service Payments.

Consecutive monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type), each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each Payment Date thereafter until the Maturity Date, at which time all Indebtedness shall be due. Any regularly scheduled Monthly Debt Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment Date solely for the purpose of calculating interest due. All payments made by Borrower under this Loan Agreement shall be made without set-off, counterclaim, or other defense.

(4) Payment at Maturity.

The unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the Maturity Date.

(5) Interest Rate Type.

See the Schedule of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.

(b) Capitalization of Accrued But Unpaid Interest.

Any accrued and unpaid interest on the Mortgage Loan remaining past due for thirty (30) days or more may, at Lender’s election, be added to and become part of the unpaid principal balance of the Mortgage Loan.

(1) If any Monthly Debt Service Payment due hereunder is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the applicable Payment Date, or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for repayment of the Mortgage Loan in full) or any other Loan Document is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such amount is due, inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender, the Late Charge.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 3
Article 2	07-21	© 2021 Fannie Mae

The Late Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).

(2) Borrower acknowledges and agrees that:

(A) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;

(B) it is extremely difficult and impractical to determine those additional expenses;

(D) the Late Charge represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the additional expenses Lender will incur by reason of any such late payment.

(d) Default Rate.

(1) Default interest shall be paid as follows:

(A) If any amount due in respect of the Mortgage Loan (other than amounts due on the Maturity Date) remains past due for thirty (30) days or more, interest on such unpaid amount(s) shall accrue from the date payment is due at the Default Rate and shall be payable upon demand by Lender.

(B) If any Indebtedness due is not paid in full on the Maturity Date, then interest shall accrue at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender.

Absent a demand by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service Payments. To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by Lender against Borrower in connection with the Mortgage Loan. To the extent Borrower or any other Person is vested with a right of redemption, interest shall continue to accrue at the Default Rate during any redemption period until such time as the Mortgaged Property has been redeemed.

(2) Borrower acknowledges and agrees that:

(A) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 4
Article 2	07-21	© 2021 Fannie Mae

(B) in connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time that any amount due in respect of the Mortgage Loan is delinquent for more than thirty (30) days:

(i) Lender’s risk of nonpayment of the Mortgage Loan will be materially increased;

(ii) Lender’s ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;

(iii) Lender will incur additional costs and expenses arising from its loss of the use of the amounts due;

(iv) it is extremely difficult and impractical to determine such additional costs and expenses;

(v) Lender is entitled to be compensated for such additional risks, costs, and expenses; and

(vi) the increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs, and expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances existing on the Effective Date).

(e) Address for Payments.

All payments due pursuant to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated from time to time by written notice to Borrower by Lender.

(f) Application of Payments.

If at any time Lender receives, from Borrower or otherwise, any payment in respect of the Indebtedness that is less than all amounts due and payable at such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined by Lender or hold in suspense and not apply such payment at Lender’s election. Neither Lender’s acceptance of a payment that is less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment, shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of any such payment to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan Documents shall remain unchanged.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 5
Article 2	07-21	© 2021 Fannie Mae

Section 2.03 Lockout/Prepayment.

(a) Prepayment; Prepayment Lockout; Prepayment Premium.

(1) Borrower shall not make a voluntary partial prepayment on the Mortgage Loan at any time during the Loan Term, or a voluntary full prepayment on the Mortgage Loan at any time during any Prepayment Lockout Period. Except as expressly provided in this Loan Agreement (including as provided in the Prepayment Premium Schedule), a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable in connection with any prepayment of the Mortgage Loan.

(2) If a Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal being prepaid at the time of such acceleration or application.

(b) Voluntary Prepayment in Full.

At any time after the expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment Date so long as:

(1) Borrower delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than sixty (60) days, but not less than thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail, or overnight courier) prior to such Intended Prepayment Date; and

(2) Borrower pays to Lender an amount equal to the sum of:

(A) the entire unpaid principal balance of the Mortgage Loan; plus

(B) all Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus

(D) all other Indebtedness.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 6
Article 2	07-21	© 2021 Fannie Mae

In connection with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date). Borrower further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However, if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date. If Borrower fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is approved by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall have the right to recalculate the payoff amount. If Borrower prepays the Mortgage Loan either in the following month or more than five (5) Business Days after the Intended Prepayment Date that was approved by Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment and the date such payment was received by Lender. Borrower shall immediately pay to Lender any additional amounts required by any such recalculation.

Upon acceleration of the Mortgage Loan, Borrower shall pay to Lender:

(1) the entire unpaid principal balance of the Mortgage Loan;

(2) all Accrued Interest (calculated through the last day of the month in which the acceleration occurs);

(3) the Prepayment Premium; and

(4) all other Indebtedness.

(d) Application of Collateral.

Any application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower. Any such prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in accordance with this Loan Agreement.

(e) Casualty and Condemnation.

Notwithstanding any provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring as a result of the application of any insurance proceeds or amounts received in connection with a Condemnation Action in accordance with this Loan Agreement.

(f) No Effect on Payment Obligations.

Unless otherwise expressly provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement Reserve Deposit, or other payment, or change the amount of any such payments or deposits.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 7
Article 2	07-21	© 2021 Fannie Mae

(g) Loss Resulting from Prepayment.

In any circumstance in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:

(1) any prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or following the occurrence of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense, and frustration or impairment of Lender’s ability to meet its commitments to third parties;

(2) it is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;

(3) the formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur as a result of a prepayment; and

(4) the provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s voluntary agreement to such prepayment provisions.

Article 3 - PERSONAL LIABILITY

Section 3.01 Non-Recourse Mortgage Loan; Exceptions.

Except as otherwise provided in this Article 3 or in any other Loan Document, none of Borrower, or any director, officer, manager, member, partner, shareholder, trustee, trust beneficiary, or employee of Borrower, shall have personal liability under this Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against Guarantor under any Loan Document.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 8
Article 2	07-21	© 2021 Fannie Mae

Section 3.02 Personal Liability of Borrower (Exceptions to Non-Recourse Provision).

(a) Personal Liability Based on Lender’s Loss.

Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any:

(1) failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):

(A) all Rents to which Lender is entitled under the Loan Documents; and

(B) the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases;

(2) failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.03(c);

(3) failure to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action, as required by the Loan Documents;

(4) failure to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports;

(5) except to the extent directed otherwise by Lender pursuant to Section 3.02(a)(1), failure to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year;

(6) waste or abandonment of the Mortgaged Property;

(7) grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 9
Article 3	07-21	© 2021 Fannie Mae

(8) any claims, actions, suits or proceedings arising from any tenant opportunity to purchase act applicable to and affecting the Mortgaged Property, including costs, attorneys’ fees, and expenses incurred in connection with such claims, actions, suits or proceedings; or

(9) failure to comply with all Lockbox Account provisions pursuant to Section 6.02(f).

Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate.

(b) Full Personal Liability for Mortgage Loan.

Borrower shall be personally liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon the occurrence of any of the following:

(1) failure by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement;

(2) a Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;

(3) the occurrence of any Bankruptcy Event (other than an acknowledgement in writing as described in clause (b) of the definition of “Bankruptcy Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally liable if such involuntary Bankruptcy Event occurs with the consent, encouragement, or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate;

(4) fraud, written material misrepresentation, or material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with any application for or creation of the Indebtedness;

(5) fraud, written intentional material misrepresentation, or intentional material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; or

(6) a Division that is not permitted under this Loan Agreement or any other Loan Document.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 10
Article 3	07-21	© 2021 Fannie Mae

Section 3.03 Personal Liability for Indemnity Obligations.

Borrower shall be personally and fully liable to Lender for Borrower’s indemnity obligations under Section 13.01(e) of this Loan Agreement, the Environmental Indemnity Agreement, and any other express indemnity obligations provided by Borrower under any Loan Document. Borrower’s liability for such indemnity obligations shall not be limited by the amount of the Indebtedness, the repayment of the Indebtedness, or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross negligence or willful misconduct of Lender as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

Section 3.04 Lender’s Right to Forego Rights Against Mortgaged Property.

To the extent that Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights against Borrower personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any rights against the Mortgaged Property, the UCC Collateral, or any other security, or pursued any rights against Guarantor, or pursued any other rights available to Lender under this Loan Agreement, any other Loan Document, or applicable law. For purposes of this Section 3.04 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower as required or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

Article 4 - BORROWER STATUS

Section 4.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Due Organization and Qualification; Organizational Agreements.

(1) Borrower is validly existing and qualified to transact business, and in good standing in:

(A) the state in which it is formed or organized;

(B) the Property Jurisdiction; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 11
Article 3	07-21	© 2021 Fannie Mae

(C) each other jurisdiction that qualification or good standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document.

(2) True, correct and complete organizational documents of Borrower, Guarantor and Key Principal have been delivered to Lender prior to the Effective Date. The Ownership Interests Schedule attached hereto as Schedule 8 to this Loan Agreement sets forth:

(A) the direct owners of Borrower and their respective interests;

(B) the indirect owners (and any non-member managers) of Borrower that Control Borrower and their respective interests (excluding any Publicly-Held Corporations or Publicly-Held Trusts); and

(C) the indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower and their respective interests (excluding any Publicly-Held Corporations or Publicly-Held Trusts).

(b) Location.

Borrower’s General Business Address is Borrower’s principal place of business and principal office.

Borrower has the requisite power and authority:

(1) to own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and

(2) to execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions contemplated by this Loan Agreement and the other Loan Documents to which it is a party.

(d) Due Authorization.

The execution, delivery, and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid execution, delivery, and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain good standing and its existence.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 12
Article 4	07-21	© 2021 Fannie Mae

(e) Valid and Binding Obligations.

This Loan Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court.

(f) Effect of Mortgage Loan on Borrower’s Financial Condition.

The Mortgage Loan will not render Borrower Insolvent. Borrower has sufficient working capital, including proceeds from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged Property, but also to pay all of Borrower’s outstanding debts as they come due, including all Debt Service Amounts, exclusive of Borrower’s ability to refinance or pay in full the Mortgage Loan on the Maturity Date. In connection with the execution and delivery of this Loan Agreement and the other Loan Documents (and the delivery to, or for the benefit of, Lender of any collateral contemplated thereunder), and the incurrence by Borrower of the obligations under this Loan Agreement and the other Loan Documents, Borrower did not receive less than reasonably equivalent value in exchange for the incurrence of the obligations of Borrower under this Loan Agreement and the other Loan Documents.

(g) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1) None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is in violation of any applicable civil or criminal laws or regulations, including those requiring internal controls, intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

(2) None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is a Person:

(A) against whom proceedings are pending for any alleged violation of any laws described in Section 4.01(g)(1);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 13
Article 4	07-21	© 2021 Fannie Mae

(B) that has been convicted of any violation of, has been subject to civil penalties or Economic Sanctions pursuant to, or had any of its property seized or forfeited under, any laws described in Section 4.01(g)(1);

(C) with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other applicable law; or

(D) that is deemed a Sanctioned Person.

(3) Borrower, Guarantor, and Key Principal are in compliance with all applicable Economic Sanctions laws and regulations.

(h) Borrower Single Asset Status.

Borrower:

(1) Does not own or lease any real property, personal property, or assets other than the Mortgaged Property, which include the Borrower-Owned Homes and the Site-Built-Homes.

(2) Does not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property, and the Borrower-Owned Homes and the Site-Built Homes, which are included in the definition of “Mortgaged Property”. Borrower-Owned Homes which are identified on Schedule 1 to Exhibit D to the Security Instrument may be sold by Borrower pursuant to Section 4.02 (d)(1).

(3) Does not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property, and the Site-Built Homes. which are included in the definition of “Mortgaged Property”. Site-Built Homes which are identified on Schedule 1 to Security Instrument.

(4) does not own or lease any real property, personal property, or assets other than the Mortgaged Property and the Borrower-Owned Homes;

(5) does not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property and the Borrower-Owned Homes, except that Borrower may sell the Borrower-Owned Homes as set forth in this Loan Agreement;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 14
Article 4	07-21	© 2021 Fannie Mae

(6) has no material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A) unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property) that (i) are not evidenced by a promissory note, (ii) are payable within sixty (60) days of the date incurred, and (iii) as of the Effective Date, do not exceed, in the aggregate, four percent (4%) of the original principal balance of the Mortgage Loan;

(B) if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate;

(C) obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents; and

(D) obligations under the Permitted Encumbrances;

(7) has maintained its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets have been included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

(8) has not commingled its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

(9) has been adequately capitalized in light of its contemplated business operations;

(10) has not assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument), or held out its credit as being available to satisfy the obligations of any other Person;

(11) has not made loans or advances to any other Person;

(12) has not entered into, and is not a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 15
Article 4	07-21	© 2021 Fannie Mae

(13) has not sought and has no plans to Divide at any time during the Loan Term.

(14) Does not own or lease any real property, personal property, or assets other than the Mortgaged Property, which include the Borrower-Owned Homes and the Site-Built-Homes.

(i) No Bankruptcies or Judgments.

None of Borrower, Guarantor, or Key Principal, or to Borrower’s knowledge, any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, is currently:

(1) the subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;

(2) preparing or intending to be the subject of a Bankruptcy Event;

(3) the subject of any judgment unsatisfied of record or docketed in any court; or

(4) Insolvent.

(j) No Actions or Litigation.

(1) Other than residential eviction actions in the ordinary course of business, there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending against or, to Borrower’s knowledge, threatened against or affecting Borrower or the Mortgaged Property not otherwise covered by insurance (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, equal opportunity, or any tenant opportunity to purchase act applicable to and affecting the Mortgaged Property, which shall always be disclosed); and

(2) there are no claims, actions, suits, or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened against or affecting Guarantor or Key Principal, which claims, actions, suits, or proceedings, if adversely determined (individually or in the aggregate) reasonably would be expected to materially adversely affect the financial condition or business of Borrower, Guarantor, or Key Principal or the condition, operation, or ownership of the Mortgaged Property (except claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 16
Article 4	07-21	© 2021 Fannie Mae

(k) Payment of Taxes, Assessments, and Other Charges.

Borrower confirms that:

(1) it has filed all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;

(2) it has paid, before any fine, penalty interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments due and payable with respect to such returns and reports;

(3) there is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower; and

(4) it has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.

(l) Not a Foreign Person.

Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.

(m) ERISA.

Borrower represents and warrants that:

(1) Borrower is not an Employee Benefit Plan;

(2) no asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(3) no asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(4) neither Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any ERISA Plan.

(n) Default Under Other Obligations.

(1) The execution, delivery, and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to which it is a party will not cause Borrower to be in default under the provisions of any agreement, judgment, or order to which Borrower is a party or by which Borrower is bound.

(2) None of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 17
Article 4	07-21	© 2021 Fannie Mae

(o) Prohibited Person.

None of Borrower, Guarantor, or Key Principal is a Prohibited Person. To Borrower’s knowledge, none of the following is a Prohibited Person:

(1) Any Person Controlling Borrower, Guarantor, or Key Principal; or

(2) Any Person Controlled by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal.

(p) No Contravention.

None of the (1) execution and delivery of this Loan Agreement and the other Loan Documents to which Borrower is a party, (2) fulfillment of or compliance with the terms and conditions of this Loan Agreement and the other Loan Documents to which Borrower is a party, or (3) performance of the obligations of Borrower under this Loan Agreement and the other Loan Documents does or will conflict with or result in any breach or violation of, or constitute a default under, any of the terms, conditions, or provisions of Borrower’s organizational documents, or any indenture, existing agreement, or other instrument to which Borrower is a party or to which Borrower, the Mortgaged Property, or other assets of Borrower are subject.

(q) Lockbox Arrangement.

Borrower is not party to any type of lockbox agreement or similar cash management arrangement that has not been approved by Lender in writing, and no direct or indirect owner of Borrower is party to any type of lockbox agreement or similar cash management arrangement with respect to Rents or other income from the Mortgaged Property that has not been approved by Lender in writing.

Section 4.02 Covenants.

(a) Maintenance of Existence; Organizational Documents.

Borrower shall maintain its existence, its entity status, franchises, rights, and privileges under the laws of the state of its formation or organization (as applicable). Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction in which qualification or standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability, or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document. Neither Borrower nor any partner, member, manager, officer, or director of Borrower shall:

(1) make or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating to the Control of Borrower, or

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 18
Article 4	07-21	© 2021 Fannie Mae

(2) file any action, complaint, petition, or other claim to:

(A) divide, partition, or otherwise compel the sale of the Mortgaged Property, or

(B) otherwise change the Control of Borrower.

(b) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(1) Borrower, Guarantor, Key Principal, and any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal shall remain in compliance with any applicable civil or criminal laws or regulations (including those requiring internal controls) intended to prohibit, prevent, or regulate money laundering, drug trafficking, terrorism, or corruption, of the United States and the jurisdiction where the Mortgaged Property is located or where the Person resides, is domiciled, or has its principal place of business.

(2) At no time shall Borrower, Guarantor, or Key Principal, or any Person Controlling Borrower, Guarantor, or Key Principal, or any Person Controlled by Borrower, Guarantor, or Key Principal that also has a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal, be a Person:

(A) against whom proceedings are pending for any alleged violation of any laws described in Section 4.02(b)(1);

(D) that is deemed a Sanctioned Person.

(3) Borrower, Guarantor, and Key Principal shall at all times remain in compliance with any applicable Economic Sanctions laws and regulations.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 19
Article 4	07-21	© 2021 Fannie Mae

Borrower shall file all federal, state, county, and municipal tax returns and reports required to be filed by Borrower and shall pay, before any fine, penalty interest, or cost may be added thereto, all taxes payable with respect to such returns and reports.

(d) Borrower Single Asset Status.

Until the Indebtedness is fully paid, Borrower:

(1) shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property, which includes the Site-Built Homes.

(2) shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property.

(3) shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property and the Borrower-Owned Homes;

(4) shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property and the Borrower-Owned Homes, except that Borrower may sell the Borrower-Owned Homes as set forth in this Loan Agreement;

(5) shall not commingle its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

(6) shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets are included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

(7) shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A) unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts (i) to be paid out of the Replacement Reserve Account or Repairs Escrow Account, or (ii) for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables (1) are not evidenced by a promissory note, (2) are payable within sixty (60) days of the date incurred, and (3) as of any date, do not exceed, in the aggregate, two percent (2%) of the original principal balance of the Mortgage Loan; provided, however, that otherwise compliant outstanding trade payables may exceed two percent (2%) up to an aggregate amount of four percent (4%) of the original principal balance of the Mortgage Loan for a period (beginning on or after the Effective Date) not to exceed ninety (90) consecutive days;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 20
Article 4	07-21	© 2021 Fannie Mae

(B) if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate;

(C) obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents; and

(D) obligations under the Permitted Encumbrances;

(8) shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument) or hold out its credit as being available to satisfy the obligations of any other Person;

(9) shall not make loans or advances to any other Person;

(10) shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party; or

(11) shall not Divide.

(e) ERISA.

Borrower covenants that:

(1) no asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(2) no asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(3) neither Borrower nor any ERISA Affiliate shall incur any obligation or liability with respect to any ERISA Plan.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 21
Article 4	07-21	© 2021 Fannie Mae

(f) Notice of Litigation or Insolvency.

Borrower shall give immediate written notice to Lender of any claims, actions, suits, or proceedings at law or in equity (including any insolvency, bankruptcy, or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor, Key Principal, or the Mortgaged Property, which claims, actions, suits, or proceedings, if adversely determined reasonably would be expected to materially adversely affect the financial condition or business of Borrower, Guarantor, or Key Principal, or the condition, operation, or ownership of the Mortgaged Property (including any claims, actions, suits, or proceedings regarding fair housing, anti-discrimination, equal opportunity, or any tenant opportunity to purchase act applicable to and affecting the Mortgaged Property, which shall always be deemed material).

(g) Payment of Costs, Fees, and Expenses.

In addition to the payments specified in this Loan Agreement, Borrower shall pay, on demand, all of Lender’s out-of-pocket fees, costs, charges, or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection with:

(1) any amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendment, consent, or waiver is entered into);

(2) defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:

(A) the Mortgaged Property;

(B) any event, act, condition, or circumstance in connection with the Mortgaged Property; or

(C) the relationship between or among Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement;

(3) the administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted pursuant to the Loan Documents; and

(4) any Bankruptcy Event or Guarantor Bankruptcy Event.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 22
Article 4	07-21	© 2021 Fannie Mae

(h) Restrictions on Distributions.

No distributions or dividends of any nature with respect to Rents or other income from the Mortgaged Property shall be made to any Person having a direct ownership interest in Borrower if an Event of Default has occurred and is continuing.

(i) Lockbox Arrangement.

Borrower shall not enter into any type of lockbox agreement or similar cash management arrangement that has not been approved by Lender in writing, and no direct or indirect owner of Borrower shall enter into any type of lockbox agreement or similar cash management arrangement with respect to Rents or other income from the Mortgaged Property that has not been approved by Lender in writing. Lender’s approval of any such cash management arrangement may be conditioned upon requiring Borrower to enter into a lockbox agreement or similar cash management arrangement with Lender in form and substance acceptable to Lender with regard to Rents and other income from the Mortgaged Property.

Article 5 - THE MORTGAGE LOAN

Section 5.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Receipt and Review of Loan Documents.

Borrower has received and reviewed this Loan Agreement and all of the other Loan Documents.

(b) No Default.

No default exists under any of the Loan Documents.

The Loan Documents are not currently subject to any right of rescission, set-off, counterclaim, or defense by either Borrower or Guarantor, including the defense of usury, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim, or defense with respect thereto.

(d) Loan Document Taxes.

All mortgage, mortgage recording, stamp, intangible, or any other similar taxes required to be paid by any Person under applicable law currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents, including the Security Instrument, have been paid or will be paid in the ordinary course of the closing of the Mortgage Loan.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 23
Article 4	07-21	© 2021 Fannie Mae

Section 5.02 Covenants.

(a) Ratification of Covenants; Estoppels; Certifications.

Borrower shall:

(1) promptly notify Lender in writing upon any violation of any covenant set forth in any Loan Document of which Borrower has notice or knowledge; provided, however, any such written notice by Borrower to Lender shall not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement or any other Loan Document; and

(2) within ten (10) days after a request from Lender, provide a written statement, signed and acknowledged by Borrower, certifying to Lender or any person designated by Lender, as of the date of such statement:

(A) that the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are in full force and effect as modified and setting forth such modifications);

(B) the unpaid principal balance of the Mortgage Loan;

(D) that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail);

(E) whether or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender under the Loan Documents; and

(F) any additional facts reasonably requested in writing by Lender.

(b) Further Assurances.

(1) Other Documents As Lender May Require.

Within ten (10) days after request by Lender, Borrower shall, subject to Section 5.02(d) below, execute, acknowledge, deliver, and, if necessary, file or record, at its cost and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers, documents, agreements, assurances, and such other instruments as Lender may reasonably require from time to time in order to better assure, grant, and convey to Lender the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 24
Article 5	07-21	© 2021 Fannie Mae

(2) Corrective Actions.

Within ten (10) days after request by Lender, Borrower shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense, such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of its rights under the related commitment letter between Borrower and Lender or to correct patent mistakes in the Loan Documents, the Title Policy, or the funding of the Mortgage Loan.

(3) Compliance with Investor Requirements.

Without limiting the generality of subsections (1) and (2) above, Borrower shall, subject to Section 5.02(d) below, take all reasonable actions necessary to comply with the requirements of Lender to enable Lender to sell any MBS backed by the Mortgage Loan or create or maintain the expected federal income tax treatment of any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS as a Fixed Investment Trust or REMIC, as the case may be, within the meaning of the Treasury Regulations.

Borrower shall, subject to Section 5.02(d) below:

(1) comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days after the request, at Borrower’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to:

(A) enable Lender to sell the Mortgage Loan or participation interests therein to such Investor;

(B) enable Lender to obtain a refund of any commitment fee from any such Investor;

(D) create or maintain the expected federal income tax treatment of any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS as a Fixed Investment Trust or REMIC, as the case may be, within the meaning of the Treasury Regulations;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 25
Article 5	07-21	© 2021 Fannie Mae

(2) ratify and affirm in writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified as necessary to reflect changes that have occurred subsequent to the Effective Date;

(3) confirm that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail); and

(4) execute and deliver to Lender and/or any Investor such other documentation, including any amendments, corrections, deletions, or additions to this Loan Agreement or other Loan Document(s) as is reasonably required by Lender or such Investor.

(d) Limitations on Further Acts of Borrower.

Nothing in Section 5.02(b) and Section 5.02(c) shall require Borrower to do any further act that has the effect of:

(1) changing the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;

(2) imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower and Lender; or

(3) materially changing the rights and obligations of Borrower or Guarantor under the commitment letter.

(e) Financing Statements; Record Searches.

(1) Borrower shall pay all costs and expenses associated with:

(A) any filing or recording of any financing statements, including all continuation statements, termination statements, and amendments or any other filings related to security interests in or liens on collateral; and

(B) any record searches for financing statements that Lender may require.

(2) Borrower hereby authorizes Lender to file any financing statements, continuation statements, termination statements, and amendments (including an “all assets” or “all personal property” collateral description or words of similar import) in form and substance as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and to the extent Lender has filed any such financing statements, continuation statements, or amendments prior to the Effective Date, such filings by Lender are hereby authorized and ratified by Borrower).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 26
Article 5	07-21	© 2021 Fannie Mae

(f) Loan Document Taxes.

Borrower shall pay, on demand, any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Authority in connection with the execution, delivery, recordation, filing, registration, perfection, or enforcement of any of the Loan Documents or the Mortgage Loan.

Article 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE

Section 6.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Compliance with Law; Permits and Licenses.

(1) To Borrower’s knowledge, all improvements to the Land and the use of the Mortgaged Property comply with all applicable laws, ordinances, statutes, rules, and regulations, including all applicable statutes, rules, and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing (including all applicable source of income laws, ordinances, statutes, rules and regulations), and rent control, and Borrower has no knowledge of any action or proceeding (or threatened action or proceeding) regarding noncompliance or nonconformity with any of the foregoing.

(2) To Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.

(3) To Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits or approvals which will be timely obtained in the ordinary course of business.

(4) All required permits, licenses, and certificates to comply with all zoning and land use statutes, laws, ordinances, rules, and regulations, and all applicable health, fire, safety, and building codes, and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent, have been obtained and are in full force and effect.

(5) No portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 27
Article 5	07-21	© 2021 Fannie Mae

(6) All required rights, permissions, consents, and express irrevocable waivers from each tenant necessary to comply with all applicable privacy laws, to provide such tenant’s personal data (including similar terms under applicable law) to Lender, sufficient to permit Lender to lawfully use and process such personal data for the purposes of servicing, enforcement, evaluation, reporting, auditing, loan selling or purchasing, securitization, compliance and risk analysis and assessments, and any other purpose identified in the Lender’s privacy notice have been obtained and are in full force and effect.

(b) Property Characteristics.

(1) The Mortgaged Property contains at least:

(A) the Property Square Footage;

(B) the Total Parking Spaces; and

(2) No part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lot or parcels for the Land.

Borrower is sole owner or ground lessee of the Mortgaged Property.

(d) Condition of the Mortgaged Property.

(1) Borrower has not made any claims, and to Borrower’s knowledge, no claims have been made, against any contractor, engineer, architect, or other party with respect to the construction or condition of the Mortgaged Property or the existence of any structural or other material defect therein; and

(2) neither the Land nor the Improvements have sustained any damage other than damage which has been fully repaired, or is fully insured and is being repaired in the ordinary course of business.

(e) Personal Property.

Borrower owns (or, to the extent disclosed on the Exceptions to Representations and Warranties Schedule, leases) all of the Personal Property and all of the Personalty (as defined in the UCC) that is material to and is used in connection with the management, ownership, and operation of the Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 28
Article 6	07-21	© 2021 Fannie Mae

Section 6.02 Covenants.

(a) Use of Property.

From and after the Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:

(1) change the use of all or any part of the Mortgaged Property;

(2) convert any individual dwelling units or common areas to commercial use, or convert any common area or commercial use to individual dwelling units;

(3) initiate or acquiesce in a change in the zoning classification of the Land;

(4) establish any condominium or cooperative regime with respect to the Mortgaged Property;

(5) subdivide the Land; or

(6) suffer, permit, or initiate the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax lot or parcel, or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the Land.

(b) Property Maintenance.

Borrower shall:

(1) pay the expenses of operating, managing, maintaining, and repairing the Mortgaged Property (including insurance premiums, utilities, Repairs, and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added;

(2) keep the Mortgaged Property in good repair and marketable condition (ordinary wear and tear excepted) (including the replacement of Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b)(3) and Section 10.03(d) restore or repair promptly, in a good and workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not any insurance proceeds received upon an event of loss or any amounts received in connection with a Condemnation Action are available to cover any costs of such restoration or repair;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 29
Article 6	07-21	© 2021 Fannie Mae

(3) commence all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:

(A) with respect to any Required Repairs, promptly following the Effective Date (subject to Force Majeure, if applicable), in accordance with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the Effective Date;

(B) with respect to Additional Lender Repairs, in the event that Lender determines that Additional Lender Repairs are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs (subject to Force Majeure, if applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical; and

(C) with respect to Additional Lender Replacements, in the event that Lender determines that Additional Lender Replacements are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Replacements (subject to Force Majeure, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical;

(4) make, construct, install, diligently perform, and complete all Replacements, Repairs, Restoration, and any other work permitted under the Loan Documents:

(A) in a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including mechanics’ or materialmen’s liens and encumbrances (except Permitted Encumbrances and mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials);

(B) in accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building codes, special use permits, and environmental regulations;

(D) within all timeframes required by Lender, and Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except when Force Majeure exists and Borrower is diligently pursuing the reinstitution of such work, provided, however, any such abandonment or cessation shall not in any event allow the Repair to be completed after the Completion Period, subject to Force Majeure);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 30
Article 6	07-21	© 2021 Fannie Mae

(5) subject to the terms of Section 6.03(a), provide for professional management of the Mortgaged Property by a residential rental property manager satisfactory to Lender under a contract approved by Lender in writing;

(6) give written notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan, or Lender’s rights under this Loan Agreement; and

(7) upon Lender’s written request, submit to Lender any contracts or work orders described in Section 13.02(b).

Borrower shall:

(1) not commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;

(2) not (or otherwise permit any other Person to) demolish, make any change in the unit mix, otherwise alter the Mortgaged Property or any part of the Mortgaged Property, or remove any Personalty or Fixtures from the Mortgaged Property, except for: (A) alterations required in connection with Repairs, Replacements, or Restoration; or (B) the replacement of tangible Personalty or Fixtures, provided (i) such Personalty or Fixtures are replaced with items of equal or better function and quality, and (ii) such replacement does not result in any disruption in occupancy (other than in connection with the routine re-leasing of units);

(3) not engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged Property;

(4) not permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this Loan Agreement; or

(5) not subject the Mortgaged Property to any voluntary, elective, or non-compulsory tax lien or assessment (or opt in to any voluntary, elective, or non-compulsory special tax district or similar regime).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 31
Article 6	07-21	© 2021 Fannie Mae

(d) Property Inspections.

Borrower shall:

(1) permit Lender, its agents, representatives, and designees to enter upon and inspect the Mortgaged Property (including in connection with any Replacement, Repair, or Restoration, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall cooperate and provide access to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases):

(A) during normal business hours;

(B) at such other reasonable time upon reasonable notice of not less than one (1) Business Day;

(D) at any time after an Event of Default has occurred and is continuing; and

(2) pay for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.

