Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made on June 24, 2022 (the “Effective Date”), by and between RANDY NORRIS BAILEY and MICHELLE E. BAILEY, Husband and Wife, (“Sellers”), MACRAL Properties, LLC., a North Carolina limited liability company (the “Company” or “MACRAL”) and MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”).

WHEREAS, Sellers hold one hundred percent (100%) of the membership interests (“Membership Interest”) in the MACRAL Properties, LLC;

WHEREAS, Sellers’ Membership Interests are subject to the terms and conditions of a certain Limited Liability Company Operating Agreement among the Company and its members (the “Operating Agreement”); and

WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to acquire from Seller, all of Seller’s Membership Interests in the Company pursuant to the terms and conditions of this Agreement without restrictions, except for those set forth in the Operating Agreement, and encumbrances.

NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Summary of Terms and Defined Terms. The following summary of terms and defined terms are hereby incorporated into this Agreement:

ARTICLE I. DEFINITIONS; CONSTRUCTION.

1.1. Definitions. 

Capitalized terms used in this Agreement, other than those which are defined in the Operating Agreement or the body of this Agreement, are defined in Summary of Terms and Defined Terms above and Exhibit E. hereto. Capitalized terms not otherwise defined herein or in Exhibit E shall have the respective meanings set forth in the Operating Agreement.

1.2. Construction. 

Except as otherwise expressly provided herein, the following rules of construction apply to this Agreement: (a) the singular includes the plural and the plural includes the singular except when the context otherwise requires; (b) “include” and “including” are not limiting; (c) a reference to any agreement or contract includes exhibits, schedules, and permitted supplements and amendments thereto; (d) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (e) a reference to a Person includes such Person’s permitted successors and assigns; and (f) unless the context otherwise requires, a reference in this Agreement to an Article, Section, Paragraph, Exhibit, or Schedule is to the respective Article, Section, Paragraph, Exhibit, or Schedule of or to this Agreement.

ARTICLE II. SALE AND PURCHASE OF MEMBERSHIP INTERESTS; CLOSING.

2.1. Sale and Purchase of Membership Interests. 

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, and transfer to Buyer, and Buyer shall purchase from Sellers, all of the Membership Interests in the Company held by Sellers (the “Membership Interest”).

(b) The purchase price for the Membership Interest shall be $2,000,000.00 (the “Purchase Price”), payable as follows: $15,000.00 (the “Earnest Money”) deposit due within 10 days after the Effective Date and balance due at closing.

(c) After giving effect to the sale and purchase under this Section 2.1. and the completion of the Closing, Buyer shall be the substituted Member in the Company pursuant to the terms of the Operating Agreement, holding 100% (the “Membership Interests”) in the Company as set forth opposite Buyer’s name in the Operating Agreement.

(d) Buyer has paid Sellers the sum of $250.00, the receipt of which is hereby acknowledged by Sellers, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Sellers’ possession. Upon the completion of Sellers’ delivery to Buyer of all such Due Diligence Materials, Buyer and Sellers shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Sellers shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Sellers agree to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Sellers harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Sellers or their agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Sellers at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction during the first thirty (30) days of the Due Diligence Period, and only if completed third-reports are unacceptable during the last forty-five (45) days of the Due Diligence Period. In such event, Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

2.2. Closing. 

The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at 136 Main Street, Pineville, NC 28134, , or such other place agreed to by the parties hereto, on such date and at such time as agreed to by the parties hereto (such date of the Closing being hereinafter called the “Closing Date”). At the Closing, and upon the terms and subject to the conditions set forth in this Agreement, the parties to this Agreement shall take the following actions, which deliveries and actions shall be deemed to have occurred simultaneously and to constitute the Closing hereunder:

a) Sellers and Buyer shall execute and deliver the Assignment in similar form and terms as identified in Exhibit D pursuant to which Sellers shall assign and deliver 100% of the Membership Interests to Buyer; and

(b) Buyer shall pay Sellers the Purchase Price by wire transfer in immediately available funds to a bank account designated by Sellers.

The Closing shall not be deemed to have occurred until each of the deliveries and actions described in this Section 2.2. has occurred and any other conditions set forth in Article VI. shall have been satisfied or waived by the party entitled to the benefit thereof.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

BY THE COMPANY, AND BY SELLERS RELATING TO THE COMPANY.

As inducement to Buyer to enter into this Agreement, Sellers and the Company represents and warrant to Buyer as follows:

3.1. Existence and Power. 

(a) The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of North Carolina and has all requisite power and authority to carry on its business as it has been and is currently conducted as of the date hereof and as contemplated by the Operating Agreement. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of its business makes such licensing or qualification necessary.

(b) Sellers have heretofore furnished to Buyer a complete and correct copy of the Company’s Articles of Organization and the Operating Agreement, each as amended to date, each of which is in full force and effect. The Company is not in violation of any of the provisions of the Articles of Organization or the Operating Agreement except where such violation would not, individually or in the aggregate, have a material adverse effect on the Company.

(c) Neither the execution, delivery, and performance of this Agreement nor the consummation by Sellers of the transactions contemplated hereby (i) conflicts with or violates the Articles of Organization or the Operating Agreement or (ii) results in the creation or imposition of any Encumbrance upon any property or assets of the Company.

3.2. Litigation. 

There is no action, suit, or proceeding pending or, to the best knowledge of Sellers after due inquiry, investigation pending or action, suit, proceeding, or investigation threatened against the Company or any subsidiary or any of their assets in any court or before any governmental department, board, agency, or instrumentality or any arbitrator as to which there is a reasonable possibility of an adverse determination which would materially impair the Company’s or any such subsidiary’s, as the case may be, ability to perform its obligations under the Operating Agreement or would have a material adverse effect on the Company or such subsidiary, as the case may be. Additionally, the Company currently has no debt, liability, obligation or commitment, absolute or contingent, known or unknown, relating to or connected with the MACRAL Membership Interests, other than what is specifically disclosed in writing by Sellers prior to Closing.  

3.3. Activities. 

The Company has not engaged in any business or activity of any kind other than the business and activities expressly contemplated and permitted by the Operating Agreement.

3.4. Tax Matters. 

(a) All Tax Returns required to be filed by the Company have been accurately prepared in all material respects and timely filed and all Taxes for which the Company may be held liable (other than the Taxes referred to in the next sentence) have been paid or accrued within the prescribed period or any extension thereof. All Taxes required to be withheld by the Company, including, but not limited to, Taxes arising as a result of payments (or amounts allocable) to foreign partners or foreign persons or to employees of the Company have been collected and withheld, and have been either paid to the respective governmental agencies, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books and records of the employer.

(b) Except as would not, individually or in the aggregate, have a material adverse effect, there are no Tax liens upon any property of the Company or any subsidiary except for liens for current Taxes not yet due and payable.

(c) The Company qualifies (and has since the date of its organization qualified) and, giving effect to the terms of the Operating Agreement, will qualify immediately after the Closing Date, to be treated as a partnership for federal income tax purposes, and none of the Company or any former Member or any taxing authority has taken a position inconsistent with such treatment.

(d) None of the Company’s payroll, property, or receipts or other factors used in a particular state’s apportionment or allocation formula results in an apportionment or allocation of business income to any state other than North Carolina, and the Company has no nonbusiness income that is allocated, apportioned, or otherwise sourced to any state other than North Carolina.

3.5. Title to Membership Interests. 

The Sellers own, possess and have good and marketable title to the Company Membership Interests free and clear of all liens, leases, pledges, charges, encumbrances, equities, covenants, conditions, restrictions or claims of every nature and kind whatsoever.  

3.6. Legal Requirements. 

The Sellers have all requisite power, authority and approvals to transfer ownership of the Company’s Membership Interests.  The Sellers are the only Members and the Company is in good standing with the State of North Carolina and have complied and will continue to comply with all applicable federal, state or local statutes, laws and regulations, if any, with respect to its operations and ownership of the Company’s Membership Interests.