(e) Compliance with Laws.

Borrower shall:

(1) comply with all laws, ordinances, statutes, rules, and regulations of any Governmental Authority and all recorded lawful covenants and agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations, and covenants pertaining to construction of improvements on the Land, fair housing (including all applicable source of income laws, ordinances, statutes, rules and regulations), and requirements for equal opportunity, anti-discrimination, and Leases;

(2) procure and maintain all required permits, licenses, charters, registrations, and certificates necessary to comply with all zoning and land use statutes, laws, ordinances, rules and regulations, and all applicable health, fire, safety, and building codes and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses, or the equivalent;

(3) comply with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;

(4) at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 32
Article 6	07-21	© 2021 Fannie Mae

(5) promptly after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority with respect to the Mortgaged Property;

(6) cooperate fully with Lender with respect to any proceedings before any court, board, or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings; and

(7) procure and maintain all required rights, permissions, consents, and express irrevocable waivers from each tenant necessary to comply with all applicable privacy laws, to provide such tenant’s personal data (including similar terms under applicable law) to Lender, sufficient to permit Lender to lawfully use and process such personal data for the purposes of servicing, enforcement, evaluation, reporting, auditing, loan selling or purchasing, securitization, compliance and risk analysis and assessments, and any other purpose identified in the Lender’s privacy policy as amended from time to time.

(f) Cash Management.

(1) Establishing the Lockbox Account. Within thirty (30) days of the Effective Date, Borrower shall establish and maintain an account (the “Lockbox Account”) at a financial institution acceptable to Lender in Lender’s sole discretion, opened in Borrower’s name for the benefit of Lender as collateral agent for Fannie Mae. The Lockbox Account shall be established at Truist Bank (the “Lockbox Bank”). Commencing on the establishment of the Lockbox Account and continuing until the Indebtedness has been satisfied, Borrower shall cause all tenants of the Mortgaged Property to directly deposit (1) all Rents from the Mortgaged Property (which includes the Borrower-Owned Homes) into the Lockbox Account. Borrower shall deposit and cause its property manager and/or any agent receiving Rents and all other amounts under the MH Site Leases, Borrower-Owned Home MH Leases, or any other Leases, to directly deposit all Rents and other income and revenue from the Mortgaged Property into the Lockbox Account within two (2) Business Days of receipt of same from any tenant. The Lockbox Account shall be under the sole dominion and control of Lender and shall be maintained by Borrower during the term of the Mortgage Loan. Borrower and each respective borrower under the Other Loans, Lender and Lockbox Bank shall execute a Deposit Account Control Agreement approved by Lender (the “DACA”) with respect to such Lockbox Account, which DACA will remain in place until all Indebtedness hereunder has been satisfied and all indebtedness under all Other Loans has been satisfied. Borrower shall not amend, modify, cancel or terminate the DACA without Lender’s prior written consent. Borrower hereby pledges, assigns and grants a security interest to Lender, as security for payment of the Indebtedness and the performance of all other terms, conditions and covenants of the Loan Documents on Borrower’s part to be paid and performed, in all of Borrower’s right, title and interest in and to the funds in the Lockbox Account and all profits and proceeds thereof, which security interest is prior to all other liens. Borrower agrees to execute, acknowledge, deliver, file or do, at its sole cost and expense, all other acts, assignments, notices, agreements or other instruments as Lender may require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to Lender by this Section 6.02(f); provided that the same shall not increase Borrower’s obligations or liabilities, or decrease Borrower’s rights, other than in de minimis respects Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the funds in the Lockbox Account or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Indebtedness.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 33
Article 6	07-21	© 2021 Fannie Mae

(2) Cash Management Account. All funds in the Lockbox Account shall be swept daily to an operating account designated by Borrower and each Borrower of the Other Loans as provided for in the DACA, available for each such Borrower’s us until such time as Lender has notified Lockbox Bank of the existence of an Event of Default. Following an Event of Default, Lender shall instruct Lockbox Bank to transfer all funds deposited into the Lockbox Account into the Cash Management Account, from and after which time, Lockbox Bank shall transfer all funds in the Lockbox Account on each Business Day to an account established, maintained, in the name of and controlled by Lender (the “Cash Management Account”). So long as the Mortgaged Property is not transferred through foreclosure or acceptance of a deed-in-lieu thereof, upon repayment in full of the Indebtedness, Lender shall promptly cause any funds remaining in Lender’s Cash Management Account to be transferred to Borrower.

(3) Rent Notice. Within ten (10) Business Days after the establishment of the Lockbox Account, Borrower shall send a notice to all tenants of the Mortgaged Property (the “Rent Notice”) directing the tenants to pay Rent and any other payments due to Borrower under the MH Site Leases and Borrower-Owned Home, MH Leases and other Leases directly to the Lockbox Account. Simultaneously with the execution of any new MH Site Lease and/or Borrower-Owned Home, MH Lease, or other Lease, Borrower shall send a Rent Notice to each new tenant. If, despite receipt of the Rent Notice, a tenant makes a payment of Rent or any other payments due to Borrower to any account other than the Lockbox Account, Borrower shall, or shall cause the property manager, and/or any agent receiving Rents and all other amounts to deposit any rent check received from a tenant and any other payments due to Borrower under the MH Site Leases and/or Borrower-Owned Home MH Lease or other Leases directly into the Lockbox Account within two (2) Business Days after receipt of the same from tenant thereof. Borrower shall not revoke, terminate, or cause the revocation or termination of the DACA that has been approved by Lender as of the Effective Date.

(4) In the event Lockbox Bank or Lender terminates the DACA for any reason, Borrower immediately, but in any event within five (5) days thereof, establish and maintain a new segregated account to be the Lockbox Account at an eligible financial institution selected or approved by Lender, in Lender’s sole discretion, and execute and deliver a new DACA and such other documents and agreements with respect thereto as Lender shall reasonably require.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 34
Article 6	07-21	© 2021 Fannie Mae

Section 6.03 Mortgage Loan Administration Matters Regarding the Property.

(a) Property Management.

From and after the Effective Date, each property manager and each property management agreement must be approved by Lender. If, in connection with the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that Borrower enter into a written contract for management of the Mortgaged Property, and Borrower later elects to enter into a written contract or change the management of the Mortgaged Property, such new property manager or the property management agreement must be approved by Lender. As a condition to any approval by Lender, Lender may require that Borrower and such new property manager enter into a collateral assignment of the property management agreement on a form approved by Lender.

(b) Subordination of Fees to Affiliated Property Managers.

Any property manager that is a Borrower Affiliate to whom fees are payable for the management of the Mortgaged Property must enter into an assignment of management agreement or other agreement with Lender, in a form approved by Lender, providing for subordination of those fees and such other provisions as Lender may require.

If, in connection with any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated (ordinary wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a property condition assessment of the Mortgaged Property. Lender’s right to obtain a property condition assessment pursuant to this Section 6.03(c) shall be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration. Any such inspection or property condition assessment may result in Lender requiring Additional Lender Repairs or Additional Lender Replacements as further described in Section 13.02(a)(9)(B).

Article 7 - LEASES AND RENTS

Section 7.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 35
Article 6	07-21	© 2021 Fannie Mae

(a) Prior Assignment of Rents.

Borrower has not executed any:

(1) prior assignment of Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will be paid off and discharged with the proceeds of the Mortgage Loan); or

(2) instrument which would prevent Lender from exercising its rights under this Loan Agreement, the Security Instrument, or any other Loan Document.

(b) Prepaid Rents.

Borrower has not accepted, and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of such Rents.

Section 7.02 Covenants.

(a) Leases.

Borrower shall:

(1) comply with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance and disposition of tenant security deposits;

(2) surrender possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable;

(3) require that all Residential Leases have initial terms of not less than six (6) months and not more than twenty-four (24) months (however, if customary in the applicable market for properties comparable to the Mortgaged Property, Residential Leases with terms of less than six (6) months (but in no case less than one (1) month) may be permitted with Lender’s prior written consent), provided however, Short-Term Rentals (regardless of the duration of the term) shall not be permitted unless otherwise expressly approved by Lender in writing; and

(4) promptly provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material Commercial Leases in Section 7.02(b)) and, upon Lender’s written request, promptly provide Lender a copy of any Residential Lease then in effect.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 36
Article 7	07-21	© 2021 Fannie Mae

(b) Commercial Leases.

(1) With respect to Material Commercial Leases, Borrower shall not:

(A) enter into any Material Commercial Lease except with the prior written consent of Lender; or

(B) modify the terms of, extend, or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender.

(2) With respect to any non-Material Commercial Lease, Borrower shall not:

(A) enter into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease in effect as of the Effective Date or reduces the number or size of residential units at the Mortgaged Property; or

(B) modify the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date) in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property, or results in such non-Material Commercial Lease being deemed a Material Commercial Lease.

(3) With respect to any Material Commercial Lease or non-Material Commercial Lease, Borrower shall cause the applicable tenant to provide within ten (10) days after a request by Borrower, a certificate of estoppel, or if not provided by tenant within such ten (10) day period, Borrower shall provide such certificate of estoppel, certifying:

(A) that such Material Commercial Lease or non-Material Commercial Lease is unmodified and in full force and effect (or if there have been modifications, that such Material Commercial Lease or non-Material Commercial Lease is in full force and effect as modified and stating the modifications);

(B) the term of the Lease including any extensions thereto;

(D) the amount of any security deposit delivered to Borrower as landlord;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 37
Article 7	07-21	© 2021 Fannie Mae

(E) whether or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease;

(F) the address to which notices to tenant should be sent; and

(G) any other information as may be reasonably required by Lender.

Borrower shall:

(1) pay to Lender upon demand all Rents after an Event of Default has occurred and is continuing;

(2) cooperate with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument; and

(3) not accept Rent under any Lease (whether a Residential Lease or a non-Residential Lease) for more than two (2) months in advance.

(d) Assignment of Rents.

Borrower shall not:

(1) perform any acts or execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents granted in the Security Instrument or in any other Loan Document; or

(2) interfere with Lender’s collection of such Rents.

(e) Further Assignments of Leases and Rents.

Borrower shall execute and deliver any further assignments of Leases and Rents as Lender may reasonably require.

(f) Options to Purchase by Tenants.

No Lease (whether a Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal to purchase or right of first offer to purchase, except as required by applicable law.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 38
Article 7	07-21	© 2021 Fannie Mae

Section 7.03 Mortgage Loan Administration Regarding Leases and Rents.

(a) Material Commercial Lease Requirements.

Each Material Commercial Lease, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall provide, directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:

(1) the tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease to Lender;

(2) such Lease and all rights of the tenant thereunder are expressly subordinate to the lien of the Security Instrument;

(3) the tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);

(4) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to time request; and

(5) such Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event affirmatively elects to terminate such Lease pursuant to the terms of the subordination, non-disturbance and attornment agreement.

(b) Residential Lease Form.

All Residential Leases entered into from and after the Effective Date shall be on forms substantially in the form approved by Lender.

Article 8 - BOOKS AND RECORDS; FINANCIAL REPORTING

Section 8.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Financial Information.

All financial statements and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of the Mortgaged Property:

(1) are true, complete, and correct in all material respects; and

(2) accurately represent the financial condition of the Mortgaged Property as of such date.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 39
Article 7	07-21	© 2021 Fannie Mae

(b) No Change in Facts or Circumstances.

All information in the Loan Application and in all financial statements, rent rolls, reports, certificates, and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

Section 8.02 Covenants.

(a) Obligation to Maintain Accurate Books and Records.

Borrower shall keep and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General Business Address and, upon Lender’s written request, shall make available to Lender:

(1) complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and

(2) copies of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.

(b) Items to Furnish to Lender.

Borrower shall furnish to Lender the following, which shall be deemed certified by Borrower, as true, complete, and accurate, in all material respects as of the time of delivery and binding upon Borrower (or Guarantor, as applicable) and in such form and with such detail as Lender reasonably requires:

(1) within forty-five (45) days after the end of each first, second, and third calendar quarter, an unaudited statement of income and expenses for Borrower on a year-to-date basis as of the end of each calendar quarter, and within one-hundred twenty (120) days after the end of the fourth calendar quarter, an audited statement of income and expenses for Borrower;

(2) within one hundred twenty (120) days after the end of each calendar year:

(A) for any Borrower that is an entity, a statement of income and expenses and, if as calculated by Lender based on Lender’s then current underwriting requirements the amortizing debt service coverage ratio is less than 1.15:1.00, a statement of cash flows for such calendar year;

(B) for any Borrower that is an individual or a trust established for estate-planning purposes, a personal financial statement for such calendar year;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 40
Article 8	07-21	© 2021 Fannie Mae

(C) when requested in writing by Lender, balance sheet(s) showing all assets and liabilities of Borrower and a statement of all contingent liabilities as of the end of such calendar year;

(D) if an energy consumption metric for the Mortgaged Property is required to be reported to any Governmental Authority, the Fannie Mae Energy Performance Metrics report, as generated by ENERGY STAR^® Portfolio Manager, for the Mortgaged Property for such calendar year, which report must include the ENERGY STAR score, the Source Energy Use Intensity (EUI), the month and year ending period for such ENERGY STAR score and such Source Energy Use Intensity, and the ENERGY STAR Portfolio Manager Property Identification Number; provided that, if the Governmental Authority does not require the use of ENERGY STAR Portfolio Manager for the reporting of the energy consumption metric and Borrower does not use ENERGY STAR Portfolio Manager, then Borrower shall furnish to Lender the Source Energy Use Intensity for the Mortgaged Property for such calendar year;

(E) only if requested by Lender, a written certification ratifying and affirming that:

(i) Borrower has taken no action in violation of Section 4.02(d) regarding its single asset status;

(ii) Borrower has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation;

(iii) Borrower has made no application for rezoning or received any notice that the Mortgaged Property has been or is being rezoned; and

(iv) Borrower has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens encumbering the Mortgaged Property;

(F) only if requested by Lender, an accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to contact at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts;

(G) only if requested by Lender, written confirmation of:

(i) any changes occurring since the Effective Date (or that no such changes have occurred since the Effective Date) in (1) the direct owners of Borrower, (2) the indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), or (3) the indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts), and their respective interests;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 41
Article 8	07-21	© 2021 Fannie Mae

(ii) the names of all officers and directors of (1) any Borrower which is a corporation, (2) any corporation which is a general partner of any Borrower which is a partnership, or (3) any corporation which is the managing member or non-member manager of any Borrower which is a limited liability company; and

(iii) the names of all managers who are not members of (1) any Borrower which is a limited liability company, (2) any limited liability company which is a general partner of any Borrower which is a partnership, or (3) any limited liability company which is the managing member or non-member manager of any Borrower which is a limited liability company; and

(H) if not already provided pursuant to Section 8.02(b)(2)(A) above, a statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end of each calendar year;

(3) within forty-five (45) days after the end of each first, second, and third calendar quarter and within one hundred twenty (120) days after the end of each calendar year, and at any other time upon Lender’s written request, a rent schedule for the Mortgaged Property showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for the current month, the date through which rent has been paid, and any related information requested by Lender;

(4) upon Lender’s written request, thereafter furnish to Lender within ten (10) Business Days after the end of each month, until the end of the Loan Term, complete and accurate rent schedule data for the Mortgaged Property;

(5) within forty-five (45) days after Lender’s written request (but, absent an Event of Default, no more frequently than once in any six (6) month period):

(A) any item described in Section 8.02(b)(1) or Section 8.02(b)(2);

(B) a property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants or prospective tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender for such period as requested by Lender;

(C) a statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end of each month for such period as requested by Lender;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 42
Article 8	07-21	© 2021 Fannie Mae

(D) a statement of real estate owned directly or indirectly by Borrower and Guarantor for such period as requested by Lender;

(E) for any Guarantor:

(i) that is an entity other than a Publicly-Held Corporation, a statement of income and expenses and a statement of cash flows for the most recent available calendar year and any calendar quarters ending between the available year and the date of the request;

(ii) that is an individual, or a trust established for estate-planning purposes, a personal financial statement for the most recent available calendar year and any calendar quarters ending between the available year and the date of the request; and

(iii) balance sheet(s) showing all assets and liabilities of Guarantor and a statement of all contingent liabilities as of the end of the most recent available calendar year; and

(F) a statement that identifies the following for such period as requested by Lender:

(i) direct owners of Borrower and their respective interests;

(ii) indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests;

(iii) indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests; and

(iv) to the extent that the Persons identified in (i)-(iii) above do not own, in the aggregate, at least fifty percent (50%) of the indirect ownership interests in Borrower, additional indirect owners of Borrower sufficient to show an aggregate ownership interest of at least fifty percent (50%).

In the event Borrower or Guarantor receives or obtains any audited financial statements and such financial statements are required to be delivered to Lender under Section 8.02(b), Borrower shall deliver or cause to be delivered to Lender the audited versions of such financial statements.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 43
Article 8	07-21	© 2021 Fannie Mae

(d) Delivery of Books and Records.

If an Event of Default has occurred and is continuing, Borrower shall deliver to Lender, upon written demand, all books and records relating to the Mortgaged Property or its operation.

Section 8.03 Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.

(a) Lender’s Right to Obtain Audited Books and Records.

Lender may require that Borrower’s or Guarantor’s books and records be audited, at Borrower’s expense, by an independent certified public accountant selected by Lender in order to produce or audit any statements, schedules, and reports of Borrower, Guarantor, or the Mortgaged Property required by Section 8.02, if:

(1) Borrower or Guarantor fails to provide in a timely manner the statements, schedules, and reports required by Section 8.02 and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.01(c);

(2) the statements, schedules, and reports submitted to Lender pursuant to Section 8.02 are not full, complete, and accurate in all material respects as determined by Lender and, thereafter, Borrower or Guarantor fails to provide such statements, schedules, and reports within the cure period provided in Section 14.01(c); or

(3) an Event of Default has occurred and is continuing.

Notwithstanding the foregoing, the ability of Lender to require the delivery of audited financial statements shall be limited to not more than once per Borrower’s fiscal year so long as no Event of Default has occurred during such fiscal year (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing). Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a). All related costs and expenses of Lender shall become due and payable by Borrower within ten (10) Business Days after demand therefor.

(b) Credit Reports; Credit Score.

If an Event of Default has occurred and is continuing, Lender is authorized to obtain a credit report (if applicable) on Borrower or Guarantor, the cost of which report shall be paid by Borrower. Lender is authorized to obtain a Credit Score (if applicable) for Borrower or Guarantor at any time at Lender’s expense upon the occurrence of and during the occurrence of an Event of Default.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 44
Article 8	07-21	© 2021 Fannie Mae

Article 9 - INSURANCE

Section 9.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Compliance with Insurance Requirements.

Borrower is in compliance with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage) and has timely paid all premiums on all required insurance policies.

(b) Property Condition.

(1) The Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or

(2) if previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.

Section 9.02 Covenants.

(a) Insurance Requirements.

(1) As required by Lender and applicable law, and as may be modified from time to time, Borrower shall:

(A) keep the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and all other perils insured by the “special causes of loss” coverage form, general boiler and machinery coverage, business income coverage, and flood (if any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or any successor) as an area having special flood hazards and to the extent flood insurance is available in that area), and may include sinkhole insurance, mine subsidence insurance, earthquake insurance, terrorism insurance, windstorm insurance and, if the Mortgaged Property does not conform to applicable building, zoning, or land use laws, ordinance and law coverage;

(B) maintain at all times commercial general liability insurance, workmen’s compensation insurance, and such other liability, errors and omissions, and fidelity insurance coverage; and

(C) maintain builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements, as applicable.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 45
Article 9	07-21	© 2021 Fannie Mae

(b) Delivery of Policies, Renewals, Notices, and Proceeds.

Borrower shall:

(1) cause all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing, non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed;

(2) promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for paid premiums;

(3) deliver evidence, in form and content acceptable to Lender, that each required insurance policy under this Article 9 has been renewed not less than fifteen (15) days prior to the applicable expiration date, and (if such evidence is other than an original or duplicate original of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance as may be required by or acceptable to Lender) in form and content acceptable to Lender within ninety (90) days after the applicable expiration date of the original insurance policy;

(4) provide immediate written notice to the insurance company and to Lender of any event of loss;

(5) execute such further evidence of assignment of any insurance proceeds as Lender may require; and

(6) provide immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by Section 9.02(a)(1) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied by Lender in accordance with this Article 9.

Section 9.03 Mortgage Loan Administration Matters Regarding Insurance

(a) Lender’s Ongoing Insurance Requirements.

Borrower acknowledges that Lender’s insurance requirements may change from time to time. All insurance policies and renewals of insurance policies required by this Loan Agreement shall be:

(1) in the form and with the terms required by Lender;

(2) in such amounts, with such maximum deductibles and for such periods required by Lender; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 46
Article 9	07-21	© 2021 Fannie Mae

(3) issued by insurance companies satisfactory to Lender.

Borrower acknowledges that any failure OF BORROWER to comply with THE REQUIREMENTS SET FORTH IN Section 9.02(a) or Section 9.02(b)(3) above shall permit lender to purchase the applicable insurance at Borrower’s cost. Such insurance may, but need not, protect Borrower’s interests. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with the Mortgaged Property. If Lender purchases insurance for the Mortgaged Property as permitted hereunder, Borrower will be responsible for the costs of that insurance, including interest at the Default Rate and any other charges Lender may impose in connection with the placement of the insurance until the effective date of the cancellation or the expiration of the insurance. The costs of the insurance shall be added to Borrower’s total outstanding balance or obligation and shall constitute additional Indebtedness. The costs of the insurance may be more than the cost of insurance Borrower may be able to obtain on its own. Borrower may later cancel any insurance purchased by Lender, but only after providing evidence that Borrower has obtained insurance as required by this Loan Agreement and the other Loan Documents.

(b) Application of Proceeds on Event of Loss.

(1) Upon an event of loss, Lender may, at Lender’s option:

(A) hold such proceeds in the Restoration Reserve Account to be applied to reimburse Borrower for the cost of Restoration in accordance with Article 13 and Lender’s then-current policies relating to the restoration of casualty damage on similar multifamily residential properties; or

(B) apply such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, Lender shall not apply insurance proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1)(A) if all of the following conditions are met:

(i) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

(ii) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 47
Article 9	07-21	© 2021 Fannie Mae

(iii) Lender determines that the Net Cash Flow generated by the Mortgaged Property after completion of the Restoration will be sufficient to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event of loss, but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis (if applicable, on a proforma basis approved by Lender) in all events and shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts, and Mortgage Loan repayment obligations);

(iv) Lender determines that the Restoration will be completed before the earlier of (1) one (1) year before the stated Maturity Date, or (2) one (1) year after the date of the loss or casualty; and

(v) Borrower provides Lender, upon written request, evidence of the availability during and after the Restoration of the insurance required to be maintained pursuant to this Loan Agreement.

(2) Notwithstanding the foregoing, if any loss is estimated to be in an amount equal to or less than $75,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance, and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions shall be satisfied:

(A) Borrower shall immediately notify Lender of the casualty giving rise to the claim;

(B) no Event of Default has occurred and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing);

(C) the Restoration will be completed before the earlier of (i) one (1) year before the stated Maturity Date, or (ii) one (1) year after the date of the loss or casualty;

(D) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

(E) all proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;

(F) all proceeds of property damage insurance shall be applied to the Restoration;

(G) Borrower shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 48
Article 9	07-21	© 2021 Fannie Mae

(H) Borrower shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision, if any; and

(I) Lender shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).

(3) If Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged portion of the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition. Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

The application of any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan Document. Notwithstanding the foregoing, if Lender applies insurance proceeds to the Indebtedness in connection with a casualty of less than the entire Mortgaged Property, and after such application of proceeds the debt service coverage ratio (as determined by Lender) is less than 1.25x based on the then-applicable Monthly Debt Service Payment and the anticipated ongoing Net Cash Flow of the Mortgaged Property after such casualty event, then Lender may, at its discretion, permit an adjustment to the Monthly Debt Service Payments that become due and owing thereafter, based on Lender’s then-current underwriting requirements. In no event shall the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments.

(d) Foreclosure Sale.

If the Mortgaged Property is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower acknowledges that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such Foreclosure Event or such acquisition.

(e) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 49
Article 9	07-21	© 2021 Fannie Mae

Article 10 - CONDEMNATION

Section 10.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Prior Condemnation Action.

No part of the Mortgaged Property has been taken in connection with a Condemnation Action.

(b) Pending Condemnation Actions.

No Condemnation Action is pending or, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property.

Section 10.02 Covenants.

(a) Notice of Condemnation.

Borrower shall:

(1) promptly notify Lender of any Condemnation Action of which Borrower has knowledge;

(2) appear in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender in writing; and

(3) execute such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.

(b) Condemnation Proceeds.

Borrower shall pay to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 50
Article 10	07-21	© 2021 Fannie Mae

Section 10.03 Mortgage Loan Administration Matters Regarding Condemnation.

(a) Application of Condemnation Awards.

Lender may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such amounts, to:

(1) the restoration or repair of the Mortgaged Property, if applicable;

(2) the payment of the Indebtedness, with the balance, if any, paid to Borrower; or

(3) Borrower.

(b) Payment Obligations Unaffected.

The application of any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the Maturity Date, or the due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, or any other installments referred to in this Loan Agreement or in any other Loan Document.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(d) Preservation of Mortgaged Property.

If a Condemnation Action results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or awards from such Condemnation Action to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to any portion of the Mortgaged Property which has been damaged or destroyed in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether such costs are covered by insurance, clean up any debris resulting in or from the Condemnation Action, and, if required by any Governmental Authority or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable, and marketable condition. Nothing in this Section 10.03(d) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 51
Article 10	07-21	© 2021 Fannie Mae

Article 11 - LIENS, TRANSFERS, AND ASSUMPTIONS

Section 11.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) No Labor or Materialmen’s Claims.

All parties furnishing labor and materials on behalf of Borrower have been paid in full. There are no mechanics’ or materialmen’s liens (whether filed or unfiled) outstanding for work, labor, or materials (and no claims or work outstanding that under applicable law could give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal with, or subordinate to the lien of the Security Instrument.

(b) No Other Interests.

No Person:

(1) other than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender; or

(2) has an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property, or any interest in the Mortgaged Property.

Section 11.02 Covenants.

(a) Liens; Encumbrances.

Borrower shall not permit the grant, creation, or existence of any Lien, whether voluntary, involuntary, or by operation of law, on all or any portion of the Mortgaged Property (including any voluntary, elective, or non-compulsory tax lien or assessment pursuant to a voluntary, elective, or non-compulsory special tax district or similar regime) other than:

(1) Permitted Encumbrances;

(2) the creation of:

(A) any tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged Property if bonded off, released of record, or otherwise remedied to Lender’s satisfaction within sixty (60) days after the earlier of the date Borrower has actual notice or constructive notice of the existence of such lien; or

(B) any mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and

(3) the lien created by the Loan Documents.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 52
Article 11	07-21	© 2021 Fannie Mae

(b) Transfers.

(1) Mortgaged Property.

Borrower shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the Mortgaged Property) other than:

(A) a Transfer to which Lender has consented in writing;

(B) Leases permitted pursuant to the Loan Documents;

(D) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality which are free of Liens (other than those created by the Loan Documents);

(E) the grant of an easement, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $5,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee);

(F) a lien permitted pursuant to Section 11.02(a) of this Loan Agreement;

(G) the conveyance of the Mortgaged Property following a Foreclosure Event; or

(H) the sale of the Designated Borrower-Owned Homes as set forth in this Loan Agreement.

(2) Interests in Borrower, Key Principal, or Guarantor.

Other than a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:

(A) any direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change in Control;

(B) a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor (if applicable);

(C) fifty percent (50%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that existed on the Effective Date (individually or on an aggregate basis);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 53
Article 11	07-21	© 2021 Fannie Mae

(D) any direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such transfer would result in a violation of Section 4.02(b); or

(E) the economic benefits or rights to cash flows attributable to any ownership interests in Borrower, Key Principal, or Guarantor (if applicable) separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest is prohibited by this Loan Agreement.

Notwithstanding the foregoing, if a Publicly-Held Corporation or a Publicly-Held Trust Controls Borrower, Key Principal, or Guarantor, or owns a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor, a Transfer of any ownership interests in such Publicly-Held Corporation or Publicly-Held Trust shall not be prohibited under this Loan Agreement as long as (i) such Transfer does not result in a conversion of such Publicly-Held Corporation or Publicly-Held Trust to a privately held entity, and (ii) Borrower provides written notice to Lender not later than thirty (30) days thereafter of any such Transfer that results in any Person owning ten percent (10%) or more of the ownership interests in such Publicly-Held Corporation or Publicly-Held Trust.

(3) Transfers of Non-Controlling Interests.

Transfers of direct or indirect limited partnership or non-managing member interests in Borrower that result in a Transfer of fifty percent (50%) or more of the limited partnership or non-managing membership interests shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) Key Principal or Guarantor (as applicable) Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer;

(B) such Transfer does not violate the requirements of Section 11.02(b)(2)(C) or Section 11.02(b)(2)(D);

(C) Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval;

(D) Borrower shall provide with its notice to Lender an organizational chart reflecting, and all organizational documents relevant to, the proposed Transfer;

(E) Borrower shall provide with its notice to Lender a certification that no change of Control of Borrower, Key Principal, or Guarantor (as applicable) shall occur as a result of such Transfer;

(F) if any Person will own twenty-five percent (25%) or more of the direct or indirect ownership interests in Borrower that did not own twenty-five percent (25%) or more before the Transfer, such Person shall not, as of the date of the Transfer, be a Prohibited Person;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 54
Article 11	07-21	© 2021 Fannie Mae

(G) Borrower shall pay to Lender:

(i) concurrently with its notice to Lender, the Review Fee plus a transfer fee of $25,000, which shall be in lieu of any other Transfer Fee; and

(ii) upon demand, any out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request; and

(H) Borrower shall execute upon demand such documents or certifications as Lender reasonably requires in order to confirm the post-transfer ownership structure, compliance with the stated conditions, and any other relevant factual matter.

(4) Name Change or Entity Conversion.

Lender shall consent to Borrower changing its name, changing its jurisdiction of organization, or converting from one type of legal entity into another type of legal entity for any lawful purpose, provided that:

(A) Lender receives written notice at least thirty (30) days prior to such change or conversion, which notice shall include organizational charts that reflect the structure of Borrower both prior to and subsequent to such name change or entity conversion;

(B) such Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(2);

(C) Borrower executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change or entity conversion;

(D) Borrower agrees and acknowledges, at Borrower’s expense, that (i) Borrower will execute and record in the land records any instrument required by the Property Jurisdiction to be recorded to evidence such name change or entity conversion (or provide Lender with written confirmation from the title company (via electronic mail or letter) that no such instrument is required), (ii) Borrower will execute any additional documents required by Lender, including the amendment to this Loan Agreement, and allow such documents to be recorded or filed in the land records of the Property Jurisdiction, (iii) Lender will obtain a “date down” endorsement to the Lender’s Title Policy (or obtain a new Title Policy if a “date down” endorsement is not available in the Property Jurisdiction), evidencing title to the Mortgaged Property being in the name of the successor entity and the Lien of the Security Instrument against the Mortgaged Property, and (iv) Lender will file any required UCC-3 financing statement and make any other filing deemed necessary to maintain the priority of its Liens on the Mortgaged Property; and

(E) no later than ten (10) days subsequent to such name change or entity conversion, Borrower shall provide Lender (i) the documentation filed with the appropriate office in Borrower’s state of formation evidencing such name change or entity conversion, (ii) copies of the organizational documents of Borrower, including any amendments, filed with the appropriate office in Borrower’s state of formation reflecting the post-conversion Borrower name, form of organization, and structure, and (iii) if available, new certificates of good standing or valid formation for Borrower.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 55
Article 11	07-21	© 2021 Fannie Mae

(5) No Delaware Statutory Trust or Series LLC Conversion.