3.7 Inquiry.

The Sellers and the Company’s manager and representatives have been given the opportunity to conduct satisfactory due diligence of Buyer, and have been given the opportunity to speak with Buyer’s management during their due diligence.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLERS.

As an inducement to Buyer to enter into this Agreement, Sellers represent and warrant to Buyer as follows:

4.1. Existence and Power. 

The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina and have the power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Further, pursuant to Article X of the Operating Agreement the execution, delivery, and performance of this Agreement has been duly authorized by all necessary Company actions. After due authorization, execution, and delivery by Buyer, this Agreement has been duly executed and delivered by Sellers and constitutes the legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms.

4.2. No Conflict; Required Filings and Consents. 

Neither the execution, delivery and performance of this Agreement nor the consummation by Sellers of the transactions contemplated hereby (a) conflicts with or violates (i) any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to Sellers, (ii) the Articles of Organization of Sellers, or (iii) any contract, agreement, instrument, mortgage, note, lease or other arrangement binding on or affecting Sellers or any of its property; (b) requires any consent, authorization or approval under any contract, agreement, instrument, mortgage, note, lease or other arrangement to which Sellers or any of its property is bound; or (c) results in the creation or imposition of any Encumbrance upon any property of Sellers.

4.3. Governmental Authorizations. 

Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by Sellers under this Agreement or the consummation by Sellers of any transaction contemplated hereby has been completed, made, or obtained on or before the date of this Agreement.

4.4. Litigation. 

There is no action, suit, or proceeding pending or, to the best knowledge of Sellers after due inquiry, investigation pending or action, suit, proceeding or investigation threatened against or affecting Sellers or any of its property, in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which, if adversely determined, would materially impair Sellers’ ability to perform its obligations under this Agreement or would have a material adverse effect on the consolidated financial condition of Sellers.

4.5. Company Matters. 

Upon the Closing, Sellers will transfer good, valid, and marketable title in the Membership Interests to Buyer, free and clear of any Encumbrance, and the Membership Interest shall constitute all and 100% of Membership Interests in the Company.

4.6. Brokers. 

No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of Sellers.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE BUYER.

As an inducement to Sellers to enter in this Agreement, Buyer represents, warrants and agrees to and with Sellers as follows:

5.1. Existence and Power. 

Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina and has corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate action. Assuming due authorization, execution, and delivery by Sellers, this Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

5.2. No Conflict; Required Filings and Consents. 

Neither the execution, delivery, and performance of this Agreement nor the consummation by Buyer of the transactions contemplated hereby (a) conflicts with or violates (i) any law, regulation, order, writ, injunction, decree, determination or award of any court, any government department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to Buyer, other than any law, regulation, or order with respect to which Buyer would not have been subject but for its ownership of the Membership Interest, (ii) the Articles of Organization of Buyer, or (iii) any contract, agreement, instrument, mortgage, note, lease, or other arrangement binding on or affecting buyer or any of its property; (b) requires (i) any consent, authorization, or approval under any contract, agreement, instrument, mortgage, note, lease or other arrangement to which buyer or any of its property is bound or (ii) any consent, approval, exemption, authorization or permit of, filing with or notification to, or other action by, any court, administrative agency, governmental or regulatory authority, domestic or foreign, other than any consent, authorization or permit of, filing with or notification to, any governmental or regulatory authority applicable to buyer solely by reason of its purchase of the Membership Interest; or (c) results in the creation or imposition of any Encumbrance upon any property of buyer.

5.3. Brokers. 

No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of Buyer.

5.4. United States Securities Law Compliance. 

Buyers acknowledge that the offering and sale of the Membership Interests is intended to be exempted from registration under the Securities Act of 1933, as amended (the “Securities Act”). Buyer understands and agrees that Buyer will sell or otherwise transfer its Membership Interest or any portion thereof only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration thereunder and otherwise in a manner which does not violate the securities laws of any State of the United States. Buyer understands that the Company is under no obligation to register any interest in the Company on behalf of Buyer or to assist Buyer in complying with any exemption from registration under the Securities Act or under any other applicable securities laws. Buyer also understands that sales or transfers of its Membership Interest are further restricted by the provisions of the Operating Agreement and the securities laws of the States of the United States.

5.5. Purchase for Own Account. 

Buyer is acquiring the Membership Interests for Buyer’s own account as principal, for investment and not with a view to, or for the resale, distribution, or fractionalization thereof, in whole or in part, and no other Person has any direct or indirect beneficial interest in Buyer’s Membership Interests in the Company other than (a) as contemplated by the Operating Agreement or (b) in connection with the financing agreements to be entered into by Buyer, the proceeds of which are to be used by Buyer to purchase the Membership Interests.

5.6. Accredited Investor, Etc. 

Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. Buyer has such knowledge and experience in financial, tax and business matters that it is capable of evaluating the merits and risks of its purchase of the Membership Interest.

ARTICLE VI. CONDITIONS PRECEDENT.

6.1. Conditions to Buyer’s Obligation. 

In addition to the other requirements set forth herein, the obligation of Buyer to purchase the Membership Interest hereunder shall be subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent:

(a) Prohibition. There shall have been no order or preliminary or permanent injunction entered in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority which has jurisdiction over the enforcement of any applicable laws making illegal or prohibiting the consummation of the transactions hereunder.

(b) Representations and Warranties. The representations and warranties of Sellers in this Agreement shall be true, complete and correct in all respects on and as of the Closing Date and Buyer shall have received a certificate to that effect dated the Closing Date and executed by Sellers.

6.2. Conditions to Sellers’ Obligation. 

In addition to the other requirements set forth herein, the obligation of Sellers to sell the Membership Interests to Buyer shall be subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent:

(a) Prohibition. There shall have been no order or preliminary or permanent injunction entered in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority (which has jurisdiction over the enforcement of any applicable laws) making illegal the consummation of any of the transactions hereunder.

(b) Representations and Warranties. The representations and warranties of Buyer in this Agreement shall be true, complete and correct in all respects on and as of the Closing Date and Sellers shall have received a certificate to that effect dated the Closing Date and executed by Buyer.

(c) Purchase of RON-RAN ENTERPRISES, L.L.C. Seller must simultaneously close its purchase of Randy Norris Bailey’s Membership Interest in RON-RAN ENTERPRISES, L.L.C. pursuant to Membership Interest Purchase Agreement dated June 24, 2022.

ARTICLE VII. INDEMNIFICATION.

7.1. Indemnification by Buyer. 

Buyer shall defend and promptly indemnify Sellers and save Sellers harmless from, against, for and in respect of, and shall pay all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs and expenses, including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to, any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Sellers by reason of any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by Buyer hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect.

7.2. Indemnification by Sellers. 

Sellers shall defend and promptly indemnify Buyer and save and hold it harmless from, against, for and in respect of, and pay any and all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs and expenses, including without limitation, reasonable attorneys’ fees and other costs and expenses incident to, any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Buyer by reason of any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by Sellers hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect.

7.3. Procedure. 

For purposes of this Article VII., the party entitled to indemnification shall be known as the “Injured Party” and the party required to indemnify shall be known as the “Other Party.” In the event that the Other Party shall be obligated to the Injured Party pursuant to this Article VII., or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Other Party may become obligated to the Injured Party hereunder, the Injured Party shall give prompt written notice to the Other Party of the occurrence of such event. The Other Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding at the Other Party’s own cost and expense, which may include insurance coverage. The Injured Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choice. In the event that the Other Party fails to timely defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Injured Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settlement thereof and recover the entire cost thereof from the Other Party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid.

7.4. Other Remedies. 

The remedies provided by this Article VII. are in addition to, and not in lieu of, such other remedies as may be available under applicable laws.  Without limitation, the Buyer is entitled to enforce this Agreement by specific enforcement without the necessity of demonstrating inadequacy of damages or irreparable harm.

7.5. Payment. 

Claims for indemnification involving the payment of money will be paid within ninety (90) days after written notification thereof.  Claims for indemnification involving amounts due to third parties will be promptly paid when due, subject to the right to contest the same in good faith.  Unpaid claims will incur interest at a floating rate of interest equal to the prime rate published from time to time in The Wall Street Journal.