Notwithstanding any provisions herein to the contrary, no Borrower, Guarantor, or Key Principal shall convert to a Delaware Statutory Trust or a series limited liability company.

(6) Plans of Division.

Borrower shall not Divide. Lender shall consent to a Division by Guarantor or Key Principal provided that:

(A) Lender receives written notice at least thirty (30) days prior to the effective date of such Division, which notice shall include (i) a certification acceptable to Lender that such Division is not otherwise prohibited under the provisions of Article 11, (ii) a copy of the plan of division, and (iii) organizational charts that reflect the organizational structure of Borrower, Guarantor, and Key Principal both prior to and subsequent to such Division;

(B) no later than ten (10) days subsequent to such Division, Borrower shall provide Lender (i) the certificate of division or such other documentation filed with the appropriate office evidencing such Division, (ii) copies of the organizational documents of Borrower (if amended), Guarantor, and Key Principal, including any amendments thereto, that reflect the post-Division organizational structure, and (iii) new certificates of good standing or valid formation for Borrower (if amended), Guarantor, and Key Principal; and

(C) Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request (including reasonable attorneys’ fees and a $25,000 review fee, which shall be in lieu of any other Review Fee or Transfer Fee).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 56
Article 11	07-21	© 2021 Fannie Mae

Other than the Mortgage Loan, Borrower shall not incur or be obligated at any time with respect to any loan or other indebtedness (except trade payables as otherwise permitted in this Loan Agreement), including any indebtedness secured by a Lien on, or the cash flows from, the Mortgaged Property.

(d) No Mezzanine Financing or Preferred Equity.

Neither Borrower nor any direct or indirect owner of Borrower shall: (1) incur any Mezzanine Debt other than Permitted Mezzanine Debt; (2) issue any Preferred Equity other than Permitted Preferred Equity; or (3) incur any similar indebtedness or issue any similar equity.

Section 11.03 Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions.

(a) Assumption of Mortgage Loan.

Lender shall consent to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following conditions is satisfied prior to the Transfer:

(1) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);

(2) no Event of Default has occurred and is continuing, and no event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing;

(3) Lender determines that:

(A) the proposed new borrower, new key principal, and any other new guarantor fully satisfy all of Lender’s then-applicable borrower, key principal, or guarantor eligibility, credit, management, and other loan underwriting standards, which shall include an analysis of (i) the previous relationships between Lender and the proposed new borrower, new key principal, new guarantor, and any Person in Control of them, and the organization of the new borrower, new key principal, and new guarantor (if applicable), and (ii) the operating and financial performance of the Mortgaged Property, including physical condition and occupancy;

(B) none of the proposed new borrower, new key principal, and any new guarantor, or any owners of the proposed new borrower, new key principal, and any new guarantor, are a Prohibited Person, and such Transfer would not result in a violation of the requirements of Section 11.02(b)(2)(D); and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 57
Article 11	07-21	© 2021 Fannie Mae

(C) none of the proposed new borrower, new key principal, and any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date;

(4) [reserved];

(5) the proposed new borrower has:

(A) executed an assumption agreement acceptable to Lender that, among other things, requires the proposed new borrower to assume and perform all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of any Loan Document which previously may have been waived by Lender for Borrower, subject to the terms of Section 11.03(g);

(B) if required by Lender, delivered to the title company for filing and/or recording in all applicable jurisdictions, all applicable Loan Documents including the assumption agreement to correctly evidence the assumption and the confirmation, continuation, perfection, and priority of the Liens created hereunder and under the other Loan Documents; and

(C) delivered to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a “date-down” endorsement is not available);

(6) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(A) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(B) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;

(7) Lender has reviewed and approved the Transfer documents;

(8) Lender has received the fees described in Section 11.03(g); and

(9) with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 58
Article 11	07-21	© 2021 Fannie Mae

(b) Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.

(1) Except as otherwise covered in Section 11.03(b)(2) below, Transfers of direct or indirect ownership interests in Borrower to Key Principal or Guarantor, or to a transferee through which Key Principal or Guarantor (as applicable) Controls Borrower with the same rights and abilities as Key Principal or Guarantor (as applicable) Controls Borrower immediately prior to the date of such Transfer, shall be consented to by Lender if such Transfer satisfies the applicable requirements of Section 11.03(a) as they would relate to such transferee, other than Section 11.03(a)(5).

(2) Transfers of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable, shall be consented to by Lender if such Transfer satisfies the following conditions:

(A) the Transfer does not cause a change in the Control of Borrower; and

(B) the transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer.

If the conditions set forth in this Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

Notwithstanding the provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in the Control of Borrower, and (2) Key Principal and Guarantor, as applicable, maintain the same right and ability to Control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower and Transfers of direct or indirect ownership interests in an entity Key Principal or entity Guarantor to:

(A) Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority;

(B) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or

(C) partnerships or limited liability companies of which the partners or members, respectively, are comprised entirely of (i) such transferor and Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, (ii) Immediate Family Members (each of whom must have obtained the legal age of majority) of such transferor, or (iii) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor.

If the conditions set forth in this Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 59
Article 11	07-21	© 2021 Fannie Mae

(d) Termination or Revocation of Trust.

If any of Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation of the trust due to the death of an individual trustor shall not be considered an unpermitted Transfer so long as:

(1) Lender is notified within thirty (30) days of the death; and

(2) such Borrower, Guarantor, Key Principal, or other Person, as applicable, is replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination or revocation.

If the conditions set forth in this Section 11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(e) Death of Key Principal or Guarantor; Transfer Due to Death.

(1) If a Key Principal or Guarantor that is a natural person dies, or if Control of Borrower, Guarantor, or Key Principal is Transferred, or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred as a result of the death of a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify Lender in writing within ninety (90) days in the event of such death. Unless waived in writing by Lender, the deceased shall be replaced by an individual or entity within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);

(B) Lender determines that, if applicable:

(i) any proposed new key principal and any other new guarantor (or Person Controlling such new key principal or new guarantor) fully satisfies all of Lender’s then-applicable key principal or guarantor eligibility, credit, management, and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new key principal and new guarantor (or Person Controlling such new key principal or new guarantor) and the organization of the new key principal and new guarantor);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 60
Article 11	07-21	© 2021 Fannie Mae

(ii) none of any proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is a Prohibited Person, and such Transfer would not result in a violation of the requirements of Section 11.02(b)(2)(D); and

(iii) none of any proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(C) if applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(2) In the event a replacement Key Principal, Guarantor, or other Person is required by Lender due to the death described in this Section 11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date not more than one (1) year from the date of such death; however, Lender may require as a condition to any such extension that:

(A) the then-current property manager be replaced with a property manager reasonably acceptable to Lender (or if a property manager has not been previously engaged, a property manager reasonably acceptable to Lender be engaged); or

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(f) Bankruptcy of Guarantor.

(1) Upon the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction of the following conditions:

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 61
Article 11	07-21	© 2021 Fannie Mae

(B) Lender determines that:

(i) the proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management, and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new guarantor and the organization of the new guarantor (if applicable));

(ii) no new guarantor is a Prohibited Person, and such Transfer would not result in a violation of the requirements of Section 11.02(b)(2)(D); and

(iii) no new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(2) In the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f), and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion; however, Lender may require as a condition to any such extension that:

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 62
Article 11	07-21	© 2021 Fannie Mae

(g) Further Conditions to Transfers and Assumption.

(1) In connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal, or Guarantor for which Lender’s approval is required under this Loan Agreement (including Section 11.03(a)), Lender may, as a condition to any such approval, require:

(A) additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property;

(B) amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original Borrower, Key Principal, or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily loan documents, to the extent such provisions were previously modified or to avoid the occurrence of an Adverse Tax Event;

(C) a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B);

(D) with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event; or

(E) the Transfer would not violate the requirements of Section 11.02(b)(2)(D).

(2) In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:

(A) the Transfer Fee (to the extent charged by Lender);

(B) the Review Fee (regardless of whether Lender approves or denies such request); and

(C) all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 63
Article 11	07-21	© 2021 Fannie Mae

Article 12 - IMPOSITIONS

Section 12.01 Representations and Warranties.

The representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a) Payment of Taxes, Assessments, and Other Charges.

Borrower has:

(1) paid (or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added thereto, including Impositions, leasehold payments, and ground rents;

(2) paid all Taxes for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any fine, penalty interest, lien, or costs may be added thereto;

(3) no knowledge of any basis for any additional assessments;

(4) no knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending special assessments against Borrower; and

(5) not received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special assessment against Borrower.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 64
Article 12	07-21	© 2021 Fannie Mae

Section 12.02 Covenants.

(a) Imposition Deposits, Taxes, and Other Charges.

Borrower shall:

(1) deposit the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient, in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made without any penalty or interest charge being added, plus an amount equal to no more than one-sixth (or the amount permitted by applicable law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition costs divided by twelve (12) and multiplied by two (2));

(2) deposit with Lender, within ten (10) days after written notice from Lender (subject to applicable law), such additional amounts estimated by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific Imposition;

(3) except as set forth in Section 12.03(c) below, pay all Impositions, leasehold payments, ground rents, and Taxes when due and before any fine, penalty interest, lien, or costs may be added thereto;

(4) promptly deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower shall promptly furnish to Lender receipts evidencing such payments; and

(5) promptly deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property or Borrower.

Section 12.03 Mortgage Loan Administration Matters Regarding Impositions.

(a) Maintenance of Records by Lender.

Lender shall maintain records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance premiums, and each other obligation of Borrower for which Imposition Deposits are required.

(b) Imposition Accounts.

All Imposition Deposits shall be held in an institution (which may be Lender, if Lender is such an institution) whose deposits or accounts are insured or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from time to time. Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions, when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. No interest, earnings, or profits on the Imposition Deposits shall be paid to Borrower unless applicable law so requires. Imposition Deposits shall not be trust funds or operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance with this Loan Agreement. For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall be deemed a “customer” with sole control of the account holding the Imposition Deposits.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 65
Article 12	07-21	© 2021 Fannie Mae

Lender may pay an Imposition according to any bill, statement, or estimate from the appropriate public office or insurance company without inquiring into the accuracy of the bill, statement, or estimate or into the validity of the Imposition. Imposition Deposits shall be required to be used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:

(1) no Event of Default exists;

(2) Borrower has timely delivered to Lender all applicable bills or premium notices that it has received; and

(3) sufficient Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.

Lender shall have no liability to Borrower or any other Person for failing to pay any Imposition if any of the conditions are not satisfied. If at any time the amount of the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for such Imposition.

(d) Imposition Deposits Upon Event of Default.

If an Event of Default has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as Lender determines, to pay any Impositions or as a credit against the Indebtedness.

(e) Contesting Impositions.

Other than insurance premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:

(1) Borrower notifies Lender of the commencement or expected commencement of such proceedings;

(2) Lender determines that the Mortgaged Property is not in danger of being sold or forfeited;

(3) Borrower deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested Imposition, if required by Lender (or the applicable Governmental Authority);

(4) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and

(5) Borrower commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by the applicable Governmental Authority.

(f) Release to Borrower.

Upon payment in full of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 66
Article 12	07-21	© 2021 Fannie Mae

Article 13 – REPLACEMENTS, REPAIRS, AND RESTORATION

Section 13.01 Covenants.

(a) Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account.

(1) On the Effective Date, Borrower shall pay to Lender:

(A) the Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and

(B) the Repairs Escrow Deposit for deposit into the Repairs Escrow Account.

(2) After an event of loss (except as set forth in Section 9.03(b)(2)), Borrower shall deliver or cause to be delivered to Lender any insurance proceeds received under any insurance policy required to be maintained in accordance with Article 9.

(b) Monthly Replacement Reserve Deposits.

Borrower shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.

Borrower shall:

(1) pay all invoices for Replacements, Repairs, and Restoration, regardless of whether funds on deposit in the applicable Reserve/Escrow Account are sufficient to pay the full amount of such invoices, prior to any request for disbursement from such Reserve/Escrow Account (unless Lender has agreed to issue joint checks in connection with a particular Replacement, Repair, or Restoration);

(2) pay all applicable fees and charges of any Governmental Authority on account of the Replacements, Repairs, and Restoration, as applicable;

(3) provide evidence satisfactory to Lender of completion of the Replacements, Restoration (within the period required under Section 9.03(b)(1)(B)(iv) or such other period required by Lender), and any Required Repairs (within the Completion Period or within such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)); and

(4) prior to commencement of any Restoration, Borrower shall deliver to Lender, for Lender’s review and approval:

(A) a copy of the plans and specifications for the Restoration; and

(B) a copy of all building and other permits and authorizations required by any law, ordinance, statute, rule or regulation of the Governmental Authority to carry out the Restoration.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 67
Article 13	07-21	© 2021 Fannie Mae

(d) Assignment of Contracts for Replacements, Repairs, and Restoration.

Borrower shall collaterally assign to Lender as additional security any contract or subcontract for Replacements, Repairs, or Restoration, upon Lender’s written request, on a form of assignment approved by Lender.

(e) Indemnification.

If Lender elects to exercise its rights under Section 14.03 due to Borrower’s failure to timely commence or complete any Replacements, Repairs, or Restoration, Borrower shall indemnify and hold Lender harmless for, from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way connected with the performance by Lender of the Replacements, Repairs, or Restoration or the investment of the Reserve/Escrow Account Funds; provided that Borrower shall have no indemnity obligation if such actions, suits, claims, demands, liabilities, losses, damages, obligations, and costs or expenses, including litigation costs and reasonable attorneys’ fees, arise as a result of the willful misconduct or gross negligence of Lender, Lender’s agents, employees, or representatives as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

(f) Amendments to Loan Documents.

Subject to Section 5.02, Borrower shall execute and deliver to Lender, upon written request, an amendment to this Loan Agreement, the Security Instrument, and any other Loan Document deemed necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property for which Reserve/Escrow Account Funds were expended.

(g) Administrative Fees and Expenses.

Borrower shall pay to Lender:

(1) by the date specified in the applicable invoice, the Repairs Escrow Account Administration Fee, the Replacement Reserve Account Administration Fee, and the Restoration Reserve Account Administration Fee for Lender’s services in administering the Reserve/Escrow Accounts and investing the Reserve/Escrow Account Funds;

(2) upon demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by Lender in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections; and

(3) upon demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged Property on behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair, Replacement, or Restoration item, plus all other reasonable costs and out-of-pocket expenses relating to such inspections.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 68
Article 13	07-21	© 2021 Fannie Mae

Section 13.02 Mortgage Loan Administration Matters Regarding Reserves.

(a) Accounts, Deposits, and Disbursements.

(1) Custodial Accounts.

(A) The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest, if any, earned on the Replacement Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency.

(B) Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account.

(C) In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing.

(2) Disbursements by Lender Only.

Only Lender or a designated representative of Lender may make disbursements from the Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement.

(3) Adjustment to Deposits.

(A) Mortgage Loan Terms Exceeding Ten (10) Years.

If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth month of the tenth Loan Year and every tenth Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth Loan Year in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 69
Article 13	07-21	© 2021 Fannie Mae

(B) Transfers.

In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer.

(4) Insufficient Funds.

Lender may, upon ten (10) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts.

(5) Disbursements for Replacements, Repairs, and Restoration.

(A) With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount.

(B) With respect to Repairs, disbursement requests may only be made after completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount.

(C) With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and only to pay for or reimburse Borrower for the actual approved costs of the Restoration. Each disbursement shall be equal to the amount of the actual approved costs of the Restoration items covered by the disbursement request. In addition, Lender shall not disburse any amounts which would cause the funds remaining in the Restoration Reserve Account after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all remaining Restoration. Lender shall not disburse from the Restoration Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Restoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 70
Article 13	07-21	© 2021 Fannie Mae

(6) Disbursement Requests.

Borrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must:

(A) if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;

(B) if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the Replacement, Repair, or Restoration for which such request for disbursement is made;

(C) if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;

(D) include evidence of payment of such Replacement, Repair, or Restoration satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement);

(E) if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement; and

(F) if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued.

(7) Conditions to Disbursement.

In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)):

(A) an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item;

(B) an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 71
Article 13	07-21	© 2021 Fannie Mae

(i) a search of title to the Mortgaged Property effective to the date of disbursement; or

(ii) a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than (1) Permitted Encumbrances, (2) liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or (3) mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Mortgaged Property and for which Borrower is not delinquent in the payment for any such work or materials; and

(D) an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement).

(8) Joint Checks for Periodic Disbursements.

Lender may, upon Borrower’s written request, issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor, or other similar party, if:

(A) the cost of the Replacement, Repair, or Restoration item exceeds the Replacement Threshold, the Repair Threshold, or the Restoration Threshold, as applicable, and the contractor performing such Replacement, Repair, or Restoration requires periodic payments pursuant to the terms of the applicable written contract;

(B) the contract for such Replacement, Repair, or Restoration item requires payment upon completion of the applicable portion of the work;

(C) Borrower makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 72
Article 13	07-21	© 2021 Fannie Mae

(D) the materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or installed;

(E) Lender determines that the remaining funds in the Reserve/Escrow Account are sufficient to pay the cost of the Replacement, Repair, or Restoration item, as applicable, and the then-current estimated cost of completing all remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender;

(F) each supplier, materialman, mechanic, contractor, subcontractor, or other similar party receiving payments shall have provided, if requested in writing by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and

(G) all other conditions for disbursement have been satisfied.

(9) Replacements and Repairs Other than Required Replacements or Required Repairs.

(A) Borrower Requested Replacements and Borrower Requested Repairs.

Borrower may submit a disbursement request from the Replacement Reserve Account or the Repairs Escrow Account to reimburse Borrower for any Borrower Requested Replacement or Borrower Requested Repair. The disbursement request must be in writing and include an explanation for such request. Lender shall make disbursements for Borrower Requested Replacements or Borrower Requested Repairs if:

(i) they are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;

(ii) the costs are commercially reasonable;

(iii) the amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional Lender Repairs that have been previously approved by Lender; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 73
Article 13	07-21	© 2021 Fannie Mae

(iv) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit to the Repairs Escrow Account for any such Borrower Requested Repairs.

(B) Additional Lender Replacements and Additional Lender Repairs.

Lender may require, as set forth in Section 6.02(b), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower, that Borrower make Additional Lender Replacements or Additional Lender Repairs. Lender shall make disbursements from the Replacement Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable, if:

(i) the costs are commercially reasonable;

(ii) the amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and

(iii) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs Escrow Account for any such Additional Lender Repair.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 74
Article 13	07-21	© 2021 Fannie Mae

(10) Excess Costs.

In the event any Replacement or Repair exceeds the approved cost set forth on the Required Replacement Schedule for Replacements, or the Maximum Repair Cost for Repairs, as applicable, or any Restoration item exceeds the initial cost approved by Lender for Restoration, Borrower may submit a disbursement request to reimburse Borrower for such excess cost. The disbursement request must be in writing and include an explanation for such request. Lender shall make disbursements from the applicable Reserve/Escrow Account, if:

(A) the excess cost is commercially reasonable;

(B) the amount of funds in the applicable Reserve/Escrow Account is sufficient to pay such excess costs and the then-current estimated cost of completing all remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and

(11) Final Disbursements.

Upon completion and satisfaction of all conditions for disbursements for any Repairs and Restoration, and further provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower any amounts then remaining in the Repairs Escrow Account or the Restoration Reserve Account, as applicable. Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Reserve/Escrow Accounts (if not previously released).

(b) Approvals of Contracts; Assignment of Claims.

Lender retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties providing labor or materials in connection with the Replacements, Repairs, or Restoration. Notwithstanding Borrower’s assignment (in the Security Instrument) of its rights and claims against all Persons supplying labor or materials in connection with the Replacements, Repairs, or Restoration, Lender will not pursue any such right or claim unless an Event of Default has occurred and is continuing or as otherwise provided in Section 14.03(c).

If any work for any Replacement, Repair, or Restoration item has not timely commenced, has not been timely performed in a workmanlike manner, or has not been timely completed in a workmanlike manner, Lender may, without notice to Borrower:

(1) withhold disbursements from the applicable Reserve/Escrow Account;

(2) proceed under existing contracts or contract with third parties to make or complete such Replacements, Repairs, or Restoration item;

(3) apply the funds in the applicable Reserve/Escrow Account toward the labor and materials necessary to make or complete such Replacements, Repairs, or Restoration items, as applicable; or

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 75
Article 13	07-21	© 2021 Fannie Mae

(4) exercise any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise available upon an Event of Default pursuant to the terms of Section 14.02.

To facilitate Lender’s completion and performance of such Replacements, Repairs, or Restoration items, Lender shall have the right to enter onto the Mortgaged Property and perform any and all work and labor necessary to make or complete the Replacements, Repairs, or Restoration and employ watchmen to protect the Mortgaged Property from damage. All funds so expended by Lender shall be deemed to have been advanced to Borrower, and included as part of the Indebtedness and secured by the Security Instrument and this Loan Agreement.

(d) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(e) No Lender Obligation.

Nothing in this Loan Agreement shall:

(1) make Lender responsible for making or completing the Replacements, Repairs, or Restoration;

(2) require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item;

(3) obligate Lender to proceed with the Replacements, Repairs, or Restoration; or

(4) obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item.

(f) No Lender Warranty.

Lender’s approval of any plans for any Replacement, Repair, or Restoration, release of funds from any Reserve/Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives, or designees, or other acknowledgment of completion of any Replacement, Repair, or Restoration in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty to any Person that the Replacement, Repair, or Restoration has been completed in accordance with applicable building, zoning, or other codes, ordinances, statutes, laws, regulations, or requirements of any Governmental Authority, such responsibility being at all times exclusively that of Borrower.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 76
Article 13	07-21	© 2021 Fannie Mae

Article 14 - DEFAULTS/REMEDIES

Section 14.01 Events of Default.

The occurrence of any one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.

(a) Automatic Events of Default.

Any of the following shall constitute an automatic Event of Default:

(1) any failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;

(2) any failure by Borrower to maintain the insurance coverage required by any Loan Document;

(3) any failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status;

(4) if any warranty, representation, certification, or statement of Borrower or Guarantor in this Loan Agreement or any of the other Loan Documents is false, inaccurate, or misleading in any material respect when made;

(5) fraud, gross negligence, willful misconduct, or material misrepresentation or material omission by or on behalf of Borrower, Guarantor, or Key Principal or any of their officers, directors, trustees, partners, members, or managers in connection with:

(A) the application for, or creation of, the Indebtedness;

(B) any financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or

(C) any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds;

(6) the occurrence of any Transfer not permitted by the Loan Documents;

(7) the occurrence of a Bankruptcy Event;

(8) the commencement of a forfeiture action or other similar proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement or the Security Instrument or Lender’s interest in the Mortgaged Property;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 77
Article 14	07-21	© 2021 Fannie Mae

(9) if Borrower, Guarantor, or Key Principal is a trust, or if Control of Borrower, Guarantor, or Key Principal is Transferred or if a Restricted Ownership Interest in Borrower, Guarantor, or Key Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust, except as set forth in Section 11.03(d);

(10) any failure by Borrower to complete any Repair related to fire, life, or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing for such Repair); or

(11) any exercise by the holder of any other debt instrument secured by a mortgage, deed of trust, or deed to secure debt on the Mortgaged Property of a right to declare all amounts due under that debt instrument immediately due and payable.

(b) Events of Default Subject to a Specified Cure Period.

Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:

(1) if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;

(2) the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met;

(3) any failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c); or

(4) any failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth herein or in the applicable Loan Document.

The following shall constitute an Event of Default if the existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such failure to perform or default in performance, provided, however, such period may be extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further, however, no such written notice, grace period, or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan:

(1) any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in Section 14.01(a) or Section 14.01(b) above) as and when required; or

(2) if Lender incurs any costs or expenses or suffers any loss or damage as a result of any claims, actions, suits or proceedings arising from any tenant opportunity to purchase act applicable to and affecting the Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 78
Article 14	07-21	© 2021 Fannie Mae

Section 14.02 Remedies.

(a) Acceleration; Foreclosure.

If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness, at the option of Lender, shall immediately become due and payable, without any prior written notice to Borrower, unless applicable law requires otherwise (and in such case, after any required written notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance. In addition, Lender shall have all rights and remedies afforded to Lender hereunder and under the other Loan Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to Lender at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any). Any proceeds of a Foreclosure Event may be held and applied by Lender as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and payable without written notice or further action by Lender.

(b) Loss of Right to Disbursements from Collateral Accounts.

If an Event of Default has occurred and is continuing, Borrower shall immediately lose all of its rights to receive disbursements from the Reserve/Escrow Accounts and any Collateral Accounts. During the continuance of any such Event of Default, Lender may use the Reserve/Escrow Account Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including:

(1) repayment of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment, as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);

(2) reimbursement of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default;

(3) completion of the Replacement, Repair, Restoration, or for any other replacement or repair to the Mortgaged Property; and

(4) payment of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under this Loan Agreement or under any of the other Loan Documents.

Nothing in this Loan Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account Funds on account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.

Each right and remedy provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of additional default by Borrower in order to exercise any of its remedies with respect to an Event of Default.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 79
Article 14	07-21	© 2021 Fannie Mae

Section 14.03 Additional Lender Rights; Forbearance.

(a) No Effect Upon Obligations.

Lender may, but shall not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having any effect upon the obligations of, Guarantor, Key Principal, or other third party obligor, to take any of the following actions:

(1) the time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole or in part;

(2) the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(3) the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(4) any or all payments due under this Loan Agreement or any other Loan Document may be reduced;

(5) any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(6) any amounts under this Loan Agreement or any other Loan Document may be released;

(7) any security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security may be pledged or mortgaged for the Indebtedness;

(8) the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower; or

(9) any other terms of the Loan Documents may be modified.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 80
Article 14	07-21	© 2021 Fannie Mae

(b) No Waiver of Rights or Remedies.

Any waiver of an Event of Default or forbearance by Lender in exercising any right or remedy under this Loan Agreement or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise of any other right or remedy. The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt payment when due of all other payments on account of the Indebtedness or to exercise any remedies for any failure to make prompt payment. Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies so as to preclude the exercise or failure to exercise of any other right available to Lender. Lender’s receipt of any insurance proceeds or amounts in connection with a Condemnation Action shall not operate to cure or waive any Event of Default.

Borrower hereby irrevocably makes, constitutes, and appoints Lender (and any officer of Lender or any Person designated by Lender for that purpose) as Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place, and stead, with full power of substitution, to:

(1) use any Reserve/Escrow Account Funds for the purpose of making or completing the Replacements, Repairs, or Restoration;

(2) make such additions, changes, and corrections to the Replacements, Repairs, or Restoration as shall be necessary or desirable to complete the Replacements, Repairs, or Restoration;

(3) employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;

(4) pay, settle, or compromise all bills and claims for materials and work performed in connection with the Replacements, Repairs, or Restoration, or as may be necessary or desirable for the completion of the Replacements, Repairs, or Restoration, or for clearance of title;

(5) adjust and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document, subject only to Borrower’s rights under this Loan Agreement;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 81
Article 14	07-21	© 2021 Fannie Mae

(6) appear in and prosecute any action arising from any insurance policies;

(7) collect and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds;

(8) commence, appear in, and prosecute, in Lender’s or Borrower’s name, any Condemnation Action;

(9) settle or compromise any claim in connection with any Condemnation Action;

(10) execute all applications and certificates in the name of Borrower which may be required by any of the contract documents;

(11) prosecute and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged Property;

(12) take such actions as are permitted in this Loan Agreement and any other Loan Documents;

(13) execute such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to enforce such interests in, the collateral; and

(14) carry out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks, drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all envelopes addressed to Borrower, and applying any payments contained therein to the Indebtedness.

Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable and shall not be affected by the disability or incompetence of Borrower. Borrower specifically acknowledges and agrees that this power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note (and the other Loan Documents). The foregoing powers conferred on Lender under this Section 14.03(c) shall not impose any duty upon Lender to exercise any such powers and shall not require Lender to incur any expense or take any action. Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement and any other Loan Documents.

Notwithstanding the foregoing provisions, Lender shall not exercise its rights as set forth in this Section 14.03(c) unless: (A) an Event of Default has occurred and is continuing, or (B) Lender determines, in its discretion, that exigent circumstances exist or that such exercise is necessary or prudent in order to protect and preserve the Mortgaged Property, or Lender’s lien priority and security interest in the Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 82
Article 14	07-21	© 2021 Fannie Mae

(d) Borrower Waivers.

If more than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender, in its discretion, may:

(1) bring suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;

(2) compromise or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;

(3) release one or more of the persons constituting Borrower, from liability; or

(4) otherwise deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from any Borrower the full amount of the Indebtedness.

Section 14.04 Waiver of Marshaling.

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 Loan Agreement, any other Loan Document or applicable law. Lender shall have the right to determine the order in which all or any part of the Indebtedness is satisfied from the proceeds realized upon the exercise of such remedies. Borrower 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 Loan Agreement 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 or as an entirety in connection with the exercise of any of the remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents.

Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of collateral hereunder and under the other Loan Documents provided that Lender shall not have any duty as to any collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER (a) FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE COURT ORDER BY A COURT OF COMPETENT JURISDICTION, OR (b) FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 83
Article 14	07-21	© 2021 Fannie Mae

Article 15 - MISCELLANEOUS

Section 15.01 Governing Law; Consent to Jurisdiction and Venue.

(a) Governing Law.

This Loan Agreement and any other Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed by the laws of the Property Jurisdiction without regard to the application of choice of law principles.

(b) Venue.

Any controversy arising under or in relation to this Loan Agreement or any other Loan Document shall be litigated exclusively in the Property Jurisdiction without regard to conflicts of laws principles. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Loan Agreement or any other Loan Document. 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.

Section 15.02 Notice.

(a) Process of Serving Notice.

Except as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document 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;

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

(2) addressed to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; 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.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 84
Article 15	07-21	© 2021 Fannie Mae

(b) Change of Address.

Any party to this Loan Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified on the Summary of Loan Terms in accordance with this Section 15.02.

Any required notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance with this Section 15.02.

(d) Receipt of Notices.

Neither Borrower nor Lender shall refuse or reject delivery of any notice given in accordance with this Loan Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Section 15.03 Successors and Assigns Bound; Sale of Mortgage Loan.

(a) Binding Agreement.

This Loan Agreement shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the permitted successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall be void ab initio.

(b) Sale of Mortgage Loan; Change of Servicer.

Nothing in this Loan Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan or any interest in the Mortgage Loan. The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement and the other Loan Documents) may be sold one or more times without prior written notice to Borrower. A sale may result in a change of the Loan Servicer.

Section 15.04 Counterparts.

This Loan Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all such counterparts shall be construed together and shall constitute one instrument.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 85
Article 15	07-21	© 2021 Fannie Mae

Section 15.05 Joint and Several (or Solidary) Liability.

If more than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead for purposes of Louisiana law).

Section 15.06 Relationship of Parties; No Third Party Beneficiary.