7.6. Survival of Representations and Warranties. 

The covenants, agreements, indemnification obligations, representations, and warranties of each of the parties hereto shall survive the Closing for one (1) year after the Closing Date.

ARTICLE VIII. TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by:  (a) mutual consent of the parties; (b) the Buyer if the Buyer is not in default during the Due Diligence Period only; (c) the Sellers if the Sellers is not in default.  In the event of termination, written notice thereof will be given to the other party or parties specifying the provision pursuant to which such termination is made.  On termination pursuant to this Article VIII, this Agreement will become void and have no effect and there will be no liability hereunder on the part of the Buyer or the Sellers or any of their respective officers, directors, employees, agents, stockholders or principals.

ARTICLE IX. DEFAULT

If a party fails to perform any obligation contained in this Agreement, the party claiming default will serve written notice to the other party specifying the nature of such default and demanding performance.  If such default has not been cured within fifteen (15) business days after receipt of such default notice, (a) the non-defaulting Seller shall be entitled to retain the Earnest Money as liquidated damages (“Liquidated Damages”). It is acknowledged by the parties that the amount of Liquidate Damages is compensatory and not punitive, such amount being a reasonable estimation of the actual loss of Seller would incur as the result of this Agreement by Buyer and does not constitute a penalty; (b) the non-defaulting Buyer may elect to terminate this Agreement as a result of such breach and be entitled to the return of the Earnest Money or shall be entitled to specific performance of the Agreement.

ARTICLE X. CONDEMNATION OR CASUALTY.

10.1 Condemnation.

(a) In the event that all or any significant portion of the real property or personal property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any significant portion of any real property or personal property prior to Closing, either party may elect to terminate this Contract by written notice thereof to the other party within ten (10) days after such party is notified of the condemnation, taking or deed in lieu or institution of such condemnation proceeding. Upon termination of this Contract as provided in this Section 9.1(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If neither party terminates this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event the LLC shall have the rights set forth in the Lease (including, without limitation, the rights, if any exist, of the landlord to receive condemnation proceeds with respect to such condemnation or taking) and there shall be no reduction in the Purchase Price. For purposes of this Section 9.1(a), “significant portion” of the real property or personal property shall be deemed to be any portion of the real property or personal property which, if subject to a condemnation, eminent domain or similar proceeding, gives rise to the right of the Tenant under the Lease to terminate such Lease or the right of Lender to demand payment in full of the related Loan.

(b) In the event that less than a significant portion of any real property or personal property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the subject of a condemnation proceeding, neither party shall have the right to terminate this Contract and the Closing shall occur with no reduction of the Purchase Price, and any award or payment made therefor shall be paid as provided in the related Lease and Loan Documents.

10.2 Casualty.

(a) In the event that all or any substantial portion of the real property or personal property shall be damaged or destroyed by fire or other casualty prior to Closing, either party may terminate this Contract by written notice thereof to the other party within ten (10) days after such party is notified of the casualty. Upon termination of this Contract as provided in this Section 9.2(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If neither party terminates this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event the LLC shall have the rights set forth in the Lease (including, without limitation, the rights, if any exist, of the landlord to receive insurance proceeds with respect to such casualty) and there shall be no reduction in the Net Purchase Price. In the event less than a substantial portion of any Parcel shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the third sentence in this Section 9.2(a).

(b) For the purposes of Section 9.2(a), a “substantial portion” of the real property or personal property shall be deemed to be any portion of such real property or personal property with either a fair market value or replacement cost equal to or greater than twenty-five percent (25%) of the outstanding principal balance of the Loan at the time of the casualty, or which gives rise to the right of the Tenant under the Lease to terminate such Lease or the right of Lender to demand payment in full of the related Loan.

ARTICLE XI. MISCELLANEOUS.

11.1. Amendments. 

No amendment, modification, or waiver of any provision of this Agreement or consent to any departure from the terms of this Agreement by any party hereto shall be effective unless the same shall be in writing and signed by all the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

11.2. Notices. 

All notices, requests, claims, demands, and other communications provided for or permitted hereunder shall be in writing including facsimile communication)and faxed, mailed registered, first-class mail, postage and charges prepaid) or delivered personally to the address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as shall be designated by a party in a written notice to the other parties. All such notices and communications shall, when mailed or faxed, be effective when received at the relevant address. Faxed communications must be followed by a hard copy of such faxed communication sent by first class mail, postage and charges prepaid.

11.3. No Waiver; Remedies. 

Waiver of performance of any obligation or term contained in this Agreement by any party, or waiver by one party of the other’s default hereunder will not operate as a waiver of performance of any other obligation or term of this Agreement or a future waiver of the same obligation or a waiver of any future default.

11.4. Binding Effect. 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.5 Assignment.

Buyer may assign its rights under this Contract to an entity controlling, controlled by, or under common control with Buyer without the prior written consent of Sellers; provided, that any such assignment must be made in a timely manner; and, provided, further, that Buyer must immediately provide Sellers with a copy of any instrument assigning this Contract.

11.6. Severability. 

Each provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

11.7. Counterparts. 

This Agreement may be signed in any number of counterparts, each of which shall be an original and, when taken together, shall constitute one agreement. Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the parties to the same extent as original signatures.

11.8. Consent to Jurisdiction. 

Sellers and Buyer each (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of North Carolina in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or shall affect its right to bring any action in any other court.

11.9. Governing Law. 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina, regardless of the law that might otherwise govern under applicable principles of conflict of laws thereof.

11.10. Headings. 

The various Article, Section, and Paragraph headings in this Agreement are included herein for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and shall not be considered in interpreting this Agreement.

11.11. Entire Agreement. 

This Agreement, including the Exhibits and Schedules hereto, and the Operating Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior agreements, representations, warranties and understandings between or among the parties with respect to such subject matter.

12.11. Covenant not to Compete.

For five (5) years (“Specified Time”) in North Carolina in the county where the Property is located at Country Road MHP, 665 Mt Olivet Church Road, Franklinton, NC 27525, Sellers may not directly or indirectly engage, invest in, own, manage, operate, control or participate in the ownership, management, development, operation or control of, any business, trade or occupation which engages in the Business or any activities directly competitive with the Company.” The “Business” means the operation, management and ownership of manufactured housing or homes which the Company currently owns or holds title. See Section 57D-2-32 of the North Carolina Limited Liability Company Act.

11.12. Attorney Fees. 

If any party institutes an action or proceeding against any other party relating to the provisions of this Agreement, the party to such action or proceeding which does not prevail will reimburse the prevailing party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the prevailing party.

INTENDING TO BE BOUND, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[The remainder of this page as been intentionally left blank.]

EXHIBIT A.

Legal Description of Real Property of the Company

EXHIBIT B

Due Diligence Materials

The following shall be incorporated into this Agreement.

EXHBIT C

Park-Owned Homes Descriptions and other Assets

EXHIBIT D

BILL OF SALE AND ASSIGNMENT

OF MEMBERSHIP INTEREST.

KNOW ALL MEN BY THESE PRESENTS THAT MACRAL Properties, LLC, a North Carolina limited liability company (the “Company”) and RANDY NORRIS BAILEY and MICHELLE E. BAILEY, Husband and Wife (the “Sellers”) hereby warrant to MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”), that Randy Norris Bailey and Michelle E. Bailey are the only Members of, and the holder of a 100% limited liability company Membership Interest in MACRAL Properties, LLC, a North Carolina limited liability company (“Membership Interest”).

THAT for good and valuable consideration, receipt of which is hereby acknowledged, Sellers do hereby sell, assign, transfer, convey, grant, bargain, set over, releases, deliver, and confirm the Membership Interest in the Company unto Buyer, its successors and assigns, free and clear of all Encumbrances (as such term is defined in the Limited Liability Company Membership Interest Purchase Agreement between Sellers and Buyer dated as of the date hereof (the “MIPA”)) and Buyer hereby accepts from Sellers the Membership Interest and agrees to become a substitute member of the Company.