(a) Solely Creditor and Debtor.

The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement shall create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement shall constitute Lender as a joint venturer, partner, or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations, or contracts of Borrower.

(b) No Third Party Beneficiaries.

No creditor of any party to this Loan Agreement and no other Person shall be a third party beneficiary of this Loan Agreement or any other Loan Document or any account created or contemplated under this Loan Agreement or any other Loan Document. Nothing contained in this Loan Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party and no third party shall have a right to enforce against Lender any right that Borrower may have under this Loan Agreement. Without limiting the foregoing:

(1) any Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness;

(2) Borrower shall not be a third party beneficiary of any Servicing Arrangement; and

(3) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

Section 15.07 Severability; Entire Agreement; Amendments.

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

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 86
Article 15	07-21	© 2021 Fannie Mae

Section 15.08 Construction.

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

(b) Any reference in this Loan Agreement 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 Loan Agreement or to a Section or Article of this Loan Agreement.

(c) Any reference in this Loan Agreement 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 Loan Agreement includes the plural and use of the plural includes the singular.

(e) As used in this Loan Agreement, 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 Loan Agreement or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Loan Agreement, 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 Loan Agreement, 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 Loan Agreement 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.

(j) If the Mortgage Loan proceeds are disbursed on a date that is later than the Effective Date, as described in Section 2.02(a)(1), the representations and warranties in the Loan Documents with respect to the ownership and operation of the Mortgaged Property shall be deemed to be made as of the disbursement date.

Section 15.09 Mortgage Loan Servicing.

All actions regarding the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer unless Borrower receives written notice to the contrary. If Borrower receives conflicting notices regarding the identity of the Loan Servicer or any other subject, any such written notice from Lender shall govern. The Loan Servicer may change from time to time (whether related or unrelated to a sale of the Mortgage Loan). If there is a change of the Loan Servicer, Borrower will be given written notice of the change.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 87
Article 15	07-21	© 2021 Fannie Mae

Section 15.10 Disclosure of Information.

Lender may furnish information regarding Borrower, Key Principal, or Guarantor, or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase, or securitization of the Mortgage Loan, including trustees, master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right of privacy.

Section 15.11 Waiver; Conflict.

No specific waiver of any of the terms of this Loan Agreement shall be considered as a general waiver. If any provision of this Loan Agreement is in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control.

Section 15.12 No Reliance.

Borrower acknowledges, represents, and warrants that:

(a) it understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;

(b) it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c) it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;

(d) it has had the opportunity to consult counsel; and

(e) it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Loan Agreement or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into, or otherwise in connection with this Loan Agreement, any other Loan Document, or any of the matters contemplated hereby or thereby.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 88
Article 15	07-21	© 2021 Fannie Mae

Section 15.13 Subrogation.

If, and to the extent that, the proceeds of the Mortgage Loan are used to pay, satisfy, or discharge any obligation of Borrower for the payment of money that is secured by a pre-existing mortgage, deed of trust, or other lien encumbering the Mortgaged Property, such Mortgage Loan proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall be subrogated automatically, and without further action on its part, to the rights, including lien priority, of the owner or holder of the obligation secured by such prior lien, whether or not such prior lien is released.

Section 15.14 Counting of Days.

Except where otherwise specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days, not Business Days. If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower shall be required to perform such obligation by the Business Day immediately preceding such date; provided, however, in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such payment by the Business Day immediately following such date.

Section 15.15 Revival and Reinstatement of Indebtedness.

If the payment of all or any part of the Indebtedness by Borrower, Guarantor, or any other Person, or the transfer to Lender of any collateral or other property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses, and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness shall be automatically revived, reinstated, and restored by such amount and shall exist as though such Voidable Transfer had never been made.

Section 15.16 Time is of the Essence.

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

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 89
Article 15	07-21	© 2021 Fannie Mae

Section 15.17 Final Agreement.

THIS LOAN AGREEMENT ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents, and any of their provisions may not be waived, modified, amended, discharged, or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that agreement.

Section 15.18 WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, 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 PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

Section 15.19 Tax Savings Clause.

Notwithstanding anything to the contrary herein, no modification to the Loan Documents (whether in connection with a Transfer or otherwise) shall result in an Adverse Tax Event.

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 90
Article 15	07-21	© 2021 Fannie Mae

IN WITNESS WHEREOF, Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides, Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:

ANDERSON MHP LLC, a
South Carolina limited liability company

By:	Manufactured Housing Properties Inc., a
	Nevada corporation, its Sole Member

	By:	/s/ John W. Wardlaw II	(SEAL)
	Name:	John W. Wardlaw III
	Title:	President

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page S-1
Signature Page	07-21	© 2021 Fannie Mae

LENDER:

KEYBANK NATIONAL ASSOCIATION, a
national banking association

By:	/s/ Crystal L. Williams	(SEAL)
Name:	Crystal L. Williams
Title:	Senior Vice President

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page S-2
Signature Page	07-21	© 2021 Fannie Mae

SCHEDULES AND EXHIBITS

Schedules

Schedule 1	Definitions Schedule (required)	Form 6201.FR
Schedule 2 Addenda to Schedule 2	Summary of Loan Terms (required) Summary of Loan Terms – (Manufactured Housing Community – MHC)	Form 6102.FR Form 6102.01
Schedule 3	Schedule of Interest Rate Type Provisions (required)	Form 6103.FR
Schedule 4	Prepayment Premium Schedule (required)	Form 6104.01
Schedule 5	Required Replacement Schedule (required)
Schedule 6	Required Repair Schedule (required)
Schedule 7	Exceptions to Representations and Warranties Schedule (required)
Schedule 8	Ownership Interests Schedule

Exhibits

Exhibit A	Modifications to Multifamily Loan and Security Agreement (Cross-Default and Cross- Collateralization: Multi-Note)	Form 6203
Exhibit B	Modifications to Multifamily Loan and Security Agreement (Manufactured Housing Community)	Form 6208
Exhibit C	Modifications to Multifamily Loan and Security Agreement (Legal Non-Conforming Status)	Form 6275

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedules and Exhibits	07-21	© 2021 Fannie Mae

Borrower hereby acknowledges and agrees that the Schedules and Exhibits referenced above are hereby incorporated fully into this Loan Agreement by this reference and each constitutes a substantive part of this Loan Agreement.

	/s/ JW
	Borrower Initials

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Initial Page
Schedules and Exhibits	07-21	© 2021 Fannie Mae

SCHEDULE 1 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Definitions Schedule

(Interest Rate Type – Fixed Rate)

Capitalized terms used in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.

“Accrued Interest” means unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.

“Additional Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property.

“Additional Lender Replacements” means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property.

“Adverse Tax Event” means any event that will (a) adversely affect the federal income tax status of any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS as a Fixed Investment Trust or REMIC, as the case may be, or (b) result in the imposition of a “prohibited transaction” tax, within the meaning of Section 860F(a)(1) of the Internal Revenue Code, on any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS.

“Amortization Period” has the meaning set forth in the Summary of Loan Terms.

“Amortization Type” has the meaning set forth in the Summary of Loan Terms.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;

(b) the acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 1	07-21	© 2021 Fannie Mae

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or

(e) the appointment of a receiver (other than a receiver appointed at the direction or request of Lender under the terms of the Loan Documents), liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower or any substantial part of the assets of Borrower;

provided, however, that any proceeding or case under (d) or (e) above shall not be a Bankruptcy Event until the ninetieth day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Bankruptcy Event immediately).

“Borrower” means, individually (and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one), the entity (or entities) identified as “Borrower” in the first paragraph of the Loan Agreement.

“Borrower Affiliate” means, as to Borrower, Guarantor or Key Principal:

(a) any Person that owns any direct ownership interest in Borrower, Guarantor or Key Principal;

(b) any Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor or Key Principal;

(d) any entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in such entity; or

(e) any other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.

“Borrower Requested Repairs” means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed from the Repairs Escrow Account and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable condition or to prevent deterioration of the Mortgaged Property.

“Borrower Requested Replacements” means replacements not listed on the Required Replacement Schedule requested by Borrower to be reimbursed from the Replacement Reserve Account and determined advisable by Lender to keep the Mortgaged Property in good order and repair and in a good marketable condition or to prevent deterioration of the Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Schedule 1	07-21	© 2021 Fannie Mae

“Borrower’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Borrower’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.

“Cash Management Account” has the meaning set forth in Section 6.02(f)(2).

“Cash Management Period” means a period commencing upon the occurrence of an Event of Default under the Loan Documents and/or the Other Loan Documents, and, once triggered, continuing until the Indebtedness has been satisfied.

“Collateral Account” means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to the Loan Agreement, including the Reserve/Escrow Account.

“Collateral Account Funds” means, collectively, the funds on deposit in any Collateral Account, including the Reserve/Escrow Account Funds.

“Collateral Agreement” means any separate agreement between Borrower and Lender and any other party (if applicable) for the establishment of any other fund, reserve or account related to the Mortgage Loan or the Mortgaged Property.

“Completion Period” has the meaning set forth in the Summary of Loan Terms.

“Condemnation Action” has the meaning set forth in the Security Instrument.

“Control” (including with correlative meanings, such as “Controlling,” “Controlled by” and “under common Control with”) means, as applied to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and operations of such entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Credit Score” means a numerical value or a categorization derived from a statistical tool or modeling system used to measure credit risk and predict the likelihood of certain credit behaviors, including default.

“DACA” has the meaning set forth in Section 6.02(f)(1).

“Debt Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument or any other Loan Document.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 3
Schedule 1	07-21	© 2021 Fannie Mae

“Default Rate” means an interest rate equal to the lesser of:

(a) the sum of the Interest Rate plus four (4) percentage points; or

(b) the maximum interest rate which may be collected from Borrower under applicable law.

“Definitions Schedule” means this Schedule 1 (Definitions Schedule) to the Loan Agreement.

“Division” means the filing of a certificate of division, adoption of a plan of division, amending of any organizational documents, or any other actions taken, permitted, or consented to in order to divide a Person into two or more Persons pursuant to a plan of division such as contemplated under the Delaware Limited Liability Company Act or any other similar requirement of law in any jurisdiction. The term “Divide” shall have a correlative meaning.

“Economic Sanctions” means any economic or financial sanction administered or enforced by the United States Government (including, without limitation, those administered by OFAC at http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx), the U.S. Department of Commerce, or the U.S. Department of State.

“Effective Date” has the meaning set forth in the Summary of Loan Terms.

“Employee Benefit Plan” means a plan described in Section 3(3) of ERISA, regardless of whether the plan is subject to ERISA, or a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code.

“Enforcement Costs” has the meaning set forth in the Security Instrument.

“Environmental Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.

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

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

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

“ERISA Affiliate” shall mean, with respect to Borrower, any entity that, together with Borrower, would be treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code, or Section 4001(a)(14) of ERISA, or the regulations thereunder.

“ERISA Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (or related trust) that is subject to the requirements of Title IV of ERISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of ERISA, which is maintained or contributed to by Borrower or its ERISA Affiliates.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 4
Schedule 1	07-21	© 2021 Fannie Mae

“Event of Default” means the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.

“Exceptions to Representations and Warranties Schedule” means that certain Schedule 7 (Exceptions to Representations and Warranties Schedule) to the Loan Agreement.

“First Payment Date” has the meaning set forth in the Summary of Loan Terms.

“First Principal and Interest Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.

“Fixed Investment Trust” means an investment trust as defined in Section 301.7701-4 of the Treasury Regulations.

“Fixed Rate” has the meaning set forth in the Summary of Loan Terms.

“Fixtures” has the meaning set forth in the Security Instrument.

“Force Majeure” shall mean acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of financing), and of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence.

“Foreclosure Event” means:

(a) foreclosure under the Security Instrument;

(b) any other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or a third party purchaser becomes owner of the Mortgaged Property;

(c) delivery by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged Property in lieu of any of the foregoing; or

(d) in Louisiana, any dation en paiement.

“Goods” has the meaning set forth in the Security Instrument.

“Governmental Authority” means any court, board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision of any court, board, commission, department or body of any municipal, county, state or federal governmental unit, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement of the Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 5
Schedule 1	07-21	© 2021 Fannie Mae

“Guarantor” means, individually and collectively, any guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.

“Guarantor Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;

(b) the acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor; or

(e) the appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor or any substantial part of the assets of Guarantor, as applicable;

provided, however, that any proceeding or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the ninetieth day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Guarantor Bankruptcy Event immediately).

“Guarantor’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Guarantor’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Guaranty” means, individually and collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor in connection with the Mortgage Loan.

“Immediate Family Members” means a child, stepchild, grandchild, spouse, sibling, or parent, each of whom is not a Prohibited Person.

“Imposition Deposits” has the meaning set forth in the Security Instrument.

“Impositions” has the meaning set forth in the Security Instrument.

“Improvements” has the meaning set forth in the Security Instrument.

“Indebtedness” has the meaning set forth in the Security Instrument.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 6
Schedule 1	07-21	© 2021 Fannie Mae

“Initial Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.

“Insolvency Laws” means the Bankruptcy Code, together with any other federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’ rights, as amended from time to time.

“Insolvent” means:

(a) that the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that are available to satisfy claims of creditors; or

(b) such Person’s inability to pay its debts as they become due.

“Intended Prepayment Date” means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth in the Prepayment Notice.

“Interest Accrual Method” has the meaning set forth in the Summary of Loan Terms.

“Interest Only Term” has the meaning set forth in the Summary of Loan Terms.

“Interest Rate” means the Fixed Rate.

“Interest Rate Type” has the meaning set forth in the Summary of Loan Terms.

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

“Investor” means any Person to whom Lender intends to (a) sell, transfer, deliver or assign the Mortgage Loan in the secondary mortgage market, or (b) sell an MBS backed by the Mortgage Loan.

“Key Principal” means, collectively:

(a) the Person that Controls Borrower that Lender determines is critical to the successful operation and management of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or

(b) any Person who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption agreement, or another amendment or supplement to the Loan Agreement.

“Key Principal’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 7
Schedule 1	07-21	© 2021 Fannie Mae

“Key Principal’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Land” means the land described in Exhibit A to the Security Instrument.

“Last Interest Only Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.

“Late Charge” means an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%).

“Leases” has the meaning set forth in the Security Instrument.

“Lender” means the entity identified as “Lender” in the first paragraph of the Loan Agreement and its transferees, successors and assigns, or any subsequent holder of the Note.

“Lender’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Lender’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Lender’s Payment Address” has the meaning set forth in the Summary of Loan Terms.

“Lien” has the meaning set forth in the Security Instrument.

“Loan Agreement” means the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and between Borrower and Lender to which this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Amount” has the meaning set forth in the Summary of Loan Terms.

“Loan Application” means the application for the Mortgage Loan submitted by Borrower to Lender.

“Loan Documents” means the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the Guaranty, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Plans, and any other documents now or in the future executed by Borrower, Guarantor, Key Principal, any other guarantor or any other Person in connection with the Mortgage Loan, as such documents may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note, the Loan Agreement, the Security Instrument and any other Loan Document, and otherwise to service the Mortgage Loan for the benefit of Lender. Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Summary of Loan Terms.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 8
Schedule 1	07-21	© 2021 Fannie Mae

“Loan Term” has the meaning set forth in the Summary of Loan Terms.

“Loan Year” has the meaning set forth in the Summary of Loan Terms.

“Lockbox Account” has the meaning set forth in Section 6.02(f)(1).

“Lockbox Bank” has the meaning set forth in Section 6.02(f)(1).

“Material Commercial Lease” means:

(a) any Lease that, individually or in the aggregate with other Leases entered into with the same tenant, comprises five percent (5%) or more of the total gross income at the Mortgaged Property on an annualized basis; or

(b) regardless of the percentage of the total gross income at the Mortgaged Property that it comprises, any Lease relating to:

(1) solar power, thermal power generation, or co-power generation, or for the installation of solar panels or any other electrical power generation equipment, and any related power purchase agreement; or

(2) any dwelling unit at the Mortgaged Property leased to Guarantor, Key Principal, or another Borrower Affiliate.

“Maturity Date” has the meaning set forth in the Summary of Loan Terms.

“Maximum Inspection Fee” has the meaning set forth in the Summary of Loan Terms.

“Maximum Repair Cost” shall be the amount(s) set forth in the Required Repair Schedule, if any.

“Maximum Repair Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“Maximum Replacement Reserve Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“Maximum Restoration Reserve Disbursement Interval” has the meaning set forth in the Summary of Loan Terms.

“MBS” means an investment security that represents an undivided beneficial interest in a pool of mortgage loans or participation interests in mortgage loans held in trust pursuant to the terms of a governing trust document.

“Mezzanine Debt” means a loan to a direct or indirect owner of Borrower secured by a pledge of such owner’s interest in an entity owning a direct or indirect interest in Borrower.

“Minimum Repairs Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 9
Schedule 1	07-21	© 2021 Fannie Mae

“Minimum Replacement Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

“Minimum Restoration Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms.

“Monthly Debt Service Payment” has the meaning set forth in the Summary of Loan Terms.

“Monthly Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms.

“Mortgage Loan” means the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the Loan Agreement, evidenced by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan.

“Mortgaged Property” has the meaning set forth in the Security Instrument.

“Multifamily Project” has the meaning set forth in the Summary of Loan Terms.

“Multifamily Project Address” has the meaning set forth in the Summary of Loan Terms.

“Net Cash Flow” means, for any specified period, the total of (a) the net rental income for the Mortgaged Property, plus (b) other allowable income for the Mortgaged Property, if any, minus (c) operating expenses for the Mortgaged Property, minus (d) the full amount underwritten for the Replacement Reserve Account (regardless of whether deposits have been or will be waived or reduced), and as adjusted for economic vacancy and other factors by Lender for the specific asset class or loan type.

“Non-Recourse Guaranty” means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note” means that certain Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“O&M Plan” has the meaning set forth in the Environmental Indemnity Agreement.

“OFAC” means the United States Treasury Department, Office of Foreign Assets Control, and any successor thereto.

“Other Loans” means those certain mortgage loans made or to be made to Borrower Affiliates that are or will be cross-defaulted and cross-collateralized with this Mortgage Loan, all as identified in the Security Instrument.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 10
Schedule 1	07-21	© 2021 Fannie Mae

“Ownership Interests Schedule” means that certain Schedule 8 (Ownership Interests Schedule) to the Loan Agreement.

“Payment Date” means the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully paid.

“Payment Guaranty” means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Permitted Encumbrance” has the meaning set forth in the Security Instrument.

“Permitted Mezzanine Debt” means Mezzanine Debt incurred by a direct or indirect owner or owners of Borrower where the exercise of any of the rights and remedies by the holder or holders of the Mezzanine Debt would not in any circumstance cause (a) a change in Control in Borrower, Key Principal, or Guarantor, or (b) a Transfer of a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor.

“Permitted Preferred Equity” means Preferred Equity that does not (a) require mandatory dividends, distributions, payments or returns (including at maturity or in connection with a redemption), or (b) provide the Preferred Equity owner with rights or remedies on account of a failure to receive any preferred dividends, distributions, payments or returns (or, if such rights are provided, the exercise of such rights do not violate the Loan Documents or are otherwise exercised with the prior written consent of Lender in accordance with Article 11 (Liens, Transfers and Assumptions) of the Loan Agreement and the payment of all applicable fees and expenses as set forth in Section 11.03(g) (Further Conditions to Transfers and Assumption) of the Loan Agreement).

“Permitted Prepayment Date” means the last Business Day of a calendar month.

“Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private).

“Personal Property” means the 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, 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.

“Personalty” has the meaning set forth in the Security Instrument.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 11
Schedule 1	07-21	© 2021 Fannie Mae

“Preferred Equity” means a direct or indirect equity ownership interest in, economic interests in, or rights with respect to, Borrower that provide an equity owner preferred dividend, distribution, payment, or return treatment relative to other equity owners.

“Prepayment Lockout Period” has the meaning set forth in the Summary of Loan Terms.

“Prepayment Notice” means the written notice that Borrower is required to provide to Lender in accordance with Section 2.03 (Lockout/Prepayment) of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment Date.

“Prepayment Premium” means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as provided in Section 2.03 (Lockout/Prepayment) of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule.

“Prepayment Premium Period End Date” or “Yield Maintenance Period End Date” has the meaning set forth in the Summary of Loan Terms.

“Prepayment Premium Period Term” or “Yield Maintenance Period Term” has the meaning set forth in the Summary of Loan Terms.

“Prepayment Premium Schedule” means that certain Schedule 4 (Prepayment Premium Schedule) to the Loan Agreement.

“Prohibited Person” means:

(a) any Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding or administrative directive; or

(b) any Person identified on the United States Department of Housing and Urban Development’s “Limited Denial of Participation, HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “System for Award Management (SAM)” exclusion list, each of which may be amended from time to time, and any successor or replacement thereof; or

(c) any Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person owned or held by Fannie Mae; or

(d) any Person that has caused any unsatisfactory experience of a material nature with Fannie Mae or Lender, such as a default, fraud, intentional misrepresentation, litigation, arbitration or other similar act.

“Property Jurisdiction” has the meaning set forth in the Security Instrument.

“Property Square Footage” has the meaning set forth in the Summary of Loan Terms.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 12
Schedule 1	07-21	© 2021 Fannie Mae

“Publicly-Held Corporation” means a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

“Publicly-Held Trust” means a real estate investment trust, the outstanding voting shares or beneficial interests of which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended.

“REMIC” means a real estate mortgage investment conduit as defined in Section 860D of the Internal Revenue Code.

“Rents” has the meaning set forth in the Security Instrument.

“Repair Threshold” has the meaning set forth in the Summary of Loan Terms.

“Repairs” means, individually and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.

“Repairs Escrow Account” means the account established by Lender into which the Repairs Escrow Deposit is deposited to fund the Repairs.

“Repairs Escrow Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.

“Repairs Escrow Deposit” has the meaning set forth in the Summary of Loan Terms.

“Replacement Reserve Account” means the account established by Lender into which the Replacement Reserve Deposits are deposited to fund the Replacements.

“Replacement Reserve Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.

“Replacement Reserve Account Interest Disbursement Frequency” has the meaning set forth in the Summary of Loan Terms.

“Replacement Reserve Deposits” means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other deposits to the Replacement Reserve Account required by the Loan Agreement.

“Replacement Threshold” has the meaning set forth in the Summary of Loan Terms.

“Replacements” means, individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender Replacements.

“Required Repair Schedule” means that certain Schedule 6 (Required Repair Schedule) to the Loan Agreement.

“Required Repairs” means those items listed on the Required Repair Schedule.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 13
Schedule 1	07-21	© 2021 Fannie Mae

“Required Replacement Schedule” means that certain Schedule 5 (Required Replacement Schedule) to the Loan Agreement.

“Required Replacements” means those items listed on the Required Replacement Schedule.

“Reserve/Escrow Account Funds” means, collectively, the funds on deposit in the Reserve/Escrow Accounts.

“Reserve/Escrow Accounts” means, individually and collectively, the Replacement Reserve Account, the Repairs Escrow Account, and the Restoration Reserve Account.

“Residential Lease” means a Lease of an individual dwelling unit.

“Restoration” means any work and improvements required to be performed to the Mortgaged Property following a casualty or event of loss as set forth in plans and specifications approved by Lender.

“Restoration Reserve Account” means, if applicable, the account established by Lender into which insurance proceeds are deposited in order to fund a Restoration following a casualty or event of loss.

“Restoration Reserve Account Administration Fee” has the meaning set forth in the Summary of Loan Terms.

“Restoration Threshold” has the meaning set forth in the Summary of Loan Terms.

“Restricted Ownership Interest” means, with respect to any entity, the following:

(a) if such entity is a general partnership or a joint venture, fifty percent (50%) or more of all general partnership or joint venture interests in such entity;

(b) if such entity is a limited partnership:

(1) the interest of any general partner; or

(2) fifty percent (50%) or more of all limited partnership interests in such entity;

(1) the interest of any managing member or the contractual rights of any non-member manager; or

(2) fifty percent (50%) or more of all membership or other ownership interests in such entity;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 14
Schedule 1	07-21	© 2021 Fannie Mae

(d) if such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, fifty percent (50%) or more of voting stock in such corporation;

(e) if such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares of voting stock sufficient to have the power to elect the majority of directors of such corporation; or

(f) if such entity is a trust (other than a land trust or a Publicly-Held Trust), the power to Control such trust vested in the trustee of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust agreement approved by Lender).

“Review Fee” means the non-refundable fee of $3,000 payable to Lender.

“Sanctioned Country” means a country or territory subject to either a targeted or comprehensive country-wide sanctions program administered and enforced by OFAC, which list is updated from time to time.

“Sanctioned Person” means:

(a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC, available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time;

(b) (1) an agency of the government of a Sanctioned Country, (2) an organization controlled by a Sanctioned Country, or (3) a Person resident in a Sanctioned Country, to the extent any Person described in clauses (1), (2) or (3) is the subject of a sanctions program administered by OFAC;

(c) a Person whose property and interests in property are blocked pursuant to an Executive Order or regulations administered by OFAC consistent with the guidance issued by OFAC; or

(d) any Person that meets (a) or (b) of the definition of “Prohibited Person.”

“Schedule of Interest Rate Type Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type Provisions) to the Loan Agreement.

“Security Instrument” means that certain multifamily mortgage, deed to secure debt or deed of trust executed and delivered by Borrower as security for the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicing Arrangement” means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 15
Schedule 1	07-21	© 2021 Fannie Mae

“Short-Term Rental” means any Lease or master Lease (including subleases, licenses, and other possessory interests, whether oral or written) of an individual dwelling unit, for which the intended occupancy of the dwelling unit is for a period or periods of less than thirty (30) days, irrespective of the stated term of the Lease, including any Lease:

(a) for corporate tenant and guest suite purposes; or

(b) with an agreement or arrangement between either:

(1) Borrower and a tenant whereby the tenant may enter into a separate agreement or arrangement with a Short-Term Rental Provider to offer Short-Term Rentals at the Mortgaged Property; or

(2) Borrower and a Short-Term Rental Provider, pursuant to which tenants may offer Short-Term Rentals at the Mortgaged Property.

“Short-Term Rental Provider” means any platform or provider (including any internet or online service platform or provider) that offers Short-Term Rental services and arrangements, including booking and reservation services to guests and customers.

“Software” has the meaning set forth in the Security Instrument.

“Summary of Loan Terms” means that certain Schedule 2 (Summary of Loan Terms) to the Loan Agreement.

“Taxes” has the meaning set forth in the Security Instrument.

“Title Policy” means the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring the lien of the Security Instrument as set forth therein, as approved by Lender.

“Total Parking Spaces” has the meaning set forth in the Summary of Loan Terms.

“Total Residential Units” has the meaning set forth in the Summary of Loan Terms.

“Transfer” means:

(a) a sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law), other than Residential Leases, Material Commercial Leases or non-Material Commercial Leases permitted by the Loan Agreement;

(b) a granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation of law);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 16
Schedule 1	07-21	© 2021 Fannie Mae

(d) a withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or

(e) a merger, consolidation, dissolution, Division or liquidation of a legal entity.

“Transfer Fee” means a fee equal to one percent (1%) of the unpaid principal balance of the Mortgage Loan payable to Lender.

“Treasury Regulations” means regulations, revenue rulings and other public interpretations of the Internal Revenue Code by the Internal Revenue Service, as such regulations, rulings and interpretations may be amended or otherwise revised from time to time.

“UCC” has the meaning set forth in the Security Instrument.

“UCC Collateral” has the meaning set forth in the Security Instrument.

“Voidable Transfer” means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of property.

“Yield Maintenance Period End Date” or “Prepayment Premium Period End Date” has the meaning set forth in the Summary of Loan Terms.

“Yield Maintenance Period Term” or “Prepayment Premium Period Term” has the meaning set forth in the Summary of Loan Terms.

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 17
Schedule 1	07-21	© 2021 Fannie Mae

SCHEDULE 2 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Summary of Loan Terms

(Interest Rate Type - Fixed Rate)

I. GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
Borrower	ANDERSON MHP LLC, a South Carolina limited liability company
Lender	KEYBANK NATIONAL ASSOCIATION, a national banking association
Key Principal	RAYMOND M. GEE MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation
Guarantor	RAYMOND M. GEE MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation
Multifamily Project	Anderson Portfolio
ADDRESSES
Borrower’s General Business Address	c/o Manufactured Housing Properties Inc. 136 Main Street Pineville, North Carolina 28134
Borrower’s Notice Address	c/o Manufactured Housing Properties Inc. 136 Main Street Pineville, North Carolina 28134 Email: johngee@mhproperties.com
Multifamily Project Address	2101 Beaverdam Rd, Williamston, South Carolina 29697, 100 Green Cherry Rd, Anderson, South Carolina 29625, 6312 Hwy 81 S, Starr, South Carolina 29684, 301 True Temper Rd, Anderson, South Carolina 29624, 813 Mayfield School Rd, Belton, South Carolina, 29627, 3323 Jerry Dr, Anderson, South Carolina 29624, 3301 Jerry Dr, Anderson, South Carolina 29624, 729 Greenville St, Pendleton, South Carolina 29670, and 1615 Middleton Rd, Anderson, South Carolina 29624
Multifamily Project County	Anderson
Key Principal’s General Business Address	RAYMOND M. GEE 136 Main Street Pineville, North Carolina 28134 MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation 136 Main Street Pineville, North Carolina 28134
Key Principal’s Notice Address	RAYMOND M. GEE 136 Main Street Pineville, North Carolina 28134 Email: johngee@mhproperties.com MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation 136 Main Street Pineville, North Carolina 28134 Email: jay@mhproperties.com
Guarantor’s General Business Address	RAYMOND M. GEE 136 Main Street Pineville, North Carolina 28134 MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation 136 Main Street Pineville, North Carolina 28134
Guarantor’s Notice Address	RAYMOND M. GEE 136 Main Street Pineville, North Carolina 28134 Email: johngee@mhproperties.com MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation 136 Main Street Pineville, North Carolina 28134 Email: jay@mhproperties.com
Lender’s General Business Address	127 Public Square, 8^th Floor Cleveland, Ohio 44114
Lender’s Notice Address	11501 Outlook Street, Suite 300 Overland Park, Kansas 66211 Mailcode: KS-01-11-0501 Attention: Servicing Manager E-Mail: amanda_earl@keybank.com
Lender’s Payment Address	P.O. Box 145404 Cincinnati, Ohio 45250

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 2	07-21	© 2021 Fannie Mae

II. MULTIFAMILY PROJECT INFORMATION
Property Square Footage	Beaverdam Mobile Home Park - 613,279.00 Westside Mobile Home Park - 83,921.00 Springfield Mobile Home Park - 213,879.60 Sunrise Mobile Home Park - 361,702.00 Mayfield Mobile Home Park - 185,850.00 Elrod Mobile Home Park - 242,208.00 Roosevelt Mobile Home Park - 61,323.00 Pendleton Mobile Home Park - 268,029.00 Middleton Mobile Home Park - 250,113.00
Total Parking Spaces	Beaverdam Mobile Home Park - 60 Westside Mobile Home Park - 48 Springfield Mobile Home Park - 40 Sunrise Mobile Home Park - 62 Mayfield Mobile Home Park - 16 Elrod Mobile Home Park - 24 Roosevelt Mobile Home Park - 18 Pendleton Mobile Home Park - 40 Middleton Mobile Home Park - 26
Total Residential Units	Beaverdam Mobile Home Park - 30 Westside Mobile Home Park - 24 Springfield Mobile Home Park - 20 Sunrise Mobile Home Park -32 Mayfield Mobile Home Park - 8 Elrod Mobile Home Park - 12 Roosevelt Mobile Home Park- 9 Pendleton Mobile Home Park - 19 Middleton Mobile Home Park - 13
Affordable Housing Property	☐ Yes ☒ No

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Schedule 2	07-21	© 2021 Fannie Mae

III. MORTGAGE LOAN INFORMATION
Amortization Period	Three hundred sixty (360) months
Amortization Type	☐ Amortizing ☐ Full Term Interest Only ☒ Partial Interest Only
Effective Date	As of August 31, 2022
First Payment Date	The first day of October, 2022
First Principal and Interest Payment Date	The first day of October, 2027
Fixed Rate	4.87%
Interest Accrual Method	☐ 30/360 (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months) or ☒ Actual/360 (computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable month, calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month)
Interest Only Term	Sixty (60) months
Interest Rate	The Fixed Rate
Interest Rate Type	Fixed Rate
Last Interest Only Payment Date	The first day of September, 2027
Loan Amount	$5,118,000.00
Loan Term	One hundred twenty (120) months
Loan Year	The period beginning on the Effective Date and ending on the last day of August, 2023, and each successive twelve (12) month period thereafter.
Maturity Date	The first day of September, 2032, or any earlier date on which the Indebtedness becomes due and payable by acceleration or otherwise.
Monthly Debt Service Payment	(i) $20,770.55 for the First Payment Date; (ii) for each Payment Date thereafter through and including the Last Interest Only Payment Date: (a) $19,385.85 if the prior month was a 28-day month; (b) $20,078.20 if the prior month was a 29-day month; (c) $20,770.55 if the prior month was a 30-day month; and (d) $21,462.90 if the prior month was a 31-day month; and (iii) $27,069.35 for the First Principal and Interest Payment Date and each Payment Date thereafter until the Mortgage Loan is fully paid
Prepayment Lockout Period	The Zero (0) Loan Year of the term of the Mortgage Loan

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 3
Schedule 2	07-21	© 2021 Fannie Mae

IV. YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION

Yield Maintenance Period End Date

Prepayment Premium Period End Date

The last day of February, 2032

Yield Maintenance Period Term

Prepayment Premium Period Term

One hundred fourteen (114) months

V. RESERVE INFORMATION
Completion Period	Within *twelve (12)* months after the Effective Date or as otherwise shown on the Required Repair Schedule.
Initial Replacement Reserve Deposit	$0.00
Maximum Inspection Fee	$750.00
Maximum Repair Disbursement Interval	One time per calendar month
Maximum Replacement Reserve Disbursement Interval	One time per calendar month
Maximum Restoration Reserve Disbursement Interval	One time per calendar month
Minimum Repairs Disbursement Amount	$5,000.00
Minimum Replacement Reserve Disbursement Amount	$7,500.00
Minimum Restoration Reserve Disbursement Amount	$10,000.00
Monthly Replacement Reserve Deposit	$983.00
Repair Threshold	$10,000.00
Repairs Escrow Account Administrative Fee	$1,000.00, payable one time
Repairs Escrow Deposit	Repairs Escrow: $87,954.00 Capital Expenditures Escrow: $548,300.00
Replacement Reserve Account Administration Fee	$500.00, payable annually
Replacement Reserve Account Interest Disbursement Frequency	Annually
Replacement Threshold	$10,000.00
Restoration Reserve Account Administration Fee	$500.00, payable one time
Restoration Threshold	$10,000.00

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 4
Schedule 2	07-21	© 2021 Fannie Mae

Modifications to Multifamily Loan and Security Agreement

ADDENDA TO SCHEDULE 2 – SUMMARY OF LOAN TERMS

(Manufactured Housing Community)

VI. MANUFACTURED HOUSING COMMUNITY INFORMATION
Manufactured Community Name	Anderson Portfolio
MH Site Lease Protection Payment	$10,236.00
Number of Sites as of the Effective Date	167
Number of MH Sites as of the Effective Date	166
Number of RV Sites as of the Effective Date	0
Number of Borrower-Owned Homes as of the Effective Date	0
Number of Borrower Affiliate-Owned Homes as of the Effective Date	150
Number of MH Site Leases with Homeowners as of the Effective Date	11
Percentage of MH Site Leases with MH Site Lease Protections in Compliance with Section 7.02(a)(6) as of the Effective Date	0%

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 5
Schedule 2	07-21	© 2021 Fannie Mae

SCHEDULE 3 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Schedule of Interest Rate Type Provisions

(Fixed Rate)

1. Defined Terms.

Capitalized terms not otherwise defined in this Schedule have the meanings given to such terms in the Definitions Schedule to the Loan Agreement.

2. Interest Accrual.

Except as otherwise provided in the Loan Agreement, interest shall accrue at the Interest Rate until fully paid.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 3	07-21	© 2021 Fannie Mae

SCHEDULE 4 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Prepayment Premium Schedule

(Standard Yield Maintenance – Fixed Rate)

1. Defined Terms.

All capitalized terms used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in the Loan Agreement.

2. Prepayment Premium.

Any Prepayment Premium payable under Section 2.03 (Lockout/Prepayment) of the Loan Agreement shall be computed as follows:

(a) If the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment Premium shall be the greater of:

(1)

one percent (1%) of the amount of principal being prepaid; or

(2)

the product obtained by multiplying:

(i) the amount of principal being prepaid,

(ii) the difference obtained by subtracting from the Fixed Rate on the Mortgage Loan, the Yield Rate (as defined below) on the twenty-fifth (25th) Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Mortgage Loan or otherwise accepts a prepayment pursuant to Section 2.03(d) (Application of Collateral) of the Loan Agreement,

(iii) the present value factor calculated using the following formula:

	1 - (1 + r)^-n/12
	r

[r =

Yield Rate

n =

the number of months remaining between (i) either of the following: (x) in the case of a voluntary prepayment, the last day of the month in which the prepayment is made, or (y) in any other case, the date on which Lender accelerates the unpaid principal balance of the Mortgage Loan and (ii) the Yield Maintenance Period End Date.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 4	07-21	© 2021 Fannie Mae

For purposes of this clause (2), the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):

a =

the yield for the longer U.S. Treasury constant maturity

b =

the yield for the shorter U.S. Treasury constant maturity

x =

the term of the longer U.S. Treasury constant maturity

y =

the term of the shorter U.S. Treasury constant maturity

z =

“n” (as defined in the present value factor calculation above) divided by twelve (12).

For purposes of this clause (2), if the Yield Rate is calculated to be zero, the number 0.00001 shall be deemed to be the Yield Rate.

Notwithstanding any provision to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender. Any determination of the Yield Rate by Lender will be binding absent manifest error.]

(b) If the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth (4th) month prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount of principal being prepaid.

(c) Notwithstanding the provisions of Section 2.03 (Lockout/Prepayment) of the Loan Agreement, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth (4th) month prior to the month in which the Maturity Date occurs.

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Schedule 4	07-21	© 2021 Fannie Mae

SCHEDULE 5 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Required Replacement Schedule

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 5	07-21	© 2021 Fannie Mae

SCHEDULE 6 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Required Repair Schedule

Property Address

Loan Number

Anderson Portfolio

2101 Beaverdam Rd, Williamston, South Carolina 29697,

100 Green Cherry Rd, Anderson, South Carolina 29625,

6312 Hwy 81 S, Starr, South Carolina 29684,

301 True Temper Rd, Anderson, South Carolina 29624,

813 Mayfield School Rd, Belton, South Carolina, 29627,

3323 Jerry Dr, Anderson, South Carolina 29624,

3301 Jerry Dr, Anderson, South Carolina 29624,

729 Greenville St, Pendleton, South Carolina 29670, and

1615 Middleton Rd, Anderson, South Carolina 29624

1720007809

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 6	07-21	© 2021 Fannie Mae

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Schedule 6	07-21	© 2021 Fannie Mae

SCHEDULE 7 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Exceptions to Representations and Warranties Schedule

NONE.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 7	07-21	© 2021 Fannie Mae

SCHEDULE 8 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Ownership Interests Schedule

Individual Borrower List

Anderson MHP, LLC, a South Carolina limited liability company

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 8	07-21	© 2021 Fannie Mae

Exhibit 10.23

MULTIFAMILY NOTE

US $5,118,000.00

As of September 1, 2022

FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”), the principal amount of FIVE MILLION ONE HUNDRED EIGHTEEN THOUSAND AND NO/100 DOLLARS (US $5,118,000.00) (the “Mortgage Loan”), together with interest thereon accruing at the Interest Rate on the unpaid principal balance from the date the Mortgage Loan proceeds are disbursed until fully paid in accordance with the terms hereof and of that certain Multifamily Loan and Security Agreement dated as of the date hereof, by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).

1. Defined Terms.

Capitalized terms used and not specifically defined in this Multifamily Note (this “Note”) have the meanings given to such terms in the Loan Agreement.

2. Repayment.

Borrower agrees to pay the principal amount of the Mortgage Loan and interest on the principal amount of the Mortgage Loan from time to time outstanding at the Interest Rate or such other rate or rates and at the times specified in the Loan Agreement, together with all other amounts due to Lender under the Loan Documents. The outstanding balance of the Mortgage Loan and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date, together with all other amounts due to Lender under the Loan Documents.

3. Security.

The Mortgage Loan evidenced by this Note, together with all other Indebtedness is secured by, among other things, the Security Instrument, the Loan Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Security Instrument and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

4. Acceleration.

In accordance with the Loan Agreement, if an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any accrued and unpaid interest, including interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other amounts payable under this Note, the Loan Agreement and any other Loan Document shall at once become due and payable, at the option of Lender, without any prior notice to Borrower, unless applicable law requires otherwise (and in such case, after satisfactory notice has been given).

Multifamily Note – Multistate	Form 6010	Page 1
Fannie Mae	09-20	© 2020 Fannie Mae

5. Personal Liability.

The provisions of Article 3 (Personal Liability) of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein.

6. Governing Law.

This Note shall be governed in accordance with the terms and provisions of Section 15.01 (Governing Law; Consent to Jurisdiction and Venue) of the Loan Agreement.

7. Waivers.

Presentment, demand for payment, notice of nonpayment and dishonor, protest and notice of protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of nonpayment, and grace and diligence in collecting the Indebtedness are waived by Borrower, for and on behalf of itself, Guarantor and Key Principal, and all endorsers and guarantors of this Note and all other third party obligors or others who may become liable for the payment of all or any part of the Indebtedness.

8. Commercial Purpose.

Borrower represents that the Indebtedness is being incurred by Borrower solely for the purpose of carrying on a business or commercial enterprise or activity, and not for agricultural, personal, family or household purposes.

9. Construction; Joint and Several (or Solidary, as applicable) Liability.

(a) Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if fully set forth in the body of this Note.

(b) If more than one Person executes this Note as Borrower, the obligations of each such Person executing this Note shall be joint and several (solidary instead for purposes of Louisiana law).

10. Notices.

All Notices required or permitted to be given by Lender to Borrower pursuant to this Note shall be given in accordance with Section 15.02 (Notice) of the Loan Agreement.

11. Time is of the Essence.

Borrower agrees that, with respect to each and every obligation and covenant contained in this Note, time is of the essence.

Multifamily Note – Multistate	Form 6010	Page 2
Fannie Mae	09-20	© 2020 Fannie Mae

12. Loan Charges Savings Clause.

Borrower agrees to pay an effective rate of interest equal to the sum of the Interest Rate and any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Mortgage Loan and any other fees or amounts to be paid by Borrower pursuant to any of the other Loan Documents. Neither this Note, the Loan Agreement nor any of the other Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than the maximum interest rate permitted to be charged under applicable law. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with all applicable laws governing the maximum rate or amount of interest payable on the Indebtedness evidenced by this Note and the other Loan Documents. If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower is interpreted so that any interest or other charge or amount provided for in any Loan Document, whether considered separately or together with other charges or amounts provided for in any other Loan Document, or otherwise charged, taken, reserved or received in connection with the Mortgage Loan, or on acceleration of the maturity of the Mortgage Loan or as a result of any prepayment by Borrower or otherwise, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate any such violation. Amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of the Mortgage Loan without the payment of any prepayment premium (or, if the Mortgage Loan has been or would thereby be paid in full, shall be refunded to Borrower), and the provisions of the Loan Agreement and any other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible under the Loan Agreement and any other Loan Documents reduced, without the necessity of the execution of any new documents, so as to comply with any applicable law, but so as to permit the recovery of the fullest amount otherwise payable under the Loan Documents. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made in connection with the Indebtedness that constitute interest, and any amount paid or agreed to be paid to Lender for the use, forbearance or detention of the Indebtedness, shall be deemed to be allocated and spread ratably over the stated term of the Mortgage Loan. Unless otherwise required by applicable law, such allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Mortgage Loan.

13. WAIVER OF TRIAL BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF BORROWER AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER 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 PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

14. Receipt of Loan Documents.

Borrower acknowledges receipt of a copy of each of the Loan Documents.

15. Incorporation of Schedules.

The schedules, if any, attached to this Note are incorporated fully into this Note by this reference and each constitutes a substantive part of this Note.

ATTACHED SCHEDULE. The following Schedule is attached to this Note:

[_]

Schedule 1

Modifications to Note

[Remainder of Page Intentionally Blank]

Multifamily Note – Multistate	Form 6010	Page 3
Fannie Mae	09-20	© 2020 Fannie Mae

IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal (where applicable) or has caused this Note to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Borrower intends that this Note shall be deemed to be signed and delivered as a sealed instrument.

	BORROWER:

	ANDERSON MHP LLC,
	a South Carolina limited liability company

	By:	Manufactured Housing Properties Inc.,
		a Nevada corporation, its Sole Member

By:	/s/ John W. Wardlaw III	(SEAL)
Name:	John W. Wardlaw III
Title:	President

Multifamily Note – Multistate	Form 6010	Page S- 1
Fannie Mae	09-20	© 2020 Fannie Mae

PAY TO THE ORDER OF Fannie Mae

WITHOUT RECOURSE.

KEYBANK NATIONAL ASSOCIATION, a
national banking association

By:	/s/Crystal L. Williams	(SEAL)
Name:	Crystal L. Williams
Title:	Senior Vice President

Multifamily Note – Multistate	Form 6010	Page S-2
Fannie Mae	09-20	© 2020 Fannie Mae

Exhibit 10.24

Prepared by, and after recording

return to:

Cassin & Cassin LLP

711 Third Avenue, 20th Floor

New York, New York 10017

Tax No(s).	128-01-01-004; 154-06-04-001;
	125-18-04-003; 125-18-05-001;
	125-18-05-011; 125-18-04-004;
	125-18-04-005; 069-06-02-014;
	126-10-03-001; 126-10-02-014;
	194-00-11-001; 194-00-11-003;
	040-05-03-030; and 228-00-02-012
County:	Anderson

MULTIFAMILY MORTGAGE,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT

AND FIXTURE FILING

(SOUTH CAROLINA)

Anderson Portfolio

2101 Beaverdam Rd, Williamston, South Carolina 29697,

100 Green Cherry Rd, Anderson, South Carolina 29625,

6312 Highway 81 S, Starr, South Carolina 29684,

301 True Temper Rd, Anderson, South Carolina 29624,

813 Mayfield School Rd, Belton, South Carolina, 29627,

3323 Jerry Dr, Anderson, South Carolina 29624,

3301 Jerry Dr, Anderson, South Carolina 29624,

729 Greenville St, Pendleton, South Carolina 29670, and

1615 Middleton Rd, Anderson, South Carolina 29624

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

MULTIFAMILY MORTGAGE,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT

AND FIXTURE FILING

This MULTIFAMILY MORTGAGE, 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”) dated as of September 1, 2022, is executed by ANDERSON MHP LLC, a limited liability company organized and existing under the laws of South Carolina, as mortgagor (“Borrower”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as mortgagee (“Lender”).

Borrower, in consideration of (i) the loan in the original principal amount of $5,118,000.00 (the “Mortgage Loan”) evidenced by that certain Multifamily Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the order of Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), and (ii) that certain Multifamily Loan and Security 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”), 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), excluding the Environmental Indemnity Agreement (as defined in this Security Instrument), irrevocably and unconditionally mortgages, grants, assigns, remises, releases, warrants and conveys to and for the benefit of Lender the Mortgaged Property (as defined in this Security Instrument), including the real property located in the County of Anderson, State of South Carolina, and described in Exhibit A attached to this Security Instrument and incorporated 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 mortgage, grant, assign, remise, release, warrant and convey 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.

Borrower and Lender, by its acceptance hereof, each covenants and agrees as follows:

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 1

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:

“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 Agreement” means that certain Environmental Indemnity Agreement dated as of the date of this Security Instrument, executed by Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.

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

“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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 2

“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;

(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, 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 (other than the Environmental Indemnity Agreement and Guaranty), including 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 (other than the Environmental Indemnity Agreement), including amounts due as a result of any indemnification obligations, and any Enforcement Costs.

“Land” means the real property described in Exhibit A.

“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, or any portion of the Mortgaged Property (including proprietary leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions or renewals thereof.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 3

“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;

(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) Leases and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any of the Leases, and all Rents;

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 4

(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 Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or assessments payable by shareholders or residents;

(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; and

(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.

“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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 5

“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, including subsidy payments received from any sources, including payments under any “Housing Assistance Payments Contract” or other rental subsidy agreement (if any), parking fees, laundry and vending machine income and fees and charges for food, health care and other services provided at the Mortgaged Property, whether now due, past due, or to become due, and tenant security deposits.

“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. 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 after Borrower’s signature below which are the addresses from which information on the security interest may be obtained.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 6

(b) Borrower represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth after Borrower’s signature below, 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, mortgages, 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.

3. 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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 7

(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 Monthly Debt Service Payments 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 3(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 Mortgage Loan, or for such other purposes as Lender in its discretion may deem necessary or desirable.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 8

(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 3. 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 3 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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 9

(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 3, 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 the 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.

4. Protection of Lender’s Security.

If Borrower fails to perform any of its obligations under 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 Mortgage Loan, 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;

(d) paying any amounts required under any of the Loan Documents 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 the Default Rate from the date of disbursement until fully paid. The provisions of this Section 4 shall not be deemed to obligate or require Lender to incur any expense or take any action.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 10

5. 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 Mortgage Loan; (2) to foreclose this Security Instrument judicially; (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) In connection with any sale made under or by virtue of this Security Instrument, the whole of the Mortgaged Property may be sold in one (1) parcel as an entirety or in separate lots or parcels at the same or different times, all as Lender may determine in its sole discretion. Lender shall have the right to become the purchaser at any such sale. In the event of any such sale, the outstanding principal amount of the Mortgage Loan and the other Indebtedness, if not previously due, shall be and become immediately due and payable without demand or notice of any kind. If the Mortgaged Property is sold for an amount less than the amount outstanding under the Indebtedness, the deficiency shall be determined by the purchase price at the sale or sales. To the extent not prohibited by applicable law, Borrower waives all rights, claims, and defenses with respect to Lender’s ability to obtain a deficiency judgment.

(c) Borrower acknowledges and agrees that the proceeds of any sale shall be applied as determined by Lender unless otherwise required by applicable law.

(d) 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 5, 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 the Default Rate until paid.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 11

(e) Any action taken by Lender pursuant to the provisions of this Section 5 shall comply with the laws of the Property Jurisdiction. Such applicable laws shall take precedence over the provisions of this Section 5, 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.

6. 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.

7. Waiver of Redemption; Rights of Tenants.

(a) 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 the laws of the Property Jurisdiction;

(2) Borrower shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power 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; and

(3) if Borrower is a trust, Borrower represents that the provisions of this Section 7 (including the waiver of reinstatement and redemption rights) were made at the express direction of Borrower’s beneficiaries and the persons having the power of direction over Borrower, and are made on behalf of the trust estate of Borrower and all beneficiaries of Borrower, as well as all other persons mentioned above.

(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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 12

8. 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 at the end of this Security Instrument; and

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

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

(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 8.

(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 8.

9. 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.

10. Release.

Upon payment of the Indebtedness, this Security Instrument shall become null and void, and Lender shall release this Security Instrument. Borrower shall pay Lender’s reasonable costs incurred in releasing this Security Instrument, not to exceed the amount permitted by South Carolina law.

11. South Carolina State Specific Provisions.

The provisions of Schedule I attached hereto are incorporated herein by reference as if fully set forth in the body of this Security Instrument.

12. Governing Law; Consent to Jurisdiction and Venue.

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. Borrower agrees that any controversy arising under or in relation to this Security Instrument shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies that arise under or in relation to any security for the Indebtedness. 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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 13

13. 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.

(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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 14

(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.

14. 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.

15. 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.

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 15

ATTACHED EXHIBITS. The following Exhibits are attached to this Security Instrument and incorporated fully herein by reference:

☒	Schedule I	South Carolina State Specific Provisions (required)

☒	Schedule II	Certificate of Compliance and Statement of South Carolina Licensed Attorney (required)

☒	Exhibit A	Description of the Land (required)

☒	Exhibit B	Modifications to Security Instrument - (Cross-Default and Cross-Collateralization: Multi-Note)

☒	Exhibit C	Modifications to Security Instrument – (Borrower Projects)

☒	Exhibit D	Modifications to Security Instrument – (Manufactured Housing Community)

[Remainder of Page Intentionally Blank]

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page 16

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). Where applicable law so provides, Borrower intends that this Security Instrument shall be deemed to be signed and delivered as a sealed instrument.

Witnesses:		BORROWER:

		ANDERSON MHP LLC, a
/s/ John P Gee		South Carolina limited liability company
Print Name:	John P Gee
		By:	Manufactured Housing Properties Inc., a
/s/ Susana Gee			Nevada corporation, its Sole Member
Print Name:	Susana Gee
			By:	/s/ John W. Wardlaw III	(SEAL)
			Name:	John W. Wardlaw III
			Title:	President

STATE OF North Carolina	)

	)SS.:

COUNTY OF Mecklenburg	)

I, the undersigned, a Notary Public of the State and County aforesaid, certify that John W. Wardlaw III, being personally known to me, personally came before me this day and acknowledged that he is the PRESIDENT of Manufactured Housing Properties Inc., a Nevada corporation, which is the SOLE MEMBER of ANDERSON MHP LLC, a South Carolina limited liability company, and that he, as PRESIDENT, being authorized to do so, voluntarily executed the foregoing in my presence on behalf of said limited liability company for the purposes stated therein.

Witness my hand and official stamp or seal, this the _26th_ day of July, 2022.

	/s/ Shanna Graham
	Notary Public

(Official Seal)	My Commission Expires: 12/13/2025

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page S-1

	The name, chief executive office and organizational identification number of Borrower (as Debtor under any applicable Uniform Commercial Code) are:
	Debtor Name/Record Owner:

	ANDERSON MHP LLC, a
	South Carolina limited liability company

	Debtor Chief Executive Office Address:

	c/o Manufactured Housing Properties Inc.
	136 Main Street
	Pineville, North Carolina 28134

	Debtor Organizational ID Number:	N/A

	The name and chief executive office of Lender (as Secured Party) are:
	Secured Party Name:

	KEYBANK NATIONAL ASSOCIATION,
	a national banking association

	Secured Party Chief Executive Office Address:

	127 Public Square, 8^th Floor
	Cleveland, Ohio 44114

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page S-2

SCHEDULE I

SOUTH CAROLINA STATE SPECIFIC PROVISIONS

(a) Notwithstanding any provision herein to the contrary, the maximum of all indebtedness outstanding at any one time secured hereby shall not exceed two hundred percent (200%) of the original principal amount of the Note, plus interest thereon, all charges and expenses of collection incurred by Lender (including, without limitation, court costs and reasonable attorneys’ fees), all sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums, and any other costs incurred to protect the security encumbered hereby or the lien of this Security Instrument and expenses incurred by Lender by reason of any default by Borrower under the terms of this Security Instrument, the Loan Agreement and the other Loan Documents.

(b) Borrower hereby acknowledges that this Security Instrument and all of the other Loan Documents were reviewed, and the Mortgage Loan closed, under the supervision of a licensed South Carolina Attorney.

(c) The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty (30) days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.

BORROWER:

ANDERSON MHP LLC, a
South Carolina limited liability company

By:	Manufactured Housing Properties Inc.,
	a Nevada corporation, its Sole Member

	By:	/s/ John W. Wardlaw III	(SEAL)
	Name:	John W. Wardlaw III
	Title:	President

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page Sch. I-1

SCHEDULE II

CERTIFICATE OF COMPLIANCE OF

SOUTH CAROLINA LICENSED ATTORNEY(S) and VERIFICATION BY MORTGAGOR(S)

TO:	_________________________________(“Title Company”)

RE:

Mortgage loan (the “Loan”) to be made by KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”), to ANDERSON MHP LLC, a South Carolina limited liability company, which Loan will be secured by a Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage”) encumbering the real property described on Exhibit A to the Mortgage (the “Loan Transaction”)

DATE:

______________, 2022

The Undersigned Attorney(s), who are each licensed by the State of South Carolina, do herein and hereby respectively certify, warrant, and attest that the following enumerated legal services have been respectively provided by one of more of the undersigned attorney(s) as evidenced below with and by the respective Attorney’s individually printed name, signature and SC Bar Number as to the respective legal services provided. This Certification is made for purposes of warranting and attesting to Lender, Investor and Title Company (if applicable) that all legal services performed and transactional aspects in connection with the Loan Transaction herein did not or will not involve any violation of the Unauthorized Practice of Law (“UPL”) laws or UPL rules of the State of South Carolina:

Loan Documents. The Loan documents related to the Loan Transaction governed by South Carolina law were or will be reviewed by the undersigned, who had or will have the opportunity to make corrections necessary to ensure their compliance with South Carolina law.


		Printed Name		Signature		SC Bar No.

Closing. The closing of the Loan Transaction was or will be conducted or supervised by the undersigned.


		Printed Name		Signature		SC Bar No.

Disbursement of Funds. The funds, if any, applicable to the Loan Transaction, were or will be disbursed by the undersigned or the disbursement process was or will be reviewed and approved by the undersigned.


		Printed Name		Signature		SC Bar No.

Title Search. The title search and the preparation of title reports and/or other documents related to the title for the Loan Transaction were undertaken or supervised by the undersigned.


		Printed Name		Signature		SC Bar No.

Recording of Documents. Document recording to complete the Loan Transaction was or will be completed or supervised by the undersigned.


		Printed Name		Signature		SC Bar No.

I, as Mortgagor for this Loan, attest and verify to Lender that to Mortgagor’s knowledge, Ballard Spahr LLP has engaged Baker, Donelson, Bearman, Caldwell & Berkowitz, PC to act as special South Carolina counsel to the Loan Transaction (as defined in the attached South Carolina Certificate of Compliance), which such engagement includes the loan closing services set forth in the attached South Carolina Certificate of Compliance. I further understand and agree that Lender, Investor, and Title Company and their successors and assigns shall be entitled to rely fully and completely on this attestation and verification by me/us in the funding of my mortgage loan transaction:

[Remainder of Page Intentionally Blank]

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page Sch. II-1

MORTGAGOR:

ANDERSON MHP LLC, a
South Carolina limited liability company

By:	Manufactured Housing Properties Inc., a
	Nevada corporation, its Sole Member

	By:	/s/ John W. Wardlaw III	(SEAL)
	Name:	John W. Wardlaw III
	Title:	President

Fannie Mae Multifamily Security Instrument
South Carolina

Form 6025.SC
06-19

Page Sch. II-2

EXHIBIT A

[DESCRIPTION OF THE LAND]

PARCEL 1 (SPRINGFIELD PARK):

ALL that certain piece, parcel or lot of land situate, lying and being in Varennes Township, Anderson County, South Carolina, in School District No. Three, being designated as Lot "A" on a plat of same prepared by J. R. McClure, RLS, dated May 28, 1970, of record in the aforesaid Clerk's Office in Plat Book 74 at Page 46. Said lot contains 0.87 acre, more or less and having the metes and bounds, courses and distances as upon said plat appear.

ALSO, ALL that certain piece, parcel, or lot of land lying and being in Varennes Township, Anderson County South Carolina, School District No. 3 containing 1.92 acres, more or less as shown on a plat prepared by Frank D. Thompson of record in Plat Book 48 at page 168.

ALSO, ALL that certain lot of land situate in Varennes Township, Anderson County, South Carolina containing 0.39 acres, more or less, being more fully shown on a plat by J. R. McClure RLS of record in Plat Book 80 at Page 672.

ALSO, ALL that certain piece, parcel or lot of land situate, lying and being in Varennes Township, Anderson County, South Carolina, in School District No. 3 being shown and designated as Lot "B" on a plat of same prepared by J. R. McClure, RLS dated May 28, 1970, of record in Plat Book 74 at page 46. Said lot contains 0.96 acre more or less.

ALSO, ALL that certain piece, parcel or lot of land containing 0.9 acres more or less in Varennes Township, County of Anderson, South Carolina in School District No. 3, as shown on a plat by Frank D. Thompson of record in Plat Book 48 at Page 167.

LESS AND EXCEPTING that portion of the land containing 0.127 acre, more or less, as conveyed by Horace Dean Hunter to The South Carolina Department of Highways and Public Transportation by deed dated May 13, 1988 and recorded June 3, 1988 in Record Book 732 at Page 229 and by deed dated May 13, 1988 and recorded September 28, 1988 in Record Book 732 at Page 206.

Tax Map Number: 128-01-01-004

PARCEL 2 (MIDDLETON PARK):

All that certain piece, parcel or lot of land, with all improvements thereon, situate, lying and being in the State of South Carolina, County of Anderson, Varennes Township and in School District Number Three, containing 5.74 acres, more or less, as shown on plat of Farmer and Simpson, Engineers, dated April 4, 1970, of record in the Office of the Clerk of Court for Anderson County, South Carolina, in Plat Book 73 at Page 241, and being more particularly described as follows: BEGINNING at a corner in the intersection of Middleton Road and S. C. Highway 200, said corner of tract herein described, and running thence along S. C. Highway 200, said corner of tract herein described, and running thence along S.C. Highway 200 South 14-34 West 208.6 feet to corner; thence continuing along said Highway South 13-51 West 519.8 feet to corner at the intersection of S. C. Highway 200 and a paved raod; thence along the Northeastern side of said paved road North 36-00 West 927.3 feet to corner in Middleton Road; thence along Middleton Road South 84-07 East 530.8 feet to corner; thence continuing along Middleton Road North 86-45 East 192.7 feet to the beginning corner; being bound on the North by Middleton Road; on the East by S. C. Highway 200 and on the Southwest by the aforesaid paved road.

Tax Map Number: 154-06-04-001

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 1
Fannie Mae	12-12	© 2012 Fannie Mae

PARCEL 3 (ROOSEVELT PARK):

All that certain piece, parcel or lot of land situate, lying and being in Varennes Township, School District Number Five, County of Anderson, State of South Carolina containing Three Hundred Thirty-Five One-thousandths (0.335) of an acre, more or less, and being more particularly shown and designated on a plat made by Morgan & Applewhite Engineers Associates, dated July 5, 1976, which is of record in the office of the Clerk of Court for Anderson County. South Carolina in Plat Book 81 at page 480, which plat is hereby incorporated for a more particular description.

ALSO, all that certain lot or parcel of land, with improvements thereon, situate in Varennes Township in the County of Anderson, State of South Carolina, and in School District Five, identified as Lot Numbers One (1), Two (2), Three (3) and Four (4) on a plat prepared by D. F. Chalker dated October 21, 1966, and recorded in the Clerk’s office for Anderson County in Plat Book 64, at Page 57, which plat is hereby incorporated for a more particular description.

Tax Map Numbers: 125-18-04-003 and 125-18-05-001

PARCEL 4 (ELROD PARK):

Tract 1:

ALL those seven (7) certain lots of land situate, lying and being in Varennes Township, County of Anderson, State of South Carolina, and in School district Number Five, being known and designated as Lots Nos. 1, 2, 3, 4, 5, 6 and 7 on plat of Frank D. Thompson dated July 1, 1960, of record in the Office of the Clerk of Court for Anderson County, South Carolina, in Deed Book 15-Y at Page 535, said lots being bounded generally on the North by lands now or formerly of Mrs. Willie Mae Pappas, on the East by lands now or formerly of M. D. Pike, on the south by a road, and on the West by lands now or formerly of Frank Simmons.

Tract 2:

ALL that certain piece, parcel or lot of land situate, lying and being in Varennes Township, County of Anderson, State of South Carolina, and in School District Number Five, being shown and designated as Lot Number Five (5) on plat of D. F. Chalker, Surveyor, dated October 21, 1966, of record in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Book 69 at Page 70, said lot fronting to the East along a dirt road as shown on said plat for a distance of 82 feet and running back therefrom between parallel lines in a Westerly direction to a uniform depth of 115 feet and having a width in the rear of 82 feet; being bounded on the North by Lot Number Four (4) of said plat, on the East by the aforesaid Road, and on the South by Lot Number Six (6) of said plat.

ALSO, all that certain piece, parcel or lot of land situate, lying and being in Varennes Township, County of Anderson, State of South Carolina, and in School District Number Five, being known and designated as Lot Number Six (6) on plat by D. F. Chalker, Registered Land Surveyor, dated October 21, 1966, of record in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Book 64 at page 57, the metes and bounds, courses and distances as upon said plat appear being incorporated herein by reference thereto. Said lot being bounded on the North by Lot Number Five (5) as shown on said plat, on the East by right-of-way for dirt road as shown on said plat, and on the South by Lot Number Seven (7) as shown on said plat.

Tax Map Numbers: 125-18-05-011, 125-18-04-004 and 125-18-04-005

PARCEL 5 (WESTSIDE PARK):

All those certain pieces, parcels and lots of land situate, lying and being in Centerville Township, County of Anderson, State of South Carolina, and in School District Number 5, being shown and designated as Lots Numbered 59, 60, 61, 62, 70, and 71 of Block B, Cherry Knoll Subdivision on a survey prepared by Alvin Freeman, Reg. L.S., duly recorded in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Book 71 at upon said plat appear. For a complete and accurate description of the lots herein conveyed, reference is invited to the recorded plat, and the descriptions contained thereon are incorporated herein by reference.

Tax Map Number: 069-06-02-014

PARCEL 6 (SUNRISE PARK):

Tract 1:

ALL that certain piece, parcel, or tract of land lying situate and being in Varennes Township, County of Anderson, State of South Carolina, containing Eight and thirty one hundredths (8.30) acres, more or less, and being more fully shown on a plat made by Farmer and Simpson, Engineers, dated January 20, 1977 and recorded in the Office of the Clerk of Court for Anderson County, South Carolina, in Plat Book 82 at Page 97, and having the metes and bounds and courses and distances as by reference to said plat will more fully appear, and being more particularly described as follows: BEING bound on the North by lands of Frank Hall; on the East by lands of George Drake; on the South by S.C. Road S-4-259; and on the West by other lands of Jim Drake.

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 2
Fannie Mae	12-12	© 2012 Fannie Mae

Tract 2:

All that certain piece, parcel or lot of land, containing 2.17 acres, more or less and shown on a plat prepared for Alice D. Outen by Joseph A. Nehme, RLS #10507, March 28, 1998, and filed herewith in Book 1081, Page 1-B. For a more accurate description, refer to the above referenced plat.

Together with a 1998 Redman Mobile Home, Serial Number 11432533, 24 x 48, which is permanently affixed to the Real Property so as to constitute a part of the Real Estate, intended to be real property for all purposes, and it is the intention of the parties that the mobile home is also conveyed herewith.

Tax Map Numbers: 126-10-03-001 and 126-10-02-014

PARCEL 7 (BEAVERDAM PARK):

Tract 1:

All that certain piece, parcel or lot of land, with all improvements situated thereon, lying and being in Williamston Township, School District Number One (1), Anderson County, South Carolina, containing 14.85 acres, more or less, and being more particularly described on the certain plat prepared by Robert E. Spearman, SCRLS #3615, dated March 5, 1981 and recorded in the Clerk of Court’s Office for Anderson County, South Carolina in Plat Book 87 at Page 962; the metes and bounds, courses and distances as upon said plat appear being incorporated herein by reference thereto as if fully set out.

LESS AND EXCEPTING THEREFROM, HOWEVER, ALL that certain piece, parcel or lot of land situate, lying and being in Williamston Township, School District Number One (1), Anderson County, South Carolina, containing 0.37 acres, more or less, and being more particularly described on the certain plat prepared by Thomas E. Walls, SCRLS #9324, dated December 28, 1998 and recorded in the Clerk of Court’s Office for Anderson County, South Carolina in Plat Slide 970 at Page 10-A; the metes and bounds, courses and distances as upon said plat appear being incorporated herein by reference thereto as if fully set out. Said lot is bounded on the Northeast by Beaverdam Road on the South by Ross, and on the West by Lee, all according to said plat.

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 3
Fannie Mae	12-12	© 2012 Fannie Mae

Tract 2:

All that certain piece, parcel, or tract of land situate, lying, and being in the State of South Carolina, County of Anderson, Williamston Township, School District No. 1, containing 0.37 of an acre, as more particularly shown on plat prepared by Thomas E. Walls, RLS #9324, dated December 28, 1998, of record in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Book/Slide 976 at Page 10-A, and having the metes and bounds, courses and distances as upon said plat appear; being bound according to said plat on the Northeast by Beaverdam Road, on the South by Ross, and on the West by Lee.

Tax Map Numbers: 194-00-11-001 and 194-00-11-003

PARCEL 8 (PENDLETON PARK):

All that certain piece, parcel, or lot of land situate, lying, and being in the State of South Carolina, County of Anderson, Town of Pendleton, containing 5.62 acres, more or less, and being shown on a plat of survey for Joseph W. Pearson made by John F. Tinsley, PLS, from a survey made December 12, 2007, and recorded in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Slide 1760 at Page 7, and having the metes and bounds, courses and distances as upon said plat appear and being incorporated herein by reference thereto.

ALSO, All that certain piece, parcel, or lot of land situate, lying, and being in the State of South Carolina, County of Anderson, Town of Pendleton, containing 0.53 of an acre, more or less, and being shown on a plat prepared by John F. Tinsley, PLS No. 16824 dated December 12, 2007, of record in the Office of the Register of Deeds for Anderson County, South Carolina, in Plat Slide 2206 at Page 5, and having the metes and bounds, courses and distances as upon said plat appear and being incorporated herein by reference thereto.

Tax Map Number: 040-05-03-030

PARCEL 9 (MAYFIELD PARK):

ALL that certain piece, parcel or tract of land, lying and situate in the State of South Carolina, County of Anderson, School District Number 2, Broadway Township, being better shown and designated as Tract 3, containing 4.27 acres, more or less, as shown upon a plat prepared by Anderson Surveying Associates, Inc., dated October 15, 1985 of record in the R.M.C. Office for Anderson County, South Carolina, in Plat Book 94 at Page 306, having the metes and bounds, courses and distances as upon said plat appear. For a more accurate and detailed description as to the metes and bounds, courses and distances reference is invited to the heretofore referenced plat which is incorporated herein and made a part hereof.

Tax Map Number: 228-00-02-012

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 4
Fannie Mae	12-12	© 2012 Fannie Mae

EXHIBIT B

MODIFICATIONS TO SECURITY INSTRUMENT

(Cross-Default and Cross-Collateralization: Multi-Note)

The foregoing Security Instrument is hereby modified as follows:

1. Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Security Instrument.

2. Section 1 of the Security Instrument (Defined Terms) is hereby amended by amending and restating the following definitions:

“Indebtedness” means the principal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument and any other Loan Document (other than the Environmental Indemnity Agreement and Guaranty), the Other Security Instrument, and any Other Loan Document (other than the Environmental Indemnity Agreement for the Other Loan and the Guaranty for the Other Loan), including 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 (other than the Environmental Indemnity Agreement) and the Other Security Instrument, any and any Other Loan Document (other than the Environmental Indemnity Agreement for the Other Loan) including amounts due as a result of any indemnification obligations, and any Enforcement Costs.

3. Section 1 of the Security Instrument (Defined Terms) is hereby amended by adding the following new definitions in the appropriate alphabetical order:

“Borrower Projects” means all of the properties owned by Borrower or Borrower Affiliate as described on Exhibit C, attached hereto, together with the Mortgaged Property, that secure the Indebtedness and each Other Loan.

“Other Loan” means, individually and collectively, each additional loan extended from Lender to Borrower or Borrower Affiliate, as described on Exhibit C, attached hereto.

“Other Loan Documents” means each Other Security Instrument and any other loan documents, including any loan agreement or note evidencing any Other Loan.

“Other Security Instrument” means, individually and collectively, each multifamily mortgage, deed of trust or deed to secure debt encumbering each of the Borrower Projects (other than the Mortgaged Property) securing each Other Loan.

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 1
Fannie Mae	12-12	© 2012 Fannie Mae

4. The first full paragraph of the Security Instrument is revised to delete clause (i) and restate it as follows:

(i) the loan in the original principal amount of $5,118,000.00 (the “Mortgage Loan”) evidenced by that certain Multifamily Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the order of Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”) and the Other Loan in the aggregate principal amount of $56,882,000.00 as evidenced by the Other Loan Documents;

5. The following section is hereby added to the Security Instrument as Section 17 (Cross-Default and Cross-Collateralization):

17. Cross-Default and Cross-Collateralization.

(a) Cross-Default.

Borrower hereby agrees and consents that the occurrence of an “Event of Default” (as defined in each Other Security Instrument) shall be an Event of Default under the Loan Agreement.

(b) Cross-Collateralization; Remedies Against Other Collateral.

Borrower hereby agrees and consents that the Indebtedness and each of the Other Loans are and shall be collateralized and secured by the lien of this Security Instrument on the Mortgaged Property and by the liens of each Other Security Instrument on each of the Borrower Projects. Borrower further agrees that the Mortgaged Property shall secure both the Indebtedness of the Borrower and the obligations of Borrower or any Borrower Affiliate pursuant to each Other Loan and the Other Loan Documents.

Borrower hereby acknowledges that the Indebtedness is also secured by liens on collateral which may be located in jurisdictions other than the Property Jurisdiction. Borrower further agrees and consents that upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, in its sole and absolute discretion, to exercise any and all rights and remedies in and under any of the Loan Documents, including the right to proceed, at the same or at different times, to foreclose any or all liens against such collateral (or sell such collateral under power of sale) in accordance with the terms of this Security Instrument or any other Security Instrument, by any proceedings appropriate in the jurisdictions where such collateral is located, and that no enforcement action taking place in any jurisdiction shall preclude or bar enforcement in any other jurisdiction. Any Foreclosure Event brought in any jurisdiction in which collateral is located may be brought and prosecuted as to any part of such collateral without regard to the fact that a Foreclosure Event has not been instituted elsewhere on any other part of the collateral for the Indebtedness. No notice, except as may be expressly required by the Loan Documents or by applicable law, shall be required to be given to Borrower in connection with (a) the occurrence of such Event of Default, or (b) Lender’s exercise of any and all of its rights or remedies after the occurrence of such Event of Default.

Modifications to Security Instrument (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6305	Page 2
Fannie Mae	12-12	© 2012 Fannie Mae

EXHIBIT C

MODIFICATIONS TO MULTIFAMILY SECURITY INSTRUMENT

(Cross-Default and Cross-Collateralization: Multi-Note)

Borrower Projects

Related Property Name	Related Property Location	Related Loan Amount
ARC Portfolio	4216 Augusta Rd Lexington, South Carolina 29073 100 Hidden Valley Dr Lexington, South Carolina 29073 300 Cardinal Dr Lexington, South Carolina 29073 305 Hermitage Rd Lexington, South Carolina 29072 2700 Oakwood Dr West Columbia, South Carolina 29169	$3,687,000.00
Asheboro Portfolio	1802 Grantville Ln Asheboro, North Carolina 27205 3855 Mechanic Rd Asheboro, North Carolina 27205	$1,374,000.00
Azalea	400 Andrew Cir Gastonia, North Carolina 28056	$1,830,000.00
B&D (Chester Grove)	2706 Dove Ln Chester, South Carolina 29706	$2,887,000.00
Capital View	4540 Hwy 321 Gaston, South Carolina 29053	$829,000.00
Chatham Pines	71 Barn Dr Chapel Hill, North Carolina 27517	$2,263,000.00
Pines at Lancaster (fka Countryside)	1305 McIlwain Rd Lancaster, South Carolina 29720	$4,343,000.00
Crestview	2 Leisure Ln East Flat Rock, North Carolina 28726	$4,625,000.00
Dixie	811 West Gold St Kings Mountain, North Carolina 28086	$485,000.00
Driftwood	2333 Belmeade Dr Charlotte, North Carolina 28214	$274,000.00
Evergreen	1009 Rainier Way Dandridge, Tennessee 37725	$2,604,000.00
Golden Isles	145 Emanuel Farm Rd Brunswick, Georgia 31525	$1,987,000.00

Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page 1
Fannie Mae	04-22	© 2022 Fannie Mae

Hidden Acres	101 Hidden Acres Ln West Columbia, South Carolina 29172	$764,000.00
Holly Faye	100 Brian Cir Gastonia, North Carolina 28056	$1,608,000.00
Hunt Club	7201 Hunt Club Rd Columbia, South Carolina 29223	$2,756,000.00
Lakeview	8332 Fairforest Rd Spartanburg, South Carolina 29303	$3,229,000.00
Maple Hills	14 Maple View Dr Mills River, North Carolina 28759	$2,570,000.00
Idlewild Acres MHP (fka Morganton)	3265 Idlewild Dr Morganton, North Carolina 28655	$1,352,000.00
North Raleigh Portfolio	73 Thompson Cir Youngsville, North Carolina 27596 3675 Bruce Garner Rd Franklinton, North Carolina 27525 8 Dogwood Dr Franklinton, North Carolina 27525 3579 Goose Run Oxford, North Carolina 27565 264 Holding Young Rd Youngsville, North Carolina 27596	$5,279,000.00
Pecan Grove	5800 Orr Rd Charlotte, North Carolina 28213	$4,489,000.00
Springlake	104 S Cambridge Dr Centerville, Georgia 31028	$6,590,000.00
Sunnyland	140 Bermuda Dr Byron, Georgia 31008	$1,057,000.00

Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page 2
Fannie Mae	04-22	© 2022 Fannie Mae

EXHIBIT D

MODIFICATIONS TO SECURITY INSTRUMENT

(Manufactured Housing Community)

The foregoing Security Instrument is hereby modified as follows:

1. Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Security Instrument.

2. Section 1 of the Security Instrument (Defined Terms) is hereby amended by adding the following new definitions in the appropriate alphabetical order:

“Borrower-Owned Homes” means, individually and collectively, any tenant-occupied Manufactured Homes located on the Mortgaged Property that are now or hereafter owned by Borrower.

“Manufactured Home” means a “manufactured home,” as that term is defined in the National Manufactured Home Standards, and any related fixtures and personal property.

“MH Site” means a lot on the Mortgaged Property leased or anticipated to be leased to a Homeowner or tenant in possession of a Manufactured Home.

“National Manufactured Home Standards” means the standards for Manufactured Homes set forth in (a) the National Manufactured Home Construction and Safety Standards Act of 1974 (42 U.S.C. 5401 et seq.), as amended, and (b) 24 C.F.R. Part 3280 - Manufactured Home Construction and Safety Standards, as amended.

“Site” means an MH Site or a lot on the Mortgaged Property leased or anticipated to be leased to an owner of or tenant in possession of a recreational vehicle.

“Site-Built Homes” means, individually and collectively, improvements, which include, but are not limited to, any (i) tenant occupied modular home, stick-built home, or duplex, or (ii) unoccupied site-built shed, as applicable, located on the Mortgaged Property that are now or hereafter owned by Borrower but which may not be sold, and as set forth on Schedule 1 attached hereto.

3. Section 1 of the Security Instrument (Defined Terms) is hereby amended by deleting and restating in its entirety the definition of “Improvements” to read as follows:

“Improvements” means the buildings, structures, improvements, Sites, Dwelling Units, 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.

4. Section 1 of the Security Instrument (Defined Terms) is hereby amended by adding the following subsection to the end of the definition of “Mortgaged Property”:

(q) all Borrower-Owned Homes and Site-Built Homes, if any.

5. Section 2(a) of the Security Instrument (Security Agreement; Fixture Filing) is hereby amended in its entirety to read as follows:

(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 and all other Personalty (to the extent such Personalty is not deemed 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 after Borrower’s signature below which are the addresses from which information on the security interest may be obtained.

[Remainder of Page Intentionally Blank]

Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page 1
Fannie Mae	04-22	© 2022 Fannie Mae

SCHEDULE 1

Site Build Homes

Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page Sch. 1-1
South Carolina	06-19	© 2019 Fannie Mae

Exhibit 10.25

GUARANTY OF NON-RECOURSE OBLIGATIONS

This GUARANTY OF NON-RECOURSE OBLIGATIONS (this “Guaranty”), dated as of September 1, 2022, is executed by the undersigned (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

RECITALS:

A. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the date hereof, by and between ANDERSON MHP LLC, a South Carolina limited liability company (“Borrower”) and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender is making a loan to Borrower in the original principal amount of FIVE MILLION ONE HUNDRED EIGHTEEN THOUSAND AND NO/100 DOLLARS ($5,118,000.00) (the “Mortgage Loan”), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and made payable to the order of Lender in the amount of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”).

B. The Note will be secured by, among other things, a Security Instrument (as defined in the Loan Agreement) encumbering the real property described in the Security Instrument (the “Property”).

C. Guarantor has an economic interest in Borrower or will otherwise obtain a material financial benefit from the Mortgage Loan.

D. As a condition to making the Mortgage Loan to Borrower, Lender requires that Guarantor execute this Guaranty.

NOW, THEREFORE, in order to induce Lender to make the Mortgage Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:

AGREEMENTS:

1. Recitals.

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

2. Defined Terms.

Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.

Guaranty of Non-Recourse Obligations	Form 6015	Page 1
Fannie Mae	09-20	© 2020 Fannie Mae

3. Guaranteed Obligations.

Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of:

(a) all amounts, obligations and liabilities owed to Lender under Article 3 (Personal Liability) of the Loan Agreement (including the payment and performance of all indemnity obligations of Borrower described in Section 3.03 (Personal Liability for Indemnity Obligations) of the Loan Agreement and including all of Borrower’s obligations under the Environmental Indemnity Agreement); and

(b) all costs and expenses, including reasonable fees and out-of-pocket expenses of attorneys and expert witnesses, incurred by Lender in enforcing its rights under this Guaranty.

4. Survival of Guaranteed Obligations.

The obligations of Guarantor under this Guaranty shall survive any Foreclosure Event, and any recorded release or reconveyance of the Security Instrument or any release of any other security for any of the Indebtedness.

5. Guaranty of Payment; Community Property.

Guarantor’s obligations under this Guaranty constitute a present and unconditional guaranty of payment and not merely a guaranty of collection. If Guarantor (or any Guarantor, if more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse is a community property jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees that Lender may satisfy Guarantor’s obligations under this Guaranty to the extent of all Guarantor’s separate property and Guarantor’s interest in any community property.

6. Obligations Unsecured; Cross-Default.

The obligations of Guarantor under this Guaranty shall not be secured by the Security Instrument or the Loan Agreement. However, a default under this Guaranty shall be an Event of Default under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be able to exercise all of its rights and remedies under the Loan Agreement and the other Loan Documents.

7. Continuing Guaranty.

The obligations of Guarantor under this Guaranty shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any provision of this Guaranty, the Note, the Loan Agreement, the Security Instrument or any other Loan Document. Guarantor agrees that performance of the obligations hereunder shall be a primary obligation, shall not be subject to any counterclaim, set-off, recoupment, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including:

(a) any furnishing, exchange, substitution or release of any collateral securing repayment of the Mortgage Loan, or any failure to perfect any lien in such collateral;

Guaranty of Non-Recourse Obligations	Form 6015	Page 2
Fannie Mae	09-20	© 2020 Fannie Mae

(b) any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the obligations hereunder or Lender to conform or comply with any term of any of the Loan Documents or failure of Lender to give notice of any Event of Default;

(c) any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred upon it in any of the Loan Documents, or any other action or inaction on the part of Lender;

(d) any Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or similar events or proceedings with respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective property or creditors or any action taken by any trustee or receiver or by any court in such proceeding;

(e) any merger or consolidation of Borrower into or with any entity or any sale, lease or Transfer of any asset of Borrower, Guarantor or any other guarantor of the obligations hereunder to any other Person;

(f) any change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of the obligations hereunder, or any termination of such relationship;

(g) any release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the obligations hereunder, or any obligation or agreement contained in any of the Loan Documents; or

(h) any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing, and whether seen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.

8. Guarantor Waivers.

Guarantor hereby waives:

(a) the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty (and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor);

(b) the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors;

(c) diligence in collecting the Indebtedness, presentment, demand for payment, protest and all notices with respect to the Loan Documents and this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest and notice of the incurring by Borrower of any obligation or indebtedness; and

Guaranty of Non-Recourse Obligations	Form 6015	Page 3
Fannie Mae	09-20	© 2020 Fannie Mae

(d) all rights to require Lender to:

(1) proceed against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness;

(2) proceed against or pursue any remedy it may now or hereafter have against Borrower or any guarantor, or, if Borrower or any guarantor is a partnership, any general partner of Borrower or general partner of any guarantor; or

(3) demand or require collateral security from Borrower, any other guarantor or any other Person as provided by applicable law or otherwise.

9. No Effect Upon Obligations.

At any time or from time to time and any number of times, without notice to Guarantor and without releasing, discharging or affecting the liability of Guarantor:

(a) the time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole or in part;

(b) the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(c) the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;

(d) the maturity of the Indebtedness may be accelerated as provided in the Loan Documents;

(e) any or all payments due under the Loan Agreement or any other Loan Document may be reduced;

(f) any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(g) any amounts under the Loan Agreement or any other Loan Document may be released;

(h) any security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness;

Guaranty of Non-Recourse Obligations	Form 6015	Page 4
Fannie Mae	09-20	© 2020 Fannie Mae

(i) the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of any other present or future creditor of Borrower;

(j) any payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion; and

(k) any other terms of the Loan Documents may be modified as required by Lender.

10. Joint and Several (or Solidary) Liability.

If more than one Person executes this Guaranty as Guarantor, such Persons shall be liable for the obligations hereunder on a joint and several (solidary instead for purposes of Louisiana law) basis. Lender, in its discretion, may:

(a) to the extent permitted by applicable law, bring suit against Guarantor, or any one or more of the Persons constituting Guarantor, and any other guarantor, jointly and severally (solidarily instead for purposes of Louisiana law), or against any one or more of them;

(b) compromise or settle with any one or more of the Persons constituting Guarantor, or any other guarantor, for such consideration as Lender may deem proper;

(c) discharge or release one or more of the Persons constituting Guarantor, or any other guarantor, from liability or agree not to sue such Person; and

(d) otherwise deal with Guarantor and any guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.

Nothing contained in this Section 10 shall in any way affect or impair the rights or obligations of Guarantor with respect to any other guarantor.

11. Subordination of Affiliated Debt.

Any indebtedness of Borrower held by Guarantor now or in the future is and shall be subordinated to the Indebtedness and any such indebtedness of Borrower shall be collected, enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

12. Subrogation.

Guarantor shall have no right of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any payment by Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any contract or statute, until the Indebtedness has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.

Guaranty of Non-Recourse Obligations	Form 6015	Page 5
Fannie Mae	09-20	© 2020 Fannie Mae

13. Voidable Transfer.

If any payment by Borrower is held to constitute a preference under any Insolvency Laws or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty. It is the intention of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. If any payment by any Guarantor should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the obligations guaranteed hereunder shall automatically be revived, reinstated and restored by the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses and legal fees incurred by Lender in connection therewith, and shall exist as though such Voidable Transfer had never been made, and any other guarantor, if any, shall remain liable for such obligations in full.

14. Credit Report/Credit Score.

Guarantor acknowledges and agrees that Lender is authorized, no more frequently than once in any twelve (12) month period, to obtain a credit report (if applicable) on Guarantor, the cost of which shall be paid for by Guarantor. Guarantor acknowledges and agrees that Lender is authorized to obtain a Credit Score (if applicable) for Guarantor at any time at Lender’s expense.

15. Financial Reporting.

Guarantor shall deliver to Lender such Guarantor financial statements as required by Section 8.02 (Books and Records; Financial Reporting – Covenants) of the Loan Agreement.

16. Further Assurances.

Guarantor acknowledges that Lender (including its successors and assigns) may sell or transfer the Mortgage Loan, or any interest in the Mortgage Loan.

(a) Guarantor shall, subject to Section 16(b) below:

(1) do anything necessary to comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s and Guarantor’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to enable:

(A) Lender to sell the Mortgage Loan to such Investor;

(B) Lender to obtain a refund of any commitment fee from any such Investor; or

Guaranty of Non-Recourse Obligations	Form 6015	Page 6
Fannie Mae	09-20	© 2020 Fannie Mae

(2) confirm that Guarantor is not in default under this Guaranty or in observing any of the covenants or agreements contained in this Guaranty (or, if Guarantor is in default, describing such default in reasonable detail); and

(3) execute and deliver to Lender or any Investor such other documentation, including any amendments, corrections, deletions or additions to this Guaranty as is reasonably required by Lender or such Investor.

(b) Nothing in this Section 16 shall require Guarantor to do any further act that has the effect of:

(1) changing the essential economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;

(2) imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower and Lender; or

(3) materially changing the rights and obligations of Borrower or Guarantor under the commitment letter.

17. Successors and Assigns.

Lender may assign its rights under this Guaranty in whole or in part and, upon any such assignment, all the terms and provisions of this Guaranty shall inure to the benefit of such assignee to the extent so assigned. Guarantor may not assign its rights, duties or obligations under this Guaranty, in whole or in part, without Lender’s prior written consent and any such assignment shall be deemed void ab initio. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties.

18. Final Agreement.

Guarantor acknowledges receipt of a copy of each of the Loan Documents and this Guaranty. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Guaranty. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in that agreement.

Guaranty of Non-Recourse Obligations	Form 6015	Page 7
Fannie Mae	09-20	© 2020 Fannie Mae

19. Governing Law.

This Guaranty shall be governed by and construed in accordance with the substantive law of the Property Jurisdiction without regard to the application of choice of law principles that would result in the application of the laws of another jurisdiction.

20. Property Jurisdiction.

Guarantor agrees that any controversy arising under or in relation to this Guaranty shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Guaranty or any other Loan Document with respect to the subject matter hereof. Guarantor 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.

21. Time is of the Essence.

Guarantor agrees that, with respect to each and every obligation and covenant contained in this Guaranty, time is of the essence.

22. No Reliance.

Guarantor acknowledges, represents and warrants that:

(a) it understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents;

(b) it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c) it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property or of the assets of Guarantor;

(d) it has had the opportunity to consult counsel; and

(e) it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Guaranty or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting, entering into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.

23. Notices.

Guarantor agrees to notify Lender of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs. All notices under this Guaranty shall be:

(a) in writing and shall be

(1) delivered, in person;

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

(3) sent by overnight courier; or

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

Guaranty of Non-Recourse Obligations	Form 6015	Page 8
Fannie Mae	09-20	© 2020 Fannie Mae

(b) addressed to the intended recipient at the notice addresses provided under the signature block at the end of this Guaranty; and

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

(2) 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.

24. Construction.

(a) Any reference in this Guaranty 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 Guaranty or to a Section or Article of this Guaranty.

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

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

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

(f) Unless otherwise provided in this Guaranty, 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.

(g) All references in this Guaranty 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.

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

25. WAIVER OF JURY TRIAL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR AND LENDER (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR ANY LOAN DOCUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR 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 GUARANTOR AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

26. Schedules.

The schedules, if any, attached to this Guaranty are incorporated fully into this Guaranty by this reference and each constitutes a substantive part of this Guaranty.

ATTACHED SCHEDULE. The following Schedule is attached to this Guaranty:

☒ Schedule 1 Modifications to Guaranty

[Remainder of Page Intentionally Blank]

Guaranty of Non-Recourse Obligations	Form 6015	Page 9
Fannie Mae	09-20	© 2020 Fannie Mae

IN WITNESS WHEREOF, Guarantor has signed and delivered this Guaranty under seal (where applicable) or has caused this Guaranty to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Guarantor intends that this Guaranty shall be deemed to be signed and delivered as a sealed instrument.

	GUARANTOR:

	/s/ Raymond M. Gee	(SEAL)
	RAYMOND M. GEE

	Address for Notices to Guarantor:

	136 Main Street
	Pineville, North Carolina 28134

	Email address: johngee@mhproperties.com

Guaranty of Non-Recourse Obligations	Form 6015	Page S-1
Fannie Mae	09-20	© 2020 Fannie Mae

GUARANTOR:

MANUFACTURED HOUSING PROPERTIES INC., a Nevada corporation

By:	/s/ John W. Wardlaw III	(SEAL)
Name:	John W. Wardlaw III
Title:	President

Address for Notices to Guarantor:

136 Main Street
Pineville, North Carolina 28134

Email address: jay@mhproperties.com

Guaranty of Non-Recourse Obligations	Form 6015	Page S-2
Fannie Mae	09-20	© 2020 Fannie Mae

SCHEDULE 1 TO

GUARANTY OF NON-RECOURSE OBLIGATIONS

State-Specific Provisions

1. Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Guaranty to which this Schedule is attached.

2. The additional provision(s) set forth below shall also apply and are incorporated into the Guaranty:

SOUTH

CAROLINA:

The following provision is hereby added to the end of the Guaranty as Section 27:

27. South Carolina State Specific Provision.

The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty (30) days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.

	GUARANTOR:

	/s/ Raymond M. Gee	(SEAL)
	RAYMOND M. GEE

Guaranty of Non-Recourse Obligations	Form 6015	Page Sch. 1-1
Fannie Mae	09-20	© 2020 Fannie Mae

GUARANTOR:

MANUFACTURED HOUSING PROPERTIES INC.,
a Nevada corporation

By:	/s/ John W. Wardlaw III	(SEAL)
Name:	John W. Wardlaw III
Title:	President

Guaranty of Non-Recourse Obligations	Form 6015	Page Sch. 1-2
Fannie Mae	09-20	© 2020 Fannie Mae

Exhibit 10.26

MULTIFAMILY LOAN AND SECURITY AGREEMENT

(NON-RECOURSE)

BY AND BETWEEN

ARC MHP LLC, a
South Carolina limited liability company

AND

KEYBANK NATIONAL ASSOCIATION, a
national banking association

DATED AS OF

SEPTEMBER 1, 2022

TABLE OF CONTENTS

Article 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS		1

Section 1.01	Defined Terms	1
Section 1.02	Schedules, Exhibits, and Attachments Incorporated	1

Article 2 - GENERAL MORTGAGE LOAN TERMS		2

Section 2.01	Mortgage Loan Origination and Security	2
(a)	Making of Mortgage Loan	2
(b)	Security for Mortgage Loan	2
(c)	Protective Advances	2
Section 2.02	Payments on Mortgage Loan	2
(a)	Debt Service Payments	2
(b)	Capitalization of Accrued But Unpaid Interest	3
(c)	Late Charges	4
(d)	Default Rate	4
(e)	Address for Payments	5
(f)	Application of Payments	5
Section 2.03	Lockout/Prepayment	6
(a)	Prepayment; Prepayment Lockout; Prepayment Premium	6
(b)	Voluntary Prepayment in Full	6
(c)	Acceleration of Mortgage Loan	7
(d)	Application of Collateral	7
(e)	Casualty and Condemnation	7
(f)	No Effect on Payment Obligations	8
(g)	Loss Resulting from Prepayment	8

Article 3 - PERSONAL LIABILITY		8

Section 3.01	Non-Recourse Mortgage Loan; Exceptions	8
Section 3.02	Personal Liability of Borrower (Exceptions to Non-Recourse Provision)	9
(a)	Personal Liability Based on Lender’s Loss	9
(b)	Full Personal Liability for Mortgage Loan	10
Section 3.03	Personal Liability for Indemnity Obligations	11
Section 3.04	Lender’s Right to Forego Rights Against Mortgaged Property	11

Article 4 - BORROWER STATUS		12

Section 4.01	Representations and Warranties	12
(a)	Due Organization and Qualification; Organizational Agreements	12
(b)	Location	12
(c)	Power and Authority	13
(d)	Due Authorization	13
(e)	Valid and Binding Obligations	13
(f)	Effect of Mortgage Loan on Borrower’s Financial Condition	13
(g)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	14
(h)	Borrower Single Asset Status	14
(i)	No Bankruptcies or Judgments	16
(j)	No Actions or Litigation	16
(k)	Payment of Taxes, Assessments, and Other Charges	17

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page i
Fannie Mae	07-21	© 2021 Fannie Mae

(l)	Not a Foreign Person	17
(m)	ERISA	17
(n)	Default Under Other Obligations	17
(o)	Prohibited Person	18
(p)	No Contravention	18
(q)	Lockbox Arrangement	18
Section 4.02	Covenants	18
(a)	Maintenance of Existence; Organizational Documents	18
(b)	Economic Sanctions, Anti-Money Laundering, and Anti-Corruption	19
(c)	Payment of Taxes, Assessments, and Other Charges	20
(d)	Borrower Single Asset Status	20
(e)	ERISA	21
(f)	Notice of Litigation or Insolvency	21
(g)	Payment of Costs, Fees, and Expenses	22
(h)	Restrictions on Distributions	22
(i)	Lockbox Arrangement	22

Article 5 - THE MORTGAGE LOAN		23

Section 5.01	Representations and Warranties	23
(a)	Receipt and Review of Loan Documents	23
(b)	No Default	23
(c)	No Defenses	23
(d)	Loan Document Taxes	23
Section 5.02	Covenants	23
(a)	Ratification of Covenants; Estoppels; Certifications	23
(b)	Further Assurances	24
(c)	Sale of Mortgage Loan	25
(d)	Limitations on Further Acts of Borrower	26
(e)	Financing Statements; Record Searches	26
(f)	Loan Document Taxes	27

Article 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE		27

Section 6.01	Representations and Warranties	27
(a)	Compliance with Law; Permits and Licenses	27
(b)	Property Characteristics	28
(c)	Property Ownership	28
(d)	Condition of the Mortgaged Property	28
(e)	Personal Property	28
Section 6.02	Covenants	29
(a)	Use of Property	29
(b)	Property Maintenance	29
(c)	Property Preservation	31
(d)	Property Inspections	32
(e)	Compliance with Laws	32
(f)	Cash Management	33
Section 6.03	Mortgage Loan Administration Matters Regarding the Property	35
(a)	Property Management	35
(b)	Subordination of Fees to Affiliated Property Managers	35
(c)	Property Condition Assessment	35

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page ii
Fannie Mae	07-21	© 2021 Fannie Mae

Article 7 - LEASES AND RENTS		36

Section 7.01	Representations and Warranties	36
(a)	Prior Assignment of Rents	36
(b)	Prepaid Rents	36
Section 7.02	Covenants	36
(a)	Leases	36
(b)	Commercial Leases	37
(c)	Payment of Rents	38
(d)	Assignment of Rents	38
(e)	Further Assignments of Leases and Rents	38
(f)	Options to Purchase by Tenants	38
Section 7.03	Mortgage Loan Administration Regarding Leases and Rents	39
(a)	Material Commercial Lease Requirements	39
(b)	Residential Lease Form	39

Article 8 - BOOKS AND RECORDS; FINANCIAL REPORTING		39

Section 8.01	Representations and Warranties	39
(a)	Financial Information	39
(b)	No Change in Facts or Circumstances	40
Section 8.02	Covenants	40
(a)	Obligation to Maintain Accurate Books and Records	40
(b)	Items to Furnish to Lender	40
(c)	Audited Financials	43
(d)	Delivery of Books and Records	44
Section 8.03	Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting	44
(a)	Lender’s Right to Obtain Audited Books and Records	44
(b)	Credit Reports; Credit Score	44

Article 9 - INSURANCE		45

Section 9.01	Representations and Warranties	45
(a)	Compliance with Insurance Requirements	45
(b)	Property Condition	45
Section 9.02	Covenants	45
(a)	Insurance Requirements	45
(b)	Delivery of Policies, Renewals, Notices, and Proceeds	46
Section 9.03	Mortgage Loan Administration Matters Regarding Insurance	46
(a)	Lender’s Ongoing Insurance Requirements	46
(b)	Application of Proceeds on Event of Loss	47
(c)	Payment Obligations Unaffected	49
(d)	Foreclosure Sale	49
(e)	Appointment of Lender as Attorney-In-Fact	49

Article 10 - CONDEMNATION		50

Section 10.01	Representations and Warranties	50
(a)	Prior Condemnation Action	50
(b)	Pending Condemnation Actions	50

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page iii
Fannie Mae	07-21	© 2021 Fannie Mae

Section 10.02	Covenants	50
(a)	Notice of Condemnation	50
(b)	Condemnation Proceeds	50
Section 10.03	Mortgage Loan Administration Matters Regarding Condemnation	51
(a)	Application of Condemnation Awards	51
(b)	Payment Obligations Unaffected	51
(c)	Appointment of Lender as Attorney-In-Fact	51
(d)	Preservation of Mortgaged Property	51

Article 11 - LIENS, TRANSFERS, AND ASSUMPTIONS		52

Section 11.01	Representations and Warranties	52
(a)	No Labor or Materialmen’s Claims	52
(b)	No Other Interests	52
Section 11.02	Covenants	52
(a)	Liens; Encumbrances	52
(b)	Transfers	53
(c)	No Other Indebtedness	57
(d)	No Mezzanine Financing or Preferred Equity	57
Section 11.03	Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions	57
(a)	Assumption of Mortgage Loan	57
(b)	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates	59
(c)	Estate Planning	59
(d)	Termination or Revocation of Trust	60
(e)	Death of Key Principal or Guarantor; Transfer Due to Death	60
(f)	Bankruptcy of Guarantor	61
(g)	Further Conditions to Transfers and Assumption	63

Article 12 - IMPOSITIONS		64

Section 12.01	Representations and Warranties	64
(a)	Payment of Taxes, Assessments, and Other Charges	64
Section 12.02	Covenants	64
(a)	Imposition Deposits, Taxes, and Other Charges	64
Section 12.03	Mortgage Loan Administration Matters Regarding Impositions	65
(a)	Maintenance of Records by Lender	65
(b)	Imposition Accounts	65
(c)	Payment of Impositions; Sufficiency of Imposition Deposits	65
(d)	Imposition Deposits Upon Event of Default	66
(e)	Contesting Impositions	66
(f)	Release to Borrower	66

Article 13 – REPLACEMENTS, REPAIRS, AND RESTORATION		67

Section 13.01	Covenants	67
(a)	Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account	67
(b)	Monthly Replacement Reserve Deposits	67
(c)	Payment and Deliverables for Replacements, Repairs, and Restoration	67
(d)	Assignment of Contracts for Replacements, Repairs, and Restoration	68
(e)	Indemnification	68
(f)	Amendments to Loan Documents	68
(g)	Administrative Fees and Expenses	68

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page iv
Fannie Mae	07-21	© 2021 Fannie Mae

Section 13.02	Mortgage Loan Administration Matters Regarding Reserves	69
(a)	Accounts, Deposits, and Disbursements	69
(b)	Approvals of Contracts; Assignment of Claims	76
(c)	Delays and Workmanship	76
(d)	Appointment of Lender as Attorney-In-Fact	77
(e)	No Lender Obligation	77
(f)	No Lender Warranty	77

Article 14 - DEFAULTS/REMEDIES		78

Section 14.01	Events of Default	78
(a)	Automatic Events of Default	78
(b)	Events of Default Subject to a Specified Cure Period	79
(c)	Events of Default Subject to Extended Cure Period	79
Section 14.02	Remedies	80
(a)	Acceleration; Foreclosure	80
(b)	Loss of Right to Disbursements from Collateral Accounts	80
(c)	Remedies Cumulative	81
Section 14.03	Additional Lender Rights; Forbearance	81
(a)	No Effect Upon Obligations	81
(b)	No Waiver of Rights or Remedies	82
(c)	Appointment of Lender as Attorney-In-Fact	82
(d)	Borrower Waivers	84
Section 14.04	Waiver of Marshaling	84

Article 15 - MISCELLANEOUS		85

Section 15.01	Governing Law; Consent to Jurisdiction and Venue	85
(a)	Governing Law	85
(b)	Venue	85
Section 15.02	Notice	86
(a)	Process of Serving Notice	86
(b)	Change of Address	87
(c)	Default Method of Notice	87
(d)	Receipt of Notices	87
Section 15.03	Successors and Assigns Bound; Sale of Mortgage Loan	87
(a)	Binding Agreement	87
(b)	Sale of Mortgage Loan; Change of Servicer	87
Section 15.04	Counterparts	87
Section 15.05	Joint and Several (or Solidary) Liability	88
Section 15.06	Relationship of Parties; No Third Party Beneficiary	88
(a)	Solely Creditor and Debtor	88
(b)	No Third Party Beneficiaries	88
Section 15.07	Severability; Entire Agreement; Amendments	88
Section 15.08	Construction	89
Section 15.09	Mortgage Loan Servicing	89
Section 15.10	Disclosure of Information	90
Section 15.11	Waiver; Conflict	90
Section 15.12	No Reliance	90
Section 15.13	Subrogation	90
Section 15.14	Counting of Days	91
Section 15.15	Revival and Reinstatement of Indebtedness	91
Section 15.16	Time is of the Essence	91
Section 15.17	Final Agreement	91
Section 15.18	WAIVER OF TRIAL BY JURY	91
Section 15.19	Tax Savings Clause	91

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page v
Fannie Mae	07-21	© 2021 Fannie Mae

MULTIFAMILY LOAN AND SECURITY AGREEMENT

(Non-Recourse)

This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”) is made as of the Effective Date (as hereinafter defined) by and between ARC MHP LLC, a South Carolina limited liability company (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

RECITALS:

WHEREAS, Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined); and

WHEREAS, Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents (as hereinafter defined);

AGREEMENTS:

Article 1 - DEFINITIONS; SUMMARY OF MORTGAGE
LOAN TERMS

Section 1.01 Defined Terms.

Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as Schedule 1 to this Loan Agreement.

Section 1.02 Schedules, Exhibits, and Attachments Incorporated.

The schedules, exhibits, and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive part of this Loan Agreement.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Article 1	07-21	© 2021 Fannie Mae

Article 2 - GENERAL MORTGAGE LOAN TERMS

Section 2.01 Mortgage Loan Origination and Security.

(a) Making of Mortgage Loan.

(2) perform, observe, and comply with this Loan Agreement and all other provisions of the other Loan Documents.

(b) Security for Mortgage Loan.

Section 2.02 Payments on Mortgage Loan.

(a) Debt Service Payments.

(1) Short Month Interest.

(A) the disbursement date and the Effective Date must be in the same month, and

(B) the Effective Date shall not be the first day of the month.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Article 2	07-21	© 2021 Fannie Mae

(2) Interest Accrual and Computation.

(3) Monthly Debt Service Payments.

(4) Payment at Maturity.

The unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the Maturity Date.

(5) Interest Rate Type.

See the Schedule of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.

(b) Capitalization of Accrued But Unpaid Interest.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 3
Article 2	07-21	© 2021 Fannie Mae

The Late Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).

(2) Borrower acknowledges and agrees that:

(A) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;

(B) it is extremely difficult and impractical to determine those additional expenses;

(d) Default Rate.

(1) Default interest shall be paid as follows:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 4
Article 2	07-21	© 2021 Fannie Mae

(2) Borrower acknowledges and agrees that:

(A) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and

(i) Lender’s risk of nonpayment of the Mortgage Loan will be materially increased;

(ii) Lender’s ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;

(iii) Lender will incur additional costs and expenses arising from its loss of the use of the amounts due;

(iv) it is extremely difficult and impractical to determine such additional costs and expenses;

(v) Lender is entitled to be compensated for such additional risks, costs, and expenses; and

(e) Address for Payments.

(f) Application of Payments.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 5
Article 2	07-21	© 2021 Fannie Mae

Section 2.03 Lockout/Prepayment.

(a) Prepayment; Prepayment Lockout; Prepayment Premium.

(b) Voluntary Prepayment in Full.

At any time after the expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment Date so long as:

(2) Borrower pays to Lender an amount equal to the sum of:

(A) the entire unpaid principal balance of the Mortgage Loan; plus

(B) all Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus

(D) all other Indebtedness.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 6
Article 2	07-21	© 2021 Fannie Mae

In connection with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date). Borrower further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However, if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date. If Borrower fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is approved by Lender) and such failure either continues for five (5) Business Days, or into the following month, Lender shall have the right to recalculate the payoff amount. If Borrower prepays the Mortgage Loan either in the following month or more than five (5) Business Days after the Intended Prepayment Date that was approved by Lender, Lender shall also have the right to recalculate the payoff amount based upon the amount of such payment and the date such payment was received by Lender. Borrower shall immediately pay to Lender any additional amounts required by any such recalculation.

Upon acceleration of the Mortgage Loan, Borrower shall pay to Lender:

(1) the entire unpaid principal balance of the Mortgage Loan;

(2) all Accrued Interest (calculated through the last day of the month in which the acceleration occurs);

(3) the Prepayment Premium; and

(4) all other Indebtedness.

(d) Application of Collateral.

(e) Casualty and Condemnation.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 7
Article 2	07-21	© 2021 Fannie Mae

(f) No Effect on Payment Obligations.

(g) Loss Resulting from Prepayment.

In any circumstance in which a Prepayment Premium is due under this Loan Agreement, Borrower acknowledges that:

(2) it is extremely difficult and impractical to ascertain the extent of such losses, risks, and damages;

(3) the formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks, and damages Lender will incur as a result of a prepayment; and

Article 3 - PERSONAL LIABILITY

Section 3.01 Non-Recourse Mortgage Loan; Exceptions.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 8
Article 3	07-21	© 2021 Fannie Mae

Section 3.02 Personal Liability of Borrower (Exceptions to Non-Recourse Provision).

(a) Personal Liability Based on Lender’s Loss.

(1) failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower):

(A) all Rents to which Lender is entitled under the Loan Documents; and

(B) the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases;

(2) failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.03(c);

(3) failure to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action, as required by the Loan Documents;

(4) failure to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports;

(6) waste or abandonment of the Mortgaged Property;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 9
Article 3	07-21	© 2021 Fannie Mae

(9) failure to comply with all Lockbox Account provisions pursuant to Section 6.02(f).

(b) Full Personal Liability for Mortgage Loan.

Borrower shall be personally liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon the occurrence of any of the following:

(1) failure by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 10
Article 3	07-21	© 2021 Fannie Mae

(6) a Division that is not permitted under this Loan Agreement or any other Loan Document.

Section 3.03 Personal Liability for Indemnity Obligations.

Section 3.04 Lender’s Right to Forego Rights Against Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 11
Article 3	07-21	© 2021 Fannie Mae

Article 4 - BORROWER STATUS

Section 4.01 Representations and Warranties.

(a) Due Organization and Qualification; Organizational Agreements.

(1) Borrower is validly existing and qualified to transact business, and in good standing in:

(A) the state in which it is formed or organized;

(B) the Property Jurisdiction; and

(A) the direct owners of Borrower and their respective interests;

(B) the indirect owners (and any non-member managers) of Borrower that Control Borrower and their respective interests (excluding any Publicly-Held Corporations or Publicly-Held Trusts); and

(b) Location.

Borrower’s General Business Address is Borrower’s principal place of business and principal office.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 12
Article 4	07-21	© 2021 Fannie Mae

Borrower has the requisite power and authority:

(d) Due Authorization.

(e) Valid and Binding Obligations.

(f) Effect of Mortgage Loan on Borrower’s Financial Condition.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 13
Article 4	07-21	© 2021 Fannie Mae

(g) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(A) against whom proceedings are pending for any alleged violation of any laws described in Section 4.01(g)(1);

(D) that is deemed a Sanctioned Person.

(3) Borrower, Guarantor, and Key Principal are in compliance with all applicable Economic Sanctions laws and regulations.

(h) Borrower Single Asset Status.

Borrower:

(1) does not own or lease any real property, personal property, or assets other than the Mortgaged Property which include the Borrower-Owned Homes;

(2) does not own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property, and the Borrower-Owned Homes, which are included within the definition of “Mortgaged Property” and the Borrower-Owned Homes which are identified on Schedule 1 to Exhibit D to the Security Instrument may be sold by Borrower pursuant to Section 4.02(d)(1);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 14
Article 4	07-21	© 2021 Fannie Mae

(3) has no material financial obligation under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, or other agreement or instrument to which Borrower is a party, or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(B) if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate;

(C) obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents; and

(D) obligations under the Permitted Encumbrances;

(4) has maintained its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets have been included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

(5) has not commingled its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

(6) has been adequately capitalized in light of its contemplated business operations;

(7) has not assumed, guaranteed, or pledged its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument), or held out its credit as being available to satisfy the obligations of any other Person;

(8) has not made loans or advances to any other Person;

(9) has not entered into, and is not a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party; and

(10) has not sought and has no plans to Divide at any time during the Loan Term.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 15
Article 4	07-21	© 2021 Fannie Mae

(i) No Bankruptcies or Judgments.

(1) the subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;

(2) preparing or intending to be the subject of a Bankruptcy Event;

(3) the subject of any judgment unsatisfied of record or docketed in any court; or

(4) Insolvent.

(j) No Actions or Litigation.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 16
Article 4	07-21	© 2021 Fannie Mae

(k) Payment of Taxes, Assessments, and Other Charges.

Borrower confirms that:

(1) it has filed all federal, state, county, and municipal tax returns and reports required to have been filed by Borrower;

(2) it has paid, before any fine, penalty interest, lien, or costs may be added thereto, all taxes, governmental charges, and assessments due and payable with respect to such returns and reports;

(3) there is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower; and

(4) it has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.

(l) Not a Foreign Person.

Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.

(m) ERISA.

Borrower represents and warrants that:

(1) Borrower is not an Employee Benefit Plan;

(2) no asset of Borrower constitutes “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(3) no asset of Borrower is subject to any laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(4) neither Borrower nor any ERISA Affiliate is subject to any obligation or liability with respect to any ERISA Plan.

(n) Default Under Other Obligations.

(2) None of Borrower, Guarantor, or Key Principal is in default under any obligation to Lender.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 17
Article 4	07-21	© 2021 Fannie Mae

(o) Prohibited Person.

None of Borrower, Guarantor, or Key Principal is a Prohibited Person. To Borrower’s knowledge, none of the following is a Prohibited Person:

(1) Any Person Controlling Borrower, Guarantor, or Key Principal; or

(2) Any Person Controlled by and having a direct or indirect ownership interest in Borrower, Guarantor, or Key Principal.

(p) No Contravention.

(q) Lockbox Arrangement.

Section 4.02 Covenants.

(a) Maintenance of Existence; Organizational Documents.

(1) make or allow any material change to the organizational documents or organizational structure of Borrower, including changes relating to the Control of Borrower, or

(2) file any action, complaint, petition, or other claim to:

(A) divide, partition, or otherwise compel the sale of the Mortgaged Property, or

(B) otherwise change the Control of Borrower.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 18
Article 4	07-21	© 2021 Fannie Mae

(b) Economic Sanctions, Anti-Money Laundering, and Anti-Corruption.

(A) against whom proceedings are pending for any alleged violation of any laws described in Section 4.02(b)(1);

(D) that is deemed a Sanctioned Person.

(3) Borrower, Guarantor, and Key Principal shall at all times remain in compliance with any applicable Economic Sanctions laws and regulations.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 19
Article 4	07-21	© 2021 Fannie Mae

(d) Borrower Single Asset Status.

Until the Indebtedness is fully paid, Borrower:

(1) shall not acquire or lease any real property, personal property, or assets other than the Mortgaged Property and the Borrower-Owned Homes. The Borrower Owned Homes may be sold by Borrower to (i) an existing tenant or (ii) any Person that becomes a tenant under a MH Site Lease at the Mortgaged Property, subject to any existing tenant’s right of first refusal or purchase option;

(2) shall not acquire, own, operate, or participate in any business other than the leasing, ownership, management, operation, and maintenance of the Mortgaged Property, with the provision that the Borrower Owned Homes may be sold pursuant to Section 4.0(2 (d)(1) herein;

(3) shall not commingle its assets or funds with those of any other Person, unless such assets or funds can easily be segregated and identified in the ordinary course of business from those of any other Person;

(4) shall maintain its financial statements, accounting records, and other partnership, real estate investment trust, limited liability company, or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets are included in a consolidated financial statement prepared in accordance with generally accepted accounting principles);

(5) shall have no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, other agreement or instrument to which Borrower is a party or by which Borrower is otherwise bound, or to which the Mortgaged Property is subject or by which it is otherwise encumbered, other than:

(A) unsecured trade payables incurred in the ordinary course of the operation of the Mortgaged Property (exclusive of amounts (i) to be paid out of the Replacement Reserve Account or Repairs Escrow Account, or (ii) for rehabilitation, restoration, repairs, or replacements of the Mortgaged Property or otherwise approved by Lender) so long as such trade payables (1) are not evidenced by a promissory note, (2) are payable within sixty (60) days of the date incurred, and (3) as of any date, do not exceed, in the aggregate, two percent (2%) of the original principal balance of the Mortgage Loan; provided, however, that otherwise compliant outstanding trade payables may exceed two percent (2%) up to an aggregate amount of four percent (4%) of the original principal balance of the Mortgage Loan for a period (beginning on or after the Effective Date) not to exceed ninety (90) consecutive days;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 20
Article 4	07-21	© 2021 Fannie Mae

(B) if the Security Instrument grants a lien on a leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate;

(C) obligations under the Loan Documents and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents; and

(D) obligations under the Permitted Encumbrances;

(6) shall not assume, guaranty, or pledge its assets to secure the liabilities or obligations of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification Agreement or similar instrument) or hold out its credit as being available to satisfy the obligations of any other Person;

(7) shall not make loans or advances to any other Person;

(8) shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party; or

(9) shall not Divide.

(e) ERISA.

Borrower covenants that:

(1) no asset of Borrower shall constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan;

(2) no asset of Borrower shall be subject to the laws of any Governmental Authority governing the assets of an Employee Benefit Plan; and

(3) neither Borrower nor any ERISA Affiliate shall incur any obligation or liability with respect to any ERISA Plan.

(f) Notice of Litigation or Insolvency.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 21
Article 4	07-21	© 2021 Fannie Mae

(g) Payment of Costs, Fees, and Expenses.

(1) any amendment to, or consent, or waiver required under, this Loan Agreement or any of the Loan Documents (whether or not any such amendment, consent, or waiver is entered into);

(2) defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:

(A) the Mortgaged Property;

(B) any event, act, condition, or circumstance in connection with the Mortgaged Property; or

(C) the relationship between or among Lender, Borrower, Key Principal, and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement;

(4) any Bankruptcy Event or Guarantor Bankruptcy Event.

(h) Restrictions on Distributions.

(i) Lockbox Arrangement.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 22
Article 4	07-21	© 2021 Fannie Mae

Article 5 - THE MORTGAGE LOAN

Section 5.01 Representations and Warranties.

(a) Receipt and Review of Loan Documents.

Borrower has received and reviewed this Loan Agreement and all of the other Loan Documents.

(b) No Default.

No default exists under any of the Loan Documents.

(d) Loan Document Taxes.

Section 5.02 Covenants.

(a) Ratification of Covenants; Estoppels; Certifications.

Borrower shall:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 23
Article 5	07-21	© 2021 Fannie Mae

(B) the unpaid principal balance of the Mortgage Loan;

(E) whether or not there are then-existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender under the Loan Documents; and

(F) any additional facts reasonably requested in writing by Lender.

(b) Further Assurances.

(1) Other Documents As Lender May Require.

(2) Corrective Actions.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 24
Article 5	07-21	© 2021 Fannie Mae

(3) Compliance with Investor Requirements.

Borrower shall, subject to Section 5.02(d) below:

(A) enable Lender to sell the Mortgage Loan or participation interests therein to such Investor;

(B) enable Lender to obtain a refund of any commitment fee from any such Investor;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 25
Article 5	07-21	© 2021 Fannie Mae

(d) Limitations on Further Acts of Borrower.

Nothing in Section 5.02(b) and Section 5.02(c) shall require Borrower to do any further act that has the effect of:

(1) changing the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;

(2) imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower and Lender; or

(3) materially changing the rights and obligations of Borrower or Guarantor under the commitment letter.

(e) Financing Statements; Record Searches.

(1) Borrower shall pay all costs and expenses associated with:

(B) any record searches for financing statements that Lender may require.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 26
Article 5	07-21	© 2021 Fannie Mae

(f) Loan Document Taxes.

Article 6 - PROPERTY USE, PRESERVATION, AND MAINTENANCE

Section 6.01 Representations and Warranties.

(a) Compliance with Law; Permits and Licenses.

(2) To Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.

(5) No portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 27
Article 6	07-21	© 2021 Fannie Mae

(b) Property Characteristics.

(1) The Mortgaged Property contains at least:

(A) the Property Square Footage;

(B) the Total Parking Spaces; and

Borrower is sole owner or ground lessee of the Mortgaged Property.

(d) Condition of the Mortgaged Property.

(2) neither the Land nor the Improvements have sustained any damage other than damage which has been fully repaired, or is fully insured and is being repaired in the ordinary course of business.

(e) Personal Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 28
Article 6	07-21	© 2021 Fannie Mae

Section 6.02 Covenants.

(a) Use of Property.

From and after the Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:

(1) change the use of all or any part of the Mortgaged Property;

(2) convert any individual dwelling units or common areas to commercial use, or convert any common area or commercial use to individual dwelling units;

(3) initiate or acquiesce in a change in the zoning classification of the Land;

(4) establish any condominium or cooperative regime with respect to the Mortgaged Property;

(5) subdivide the Land; or

(b) Property Maintenance.

Borrower shall:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 29
Article 6	07-21	© 2021 Fannie Mae

(3) commence all Required Repairs, Additional Lender Repairs, and Additional Lender Replacements as follows:

(4) make, construct, install, diligently perform, and complete all Replacements, Repairs, Restoration, and any other work permitted under the Loan Documents:

(B) in accordance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority, including applicable building codes, special use permits, and environmental regulations;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 30
Article 6	07-21	© 2021 Fannie Mae

(7) upon Lender’s written request, submit to Lender any contracts or work orders described in Section 13.02(b).

Borrower shall:

(1) not commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property;

(4) not permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this Loan Agreement; or

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 31
Article 6	07-21	© 2021 Fannie Mae

(d) Property Inspections.

Borrower shall:

(A) during normal business hours;

(B) at such other reasonable time upon reasonable notice of not less than one (1) Business Day;

(D) at any time after an Event of Default has occurred and is continuing; and

(2) pay for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.

(e) Compliance with Laws.

Borrower shall:

(3) comply with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;

(4) at all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e);

(5) promptly after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority with respect to the Mortgaged Property;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 32
Article 6	07-21	© 2021 Fannie Mae

(f) Cash Management.

(1) Establishing the Lockbox Account. Within thirty (30) days of the Effective Date, Borrower shall establish and maintain an account (the “Lockbox Account”) at a financial institution acceptable to Lender in Lender’s sole discretion, opened in Borrower’s name for the benefit of Lender as collateral agent for Fannie Mae. The Lockbox Account shall be established at Trust Bank (the “Lockbox Bank”). Commencing on the establishment of the Lockbox Account and continuing until the Indebtedness has been satisfied, Borrower shall cause all tenants of the Mortgaged Property to directly deposit (1) all Rents from the Mortgaged Property (which includes the Borrower-Owned Homes) into the (x) Lockbox Account. Borrower shall deposit and cause its property manager and/or any agent receiving Rents and all other amounts under the MH Site Leases, Borrower-Owned Home MH Leases, or any other Leases, to directly deposit all Rents and other income and revenue from the Mortgaged Property into the Lockbox Account within two (2) Business Days of receipt of same from any tenant. The Lockbox Account shall be under the sole dominion and control of Lender and shall be maintained by Borrower during the term of the Mortgage Loan. Borrower and each respective borrower under the Other Loans, Lender and Lockbox Bank shall execute a Deposit Account Control Agreement approved by Lender (the “DACA”) with respect to such Lockbox Account, which DACA will remain in place until all Indebtedness hereunder has been satisfied and all indebtedness under all Other Loans has been satisfied. Borrower shall not amend, modify, cancel or terminate the DACA without Lender’s prior written consent. Borrower hereby pledges, assigns and grants a security interest to Lender, as security for payment of the Indebtedness and the performance of all other terms, conditions and covenants of the Loan Documents on Borrower’s part to be paid and performed, in all of Borrower’s right, title and interest in and to the funds in the Lockbox Account and all profits and proceeds thereof, which security interest is prior to all other liens. Borrower agrees to execute, acknowledge, deliver, file or do, at its sole cost and expense, all other acts, assignments, notices, agreements or other instruments as Lender may require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to Lender by this Section 6.02(f); provided that the same shall not increase Borrower’s obligations or liabilities, or decrease Borrower’s rights, other than in de minimis respects. Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the funds in the Lockbox Account or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Indebtedness.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 33
Article 6	07-21	© 2021 Fannie Mae

(2) Cash Management Account. All funds in the Lockbox Account shall be swept daily to an operating account designated by Borrower and each Borrower of the Other Loans as provided for in the DACA, available for each such Borrower’s us until such time as Lender has notified Lockbox Bank of the existence of an Event of Default. Following an Event of Default, Lender shall instruct Lockbox Bank to transfer all funds deposited into the Lockbox Account into the Cash Management Account, from and after which time, Lockbox Bank shall transfer all funds in the Lockbox Account on each Business Day to an account established, maintained, in the name of and controlled by Lender (the “Cash Management Account”). So long as the Mortgaged Property is not transferred through foreclosure or acceptance of a deed-in-lieu thereof, upon repayment in full of the Indebtedness, Lender shall promptly cause any funds remaining in Lender’s Cash Management Account to be transferred to Borrower.

(3) Rent Notice. Within ten (10) Business Days after the establishment of the Lockbox Account, Borrower shall send a notice to all tenants of the Mortgaged Property (the “Rent Notice”) directing the tenants to pay Rent and any other payments due to Borrower under the MH Site Leases and Borrower-Owned Home, MH Leases and other Leases directly to the Lockbox Account. Simultaneously with the execution of any new MH Site Lease and/or Borrower-Owned Home, MH Lease, or other Lease, Borrower shall send a Rent Notice to each new tenant. If, despite receipt of the Rent Notice, a tenant makes a payment of Rent or any other payments due to Borrower to any account other than the Lockbox Account, Borrower shall, or shall cause the property manager, and/or any agent receiving Rents and all other amounts to deposit any rent check received from a tenant and any other payments due to Borrower under the MH Site Leases and/or Borrower-Owned Home MH Lease or other Leases directly into the Lockbox Account within two (2) Business Days after receipt of the same from tenant thereof. Borrower shall not revoke, terminate, or cause the revocation or termination of the DACA that has been approved by Lender as of the Effective Date.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 34
Article 6	07-21	© 2021 Fannie Mae

Section 6.03 Mortgage Loan Administration Matters Regarding the Property.

(a) Property Management.

(b) Subordination of Fees to Affiliated Property Managers.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 35
Article 6	07-21	© 2021 Fannie Mae

Article 7 - LEASES AND RENTS

Section 7.01 Representations and Warranties.

(a) Prior Assignment of Rents.

Borrower has not executed any:

(2) instrument which would prevent Lender from exercising its rights under this Loan Agreement, the Security Instrument, or any other Loan Document.

(b) Prepaid Rents.

Borrower has not accepted, and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of such Rents.

Section 7.02 Covenants.

(a) Leases.

Borrower shall:

(1) comply with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance and disposition of tenant security deposits;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 36
Article 7	07-21	© 2021 Fannie Mae

(b) Commercial Leases.

(1) With respect to Material Commercial Leases, Borrower shall not:

(A) enter into any Material Commercial Lease except with the prior written consent of Lender; or

(B) modify the terms of, extend, or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender.

(2) With respect to any non-Material Commercial Lease, Borrower shall not:

(B) the term of the Lease including any extensions thereto;

(D) the amount of any security deposit delivered to Borrower as landlord;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 37
Article 7	07-21	© 2021 Fannie Mae

(E) whether or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease;

(F) the address to which notices to tenant should be sent; and

(G) any other information as may be reasonably required by Lender.

Borrower shall:

(1) pay to Lender upon demand all Rents after an Event of Default has occurred and is continuing;

(2) cooperate with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument; and

(3) not accept Rent under any Lease (whether a Residential Lease or a non-Residential Lease) for more than two (2) months in advance.

(d) Assignment of Rents.

Borrower shall not:

(1) perform any acts or execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents granted in the Security Instrument or in any other Loan Document; or

(2) interfere with Lender’s collection of such Rents.

(e) Further Assignments of Leases and Rents.

Borrower shall execute and deliver any further assignments of Leases and Rents as Lender may reasonably require.

(f) Options to Purchase by Tenants.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 38
Article 7	07-21	© 2021 Fannie Mae

Section 7.03 Mortgage Loan Administration Regarding Leases and Rents.

(a) Material Commercial Lease Requirements.

(1) the tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease to Lender;

(2) such Lease and all rights of the tenant thereunder are expressly subordinate to the lien of the Security Instrument;

(4) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to time request; and

(b) Residential Lease Form.

All Residential Leases entered into from and after the Effective Date shall be on forms substantially in the form approved by Lender.

Article 8 - BOOKS AND RECORDS; FINANCIAL REPORTING

Section 8.01 Representations and Warranties.

(a) Financial Information.

All financial statements and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of the Mortgaged Property:

(1) are true, complete, and correct in all material respects; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 39
Article 8	07-21	© 2021 Fannie Mae

(2) accurately represent the financial condition of the Mortgaged Property as of such date.

(b) No Change in Facts or Circumstances.

Section 8.02 Covenants.

(a) Obligation to Maintain Accurate Books and Records.

(1) complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and

(2) copies of all written contracts, Leases, and other instruments that affect Borrower or the Mortgaged Property.

(b) Items to Furnish to Lender.

(2) within one hundred twenty (120) days after the end of each calendar year:

(B) for any Borrower that is an individual or a trust established for estate-planning purposes, a personal financial statement for such calendar year;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 40
Article 8	07-21	© 2021 Fannie Mae

(C) when requested in writing by Lender, balance sheet(s) showing all assets and liabilities of Borrower and a statement of all contingent liabilities as of the end of such calendar year;

(E) only if requested by Lender, a written certification ratifying and affirming that:

(i) Borrower has taken no action in violation of Section 4.02(d) regarding its single asset status;

(ii) Borrower has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation;

(iii) Borrower has made no application for rezoning or received any notice that the Mortgaged Property has been or is being rezoned; and

(iv) Borrower has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens encumbering the Mortgaged Property;

(G) only if requested by Lender, written confirmation of:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 41
Article 8	07-21	© 2021 Fannie Mae

(5) within forty-five (45) days after Lender’s written request (but, absent an Event of Default, no more frequently than once in any six (6) month period):

(A) any item described in Section 8.02(b)(1) or Section 8.02(b)(2);

(C) a statement of income and expenses for Borrower’s operation of the Mortgaged Property on a year-to-date basis as of the end of each month for such period as requested by Lender;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 42
Article 8	07-21	© 2021 Fannie Mae

(D) a statement of real estate owned directly or indirectly by Borrower and Guarantor for such period as requested by Lender;

(E) for any Guarantor:

(iii) balance sheet(s) showing all assets and liabilities of Guarantor and a statement of all contingent liabilities as of the end of the most recent available calendar year; and

(F) a statement that identifies the following for such period as requested by Lender:

(i) direct owners of Borrower and their respective interests;

(ii) indirect owners (and any non-member managers) of Borrower that Control Borrower (excluding any Publicly-Held Corporations or Publicly-Held Trusts) and their respective interests;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 43
Article 8	07-21	© 2021 Fannie Mae

(d) Delivery of Books and Records.

If an Event of Default has occurred and is continuing, Borrower shall deliver to Lender, upon written demand, all books and records relating to the Mortgaged Property or its operation.

Section 8.03 Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.

(a) Lender’s Right to Obtain Audited Books and Records.

(3) an Event of Default has occurred and is continuing.

(b) Credit Reports; Credit Score.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 44
Article 8	07-21	© 2021 Fannie Mae

Article 9 - INSURANCE

Section 9.01 Representations and Warranties.

(a) Compliance with Insurance Requirements.

(b) Property Condition.

(1) The Mortgaged Property has not been damaged by fire, water, wind, or other cause of loss; or

(2) if previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.

Section 9.02 Covenants.

(a) Insurance Requirements.

(1) As required by Lender and applicable law, and as may be modified from time to time, Borrower shall:

(B) maintain at all times commercial general liability insurance, workmen’s compensation insurance, and such other liability, errors and omissions, and fidelity insurance coverage; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 45
Article 9	07-21	© 2021 Fannie Mae

(C) maintain builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements, as applicable.

(b) Delivery of Policies, Renewals, Notices, and Proceeds.

Borrower shall:

(2) promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for paid premiums;

(4) provide immediate written notice to the insurance company and to Lender of any event of loss;

(5) execute such further evidence of assignment of any insurance proceeds as Lender may require; and

Section 9.03 Mortgage Loan Administration Matters Regarding Insurance

(a) Lender’s Ongoing Insurance Requirements.

Borrower acknowledges that Lender’s insurance requirements may change from time to time. All insurance policies and renewals of insurance policies required by this Loan Agreement shall be:

(1) in the form and with the terms required by Lender;

(2) in such amounts, with such maximum deductibles and for such periods required by Lender; and

(3) issued by insurance companies satisfactory to Lender.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 46
Article 9	07-21	© 2021 Fannie Mae

(b) Application of Proceeds on Event of Loss.

(1) Upon an event of loss, Lender may, at Lender’s option:

(ii) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 47
Article 9	07-21	© 2021 Fannie Mae

(iv) Lender determines that the Restoration will be completed before the earlier of (1) one (1) year before the stated Maturity Date, or (2) one (1) year after the date of the loss or casualty; and

(v) Borrower provides Lender, upon written request, evidence of the availability during and after the Restoration of the insurance required to be maintained pursuant to this Loan Agreement.

(A) Borrower shall immediately notify Lender of the casualty giving rise to the claim;

(C) the Restoration will be completed before the earlier of (i) one (1) year before the stated Maturity Date, or (ii) one (1) year after the date of the loss or casualty;

(D) Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;

(E) all proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;

(F) all proceeds of property damage insurance shall be applied to the Restoration;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 48
Article 9	07-21	© 2021 Fannie Mae

(G) Borrower shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;

(H) Borrower shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision, if any; and

(I) Lender shall have the right to inspect the Mortgaged Property (subject to the rights of tenants under the Leases).

(d) Foreclosure Sale.

(e) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 49
Article 9	07-21	© 2021 Fannie Mae

Article 10 - CONDEMNATION

Section 10.01 Representations and Warranties.

(a) Prior Condemnation Action.

No part of the Mortgaged Property has been taken in connection with a Condemnation Action.

(b) Pending Condemnation Actions.

No Condemnation Action is pending or, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property.

Section 10.02 Covenants.

(a) Notice of Condemnation.

Borrower shall:

(1) promptly notify Lender of any Condemnation Action of which Borrower has knowledge;

(3) execute such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.

(b) Condemnation Proceeds.

Borrower shall pay to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 50
Article 10	07-21	© 2021 Fannie Mae

Section 10.03 Mortgage Loan Administration Matters Regarding Condemnation.

(a) Application of Condemnation Awards.

Lender may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such amounts, to:

(1) the restoration or repair of the Mortgaged Property, if applicable;

(2) the payment of the Indebtedness, with the balance, if any, paid to Borrower; or

(3) Borrower.

(b) Payment Obligations Unaffected.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(d) Preservation of Mortgaged Property.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 51
Article 10	07-21	© 2021 Fannie Mae

Article 11 - LIENS, TRANSFERS, AND ASSUMPTIONS

Section 11.01 Representations and Warranties.

(a) No Labor or Materialmen’s Claims.

(b)  No Other Interests.

No Person:

(2) has an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property, or any interest in the Mortgaged Property.

Section 11.02 Covenants.

(a) Liens; Encumbrances.

(1) Permitted Encumbrances;

(2) the creation of:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 52
Article 11	07-21	© 2021 Fannie Mae

(3) the lien created by the Loan Documents.

(b) Transfers.

(1) Mortgaged Property.

Borrower shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the Mortgaged Property) other than:

(A) a Transfer to which Lender has consented in writing;

(B) Leases permitted pursuant to the Loan Documents;

(F) a lien permitted pursuant to Section 11.02(a) of this Loan Agreement;

(G) the conveyance of the Mortgaged Property following a Foreclosure Event; or

(H) Borrower-Owned Homes may be sold pursuant to Section 4.02 (d)(1).

(2) Interests in Borrower, Key Principal, or Guarantor.

Other than a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:

(A) any direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such Transfer would cause a change in Control;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 53
Article 11	07-21	© 2021 Fannie Mae

(B) a direct or indirect Restricted Ownership Interest in Borrower, Key Principal, or Guarantor (if applicable);

(C) fifty percent (50%) or more of Key Principal’s or Guarantor’s direct or indirect ownership interests in Borrower that existed on the Effective Date (individually or on an aggregate basis);

(D) any direct or indirect ownership interest in Borrower, Key Principal, or Guarantor (if applicable) if such transfer would result in a violation of Section 4.02(b); or

(3) Transfers of Non-Controlling Interests.

(B) such Transfer does not violate the requirements of Section 11.02(b)(2)(C) or Section 11.02(b)(2)(D);

(C) Borrower shall provide Lender not less than thirty (30) days prior written notice of the proposed Transfer and obtain Lender’s approval;

(D) Borrower shall provide with its notice to Lender an organizational chart reflecting, and all organizational documents relevant to, the proposed Transfer;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 54
Article 11	07-21	© 2021 Fannie Mae

(E) Borrower shall provide with its notice to Lender a certification that no change of Control of Borrower, Key Principal, or Guarantor (as applicable) shall occur as a result of such Transfer;

(G) Borrower shall pay to Lender:

(i) concurrently with its notice to Lender, the Review Fee plus a transfer fee of $25,000, which shall be in lieu of any other Transfer Fee; and

(ii) upon demand, any out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Lender in connection with its review of the Transfer request; and

(4) Name Change or Entity Conversion.

(B) such Transfer is not otherwise prohibited under the provisions of Section 11.02(b)(2);

(C) Borrower executes an amendment to this Loan Agreement and any other Loan Documents required by Lender documenting the name change or entity conversion;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 55
Article 11	07-21	© 2021 Fannie Mae

(5) No Delaware Statutory Trust or Series LLC Conversion.

Notwithstanding any provisions herein to the contrary, no Borrower, Guarantor, or Key Principal shall convert to a Delaware Statutory Trust or a series limited liability company.

(6) Plans of Division.

Borrower shall not Divide. Lender shall consent to a Division by Guarantor or Key Principal provided that:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 56
Article 11	07-21	© 2021 Fannie Mae

(d) No Mezzanine Financing or Preferred Equity.

Section 11.03 Mortgage Loan Administration Matters Regarding Liens, Transfers, and Assumptions.

(a) Assumption of Mortgage Loan.

Lender shall consent to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following conditions is satisfied prior to the Transfer:

(1) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);

(3) Lender determines that:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 57
Article 11	07-21	© 2021 Fannie Mae

(4) [reserved];

(5) the proposed new borrower has:

(C) delivered to Lender a “date-down” endorsement to the Title Policy acceptable to Lender (or a new title insurance policy if a “date-down” endorsement is not available);

(6) one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(A) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(B) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;

(7) Lender has reviewed and approved the Transfer documents;

(8) Lender has received the fees described in Section 11.03(g); and

(9) with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 58
Article 11	07-21	© 2021 Fannie Mae

(b) Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.

(A) the Transfer does not cause a change in the Control of Borrower; and

(B) the transferor Key Principal or Guarantor maintains the same right and ability to Control Borrower as existed prior to the Transfer.

If the conditions set forth in this Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(A) Immediate Family Members of such transferor, each of whom must have obtained the legal age of majority;

(B) United States domiciled trusts established for the benefit of the transferor or Immediate Family Members of the transferor; or

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 59
Article 11	07-21	© 2021 Fannie Mae

If the conditions set forth in this Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(d) Termination or Revocation of Trust.

(1) Lender is notified within thirty (30) days of the death; and

If the conditions set forth in this Section 11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(e) Death of Key Principal or Guarantor; Transfer Due to Death.

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);

(B) Lender determines that, if applicable:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 60
Article 11	07-21	© 2021 Fannie Mae

(iii) none of any proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(C) if applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

(f) Bankruptcy of Guarantor.

(A) Borrower has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 61
Article 11	07-21	© 2021 Fannie Mae

(B) Lender determines that:

(ii) no new guarantor is a Prohibited Person, and such Transfer would not result in a violation of the requirements of Section 11.02(b)(2)(D); and

(iii) no new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; and

(i) an assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or

(ii) a substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.

(B) a lockbox agreement or similar cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted.

If the conditions set forth in this Section 11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g).

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 62
Article 11	07-21	© 2021 Fannie Mae

(g) Further Conditions to Transfers and Assumption.

(A) additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property;

(C) a modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B);

(D) with respect to any MBS trust that directly or indirectly holds the Mortgage Loan and issues MBS that are outstanding, the Transfer shall not result in an Adverse Tax Event; or

(E) the Transfer would not violate the requirements of Section 11.02(b)(2)(D).

(2) In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:

(A) the Transfer Fee (to the extent charged by Lender);

(B) the Review Fee (regardless of whether Lender approves or denies such request); and

(C) all of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request, regardless of whether Lender approves or denies such request.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 63
Article 11	07-21	© 2021 Fannie Mae

Article 12 - IMPOSITIONS

Section 12.01 Representations and Warranties.

(a) Payment of Taxes, Assessments, and Other Charges.

Borrower has:

(3) no knowledge of any basis for any additional assessments;

(4) no knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending special assessments against Borrower; and

(5) not received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special assessment against Borrower.

Section 12.02 Covenants.

(a) Imposition Deposits, Taxes, and Other Charges.

Borrower shall:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 64
Article 12	07-21	© 2021 Fannie Mae

(5) promptly deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property or Borrower.

Section 12.03 Mortgage Loan Administration Matters Regarding Impositions.

(a) Maintenance of Records by Lender.

(b) Imposition Accounts.

(1) no Event of Default exists;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 65
Article 12	07-21	© 2021 Fannie Mae

(2) Borrower has timely delivered to Lender all applicable bills or premium notices that it has received; and

(3) sufficient Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.

(d) Imposition Deposits Upon Event of Default.

(e) Contesting Impositions.

Other than insurance premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:

(1) Borrower notifies Lender of the commencement or expected commencement of such proceedings;

(2) Lender determines that the Mortgaged Property is not in danger of being sold or forfeited;

(4) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested in writing by Lender; and

(5) Borrower commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by the applicable Governmental Authority.

(f) Release to Borrower.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 66
Article 12	07-21	© 2021 Fannie Mae

Article 13 – REPLACEMENTS, REPAIRS, AND RESTORATION

Section 13.01 Covenants.

(a) Initial Deposits to Replacement Reserve Account, Repairs Escrow Account, and Restoration Reserve Account.

(1) On the Effective Date, Borrower shall pay to Lender:

(A) the Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and

(B) the Repairs Escrow Deposit for deposit into the Repairs Escrow Account.

(b) Monthly Replacement Reserve Deposits.

Borrower shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.

Borrower shall:

(2) pay all applicable fees and charges of any Governmental Authority on account of the Replacements, Repairs, and Restoration, as applicable;

(4) prior to commencement of any Restoration, Borrower shall deliver to Lender, for Lender’s review and approval:

(A) a copy of the plans and specifications for the Restoration; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 67
Article 13	07-21	© 2021 Fannie Mae

(B) a copy of all building and other permits and authorizations required by any law, ordinance, statute, rule or regulation of the Governmental Authority to carry out the Restoration.

(d) Assignment of Contracts for Replacements, Repairs, and Restoration.

(e) Indemnification.

(f) Amendments to Loan Documents.

(g) Administrative Fees and Expenses.

Borrower shall pay to Lender:

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 68
Article 13	07-21	© 2021 Fannie Mae

Section 13.02 Mortgage Loan Administration Matters Regarding Reserves.

(a) Accounts, Deposits, and Disbursements.

(1) Custodial Accounts.

(B) Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account.

(C) In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and is continuing.

(2) Disbursements by Lender Only.

(3) Adjustment to Deposits.

(A) Mortgage Loan Terms Exceeding Ten (10) Years.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 69
Article 13	07-21	© 2021 Fannie Mae

(B) Transfers.

(4) Insufficient Funds.

(5) Disbursements for Replacements, Repairs, and Restoration.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 70
Article 13	07-21	© 2021 Fannie Mae

(6) Disbursement Requests.

(A) if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 71
Article 13	07-21	© 2021 Fannie Mae

(C) if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;

(F) if applicable, include evidence that any certificates of occupancy required by applicable laws or any Governmental Authority have been issued.

(7) Conditions to Disbursement.

(A) an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 72
Article 13	07-21	© 2021 Fannie Mae

(i) a search of title to the Mortgaged Property effective to the date of disbursement; or

(8) Joint Checks for Periodic Disbursements.

Lender may, upon Borrower’s written request, issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor, or other similar party, if:

(B) the contract for such Replacement, Repair, or Restoration item requires payment upon completion of the applicable portion of the work;

(C) Borrower makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 73
Article 13	07-21	© 2021 Fannie Mae

(D) the materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or installed;

(G) all other conditions for disbursement have been satisfied.

(9) Replacements and Repairs Other than Required Replacements or Required Repairs.

(A) Borrower Requested Replacements and Borrower Requested Repairs.

(i) they are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;

(ii) the costs are commercially reasonable;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 74
Article 13	07-21	© 2021 Fannie Mae

(iv) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

(B) Additional Lender Replacements and Additional Lender Repairs.

(i) the costs are commercially reasonable;

(iii) all conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.

Nothing in this Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs Escrow Account for any such Additional Lender Repair.

(10) Excess Costs.

(A) the excess cost is commercially reasonable;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 75
Article 13	07-21	© 2021 Fannie Mae

(11) Final Disbursements.

(b) Approvals of Contracts; Assignment of Claims.

(1) withhold disbursements from the applicable Reserve/Escrow Account;

(2) proceed under existing contracts or contract with third parties to make or complete such Replacements, Repairs, or Restoration item;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 76
Article 13	07-21	© 2021 Fannie Mae

(3) apply the funds in the applicable Reserve/Escrow Account toward the labor and materials necessary to make or complete such Replacements, Repairs, or Restoration items, as applicable; or

(d) Appointment of Lender as Attorney-In-Fact.

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).

(e) No Lender Obligation.

Nothing in this Loan Agreement shall:

(1) make Lender responsible for making or completing the Replacements, Repairs, or Restoration;

(2) require Lender to expend funds, whether from any Reserve/Escrow Account, or otherwise, to make or complete any Replacement, Repair, or Restoration item;

(3) obligate Lender to proceed with the Replacements, Repairs, or Restoration; or

(4) obligate Lender to demand from Borrower additional sums to make or complete any Replacement, Repair, or Restoration item.

(f) No Lender Warranty.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 77
Article 13	07-21	© 2021 Fannie Mae

Article 14 - DEFAULTS/REMEDIES

Section 14.01 Events of Default.

The occurrence of any one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.

(a) Automatic Events of Default.

Any of the following shall constitute an automatic Event of Default:

(1) any failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;

(2) any failure by Borrower to maintain the insurance coverage required by any Loan Document;

(3) any failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status;

(A) the application for, or creation of, the Indebtedness;

(B) any financial statement, rent roll, or other report or information provided to Lender during the term of the Mortgage Loan; or

(C) any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account Funds;

(6) the occurrence of any Transfer not permitted by the Loan Documents;

(7) the occurrence of a Bankruptcy Event;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 78
Article 14	07-21	© 2021 Fannie Mae

(b) Events of Default Subject to a Specified Cure Period.

Any of the following shall constitute an Event of Default subject to the cure period set forth in the Loan Documents:

(1) if Key Principal or Guarantor is a natural person, the death of such individual, unless all requirements of Section 11.03(e) are met;

(2) the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met;

(3) any failure by Borrower, Key Principal, or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c); or

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 79
Article 14	07-21	© 2021 Fannie Mae

Section 14.02 Remedies.

(a) Acceleration; Foreclosure.

(b) Loss of Right to Disbursements from Collateral Accounts.

(2) reimbursement of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default;

(3) completion of the Replacement, Repair, Restoration, or for any other replacement or repair to the Mortgaged Property; and

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 80
Article 14	07-21	© 2021 Fannie Mae

Section 14.03 Additional Lender Rights; Forbearance.

(a) No Effect Upon Obligations.

(1) the time for payment of the principal of or interest on the Indebtedness may be extended, or the Indebtedness may be renewed in whole or in part;

(2) the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified;

(4) any or all payments due under this Loan Agreement or any other Loan Document may be reduced;

(5) any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan;

(6) any amounts under this Loan Agreement or any other Loan Document may be released;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 81
Article 14	07-21	© 2021 Fannie Mae

(7) any security for the Indebtedness may be modified, exchanged, released, surrendered, or otherwise dealt with, or additional security may be pledged or mortgaged for the Indebtedness;

(9) any other terms of the Loan Documents may be modified.

(b) No Waiver of Rights or Remedies.

(1) use any Reserve/Escrow Account Funds for the purpose of making or completing the Replacements, Repairs, or Restoration;

(2) make such additions, changes, and corrections to the Replacements, Repairs, or Restoration as shall be necessary or desirable to complete the Replacements, Repairs, or Restoration;

(3) employ such contractors, subcontractors, agents, architects, and inspectors as shall be required for such purposes;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 82
Article 14	07-21	© 2021 Fannie Mae

(6) appear in and prosecute any action arising from any insurance policies;

(7) collect and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds;

(8) commence, appear in, and prosecute, in Lender’s or Borrower’s name, any Condemnation Action;

(9) settle or compromise any claim in connection with any Condemnation Action;

(10) execute all applications and certificates in the name of Borrower which may be required by any of the contract documents;

(11) prosecute and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged Property;

(12) take such actions as are permitted in this Loan Agreement and any other Loan Documents;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 83
Article 14	07-21	© 2021 Fannie Mae

(d) Borrower Waivers.

If more than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other Borrower, hereby agrees that Lender, in its discretion, may:

(1) bring suit against Borrower, or any one or more of Borrower, jointly and severally, or against any one or more of them;

(2) compromise or settle with any one or more of the persons constituting Borrower, for such consideration as Lender may deem proper;

(3) release one or more of the persons constituting Borrower, from liability; or

(4) otherwise deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from any Borrower the full amount of the Indebtedness.

Section 14.04 Waiver of Marshaling.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 84
Article 14	07-21	© 2021 Fannie Mae

Article 15 - MISCELLANEOUS

Section 15.01 Governing Law; Consent to Jurisdiction and Venue.

(a) Governing Law.

(b) Venue.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 85
Article 15	07-21	© 2021 Fannie Mae

Section 15.02 Notice.

(a) Process of Serving Notice.

Except as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other Loan Document 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;

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

(2) addressed to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and

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

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

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 86
Article 15	07-21	© 2021 Fannie Mae

(b) Change of Address.

Any required notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance with this Section 15.02.

(d) Receipt of Notices.

Section 15.03 Successors and Assigns Bound; Sale of Mortgage Loan.

(a) Binding Agreement.

(b) Sale of Mortgage Loan; Change of Servicer.

Section 15.04 Counterparts.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 87
Article 15	07-21	© 2021 Fannie Mae

Section 15.05 Joint and Several (or Solidary) Liability.

If more than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead for purposes of Louisiana law).

Section 15.06 Relationship of Parties; No Third Party Beneficiary.

(a) Solely Creditor and Debtor.

(b) No Third Party Beneficiaries.

(2) Borrower shall not be a third party beneficiary of any Servicing Arrangement; and

(3) no payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.

Section 15.07 Severability; Entire Agreement; Amendments.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 88
Article 15	07-21	© 2021 Fannie Mae

Section 15.08 Construction.

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

(c) Any reference in this Loan Agreement 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 Loan Agreement includes the plural and use of the plural includes the singular.

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

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

Section 15.09 Mortgage Loan Servicing.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 89
Article 15	07-21	© 2021 Fannie Mae

Section 15.10 Disclosure of Information.

Section 15.11 Waiver; Conflict.

Section 15.12 No Reliance.

Borrower acknowledges, represents, and warrants that:

(a) it understands the nature and structure of the transactions contemplated by this Loan Agreement and the other Loan Documents;

(b) it is familiar with the provisions of all of the documents and instruments relating to such transactions;

(c) it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property;

(d) it has had the opportunity to consult counsel; and

Section 15.13 Subrogation.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 90
Article 15	07-21	© 2021 Fannie Mae

Section 15.14 Counting of Days.

Section 15.15 Revival and Reinstatement of Indebtedness.

Section 15.16 Time is of the Essence.

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

Section 15.17 Final Agreement.

Section 15.18 WAIVER OF TRIAL BY JURY.

Section 15.19 Tax Savings Clause.

Notwithstanding anything to the contrary herein, no modification to the Loan Documents (whether in connection with a Transfer or otherwise) shall result in an Adverse Tax Event.

[Remainder of Page Intentionally Blank]

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 91
Article 15	07-21	© 2021 Fannie Mae

BORROWER:

ARC MHP LLC, a
South Carolina limited liability company

By:	Manufactured Housing Properties Inc., a
	Nevada corporation, its Sole Member

	By:	/s/ John W. Wardlaw III (SEAL)
	Name:	John W. Wardlaw III
	Title:	President

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page S-1
Signature Page	07-21	© 2021 Fannie Mae

	LENDER:

	KEYBANK NATIONAL ASSOCIATION, a
	national banking association

	By:	/s/ Crystal L. Williams(SEAL)
	Name:	Crystal L. Williams
	Title:	Senior Vice President

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page S-2
Signature Page	07-21	© 2021 Fannie Mae

SCHEDULES AND EXHIBITS

Schedules

Schedule 1	Definitions Schedule (required)	Form 6101.FR
Schedule 2	Summary of Loan Terms (required)	Form 6102.FR
Addenda to Schedule 2	Summary of Loan Terms (Manufactured Housing Community)	Form 6102.01
Schedule 3	Schedule of Interest Rate Type Provisions (required)	Form 6103.FR
Schedule 4	Prepayment Premium Schedule (required)	Form 6104.01
Schedule 5	Required Replacement Schedule (required)
Schedule 6	Required Repair Schedule (required)
Schedule 7	Exceptions to Representations and Warranties Schedule (required)
Schedule 8	Ownership Interests Schedule

Exhibits

Exhibit A	Modifications to Multifamily Loan and Security Agreement (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6203
Exhibit B	Modifications to Multifamily Loan and Security Agreement (Manufactured Housing Community)	Form 6208
Exhibit C	Modifications to Multifamily Loan and Security Agreement (Legal Non-Conforming Status)	Form 6275

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedules and Exhibits	07-21	© 2021 Fannie Mae

	/s/ JW
	Borrower Initials

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Initial Page
Schedules and Exhibits	07-21	© 2021 Fannie Mae

SCHEDULE 1 TO

MULTIFAMILY LOAN AND SECURITY AGREEMENT

Definitions Schedule

(Interest Rate Type – Fixed Rate)

Capitalized terms used in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.

“Amortization Period” has the meaning set forth in the Summary of Loan Terms.

“Amortization Type” has the meaning set forth in the Summary of Loan Terms.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means any one or more of the following:

(a) the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;

(b) the acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts generally as they mature;

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 1
Schedule 1	07-21	© 2021 Fannie Mae

(d) the commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or

“Borrower Affiliate” means, as to Borrower, Guarantor or Key Principal:

(a) any Person that owns any direct ownership interest in Borrower, Guarantor or Key Principal;

(b) any Person that indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in Borrower, Guarantor or Key Principal;

(d) any entity in which Borrower, Guarantor or Key Principal directly or indirectly owns, with the power to vote, twenty percent (20%) or more of the ownership interests in such entity; or

(e) any other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 2
Schedule 1	07-21	© 2021 Fannie Mae

“Borrower’s General Business Address” has the meaning set forth in the Summary of Loan Terms.

“Borrower’s Notice Address” has the meaning set forth in the Summary of Loan Terms.

“Cash Management Account” has the meaning set forth in Section 6.02(f)(2).

“Collateral Account” means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to the Loan Agreement, including the Reserve/Escrow Account.

“Collateral Account Funds” means, collectively, the funds on deposit in any Collateral Account, including the Reserve/Escrow Account Funds.

“Completion Period” has the meaning set forth in the Summary of Loan Terms.

“Condemnation Action” has the meaning set forth in the Security Instrument.

“DACA” has the meaning set forth in Section 6.02(f)(1).

“Debt Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument or any other Loan Document.

Multifamily Loan and Security Agreement (Non-Recourse)	Form 6001.NR	Page 3
Schedule 1	07-21	© 2021 Fannie Mae