TO HAVE AND TO HOLD the same unto Buyer, forever.

THIS Assignment is delivered pursuant to the MIPA, is subject to the terms and conditions thereof including the representations and warranties of title to the Membership Interest set forth therein, and is governed by the laws of the State of North Carolina.

INTENDING TO BE BOUND, Sellers has caused this Assignment to be duly executed as of the 14^th day of November 2022.

EXHIBIT E

Definitions

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

(A) “Act” means the North Carolina Limited Liability Company Act, as the same may be amended from time to time.

(B) “Adjusted Capital Account” means, with respect to a Member, the balance in such Member’s Capital Account at the end of the relevant fiscal year, as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

(C) “Articles of Organization” means the Articles of Organization of the Company filed with the Secretary of State, as amended or restated from time to time.

(D) “Capital Account” means for each Member the account established pursuant to Section 8.2 hereof and maintained in accordance with the provisions of this Agreement.

(E) “Capital Contribution” means any contribution to the capital of the Company in cash or property by a Member whenever made.

(F) “Code” means the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

(G) “Distributable Cash” means, with respect to the Company for a period of time, all funds of the Company on hand or in bank accounts of the Company, as in the discretion of the Managers, that are available for distribution to the Members after provision has been made for (i) payment of all operating expenses of the Company as of such time; (ii) provision for payment of all outstanding and unpaid current obligations of the Company as of such time; and (iii) provision for such reserves as the Managers deem necessary or appropriate for Company Operations.

(H) “Encumbrance” shall mean any pledge, mortgage, hypothecate, granting of a security interest in or other encumber the Property or Membership Interest(s).

(I) “Fiscal Year” means the calendar year; provided that the first Fiscal Year of the Company shall commence on _________________, 2016, and continue through ______________, 2016.

(J) “Income” means, for each Fiscal Year or other period, each item of income and gain as determined, recognized and classified for federal income tax purposes, provided that any income or gain that is exempt from federal income tax shall be included as if it was an item of taxable income.

(K) “Initial Capital Contribution” means the initial contribution to the capital of the Company made by a Member pursuant to Section 8.1(a) of this Agreement.

(L) “Loss” means, for each Fiscal Year or other period, each item of loss or deduction as determined, recognized and classified for federal income tax purposes, increased by (i) expenditures described in Section 705(a)(2)(8) of the Code; (ii) expenditures contemplated by Section 709 of the Code (except for amounts with respect to which an election is properly made under Section 709(b) of the Code); and (iii) expenditures resulting in a deduction for a loss incurred in connection with the sale or exchange of Company property that is disallowed to the Company under Section 267(a)(1) or Section 707(b).

(M) “Majority” means, with respect to any referenced group of Managers, a combination of any of such Managers constituting more than fifty (50%) percent of the number of Managers of such referenced group who are then elected and qualified.

(N) “Majority in Interest” means, with respect to any referenced group of Members, a combination of any of such Members who, in the aggregate, own more than fifty (50%) percent of the Membership interest owned by all of such referenced group of Members.

(O) “Manager” means each initial Member named in the Articles of Organization of the Company, or any other Person that succeeds such Manager in their capacity as Manager or any other Persons who are elected to act as Manager of the Company as provided herein. “Managers” refers to such Persons as a group.

(0) “Member” means each Person designated as a Member of the Company on Schedule I in the Operating Agreement, or any additional Member admitted as a Member of the Company in accordance with Article X. “Members” refers to such Persons as a group.

(P) “Membership Interest” means all of a Member’s rights in the Company, including without limitation, the Member’s share of the profits and losses of the Company, the right to receive distributions of the Company’s assets, any right to vote and any right to participate in the management of the Company as provided in the Act and this Agreement. As to any Member, Membership Interest shall mean the percentage set forth opposite such Member’s name on Schedule I attached hereto.

(Q) “Net Income” and “Net Loss” means for each Fiscal Year or other relevant period; (i) the excess of the Income for such period over the Loss for such period; or (ii) the excess of the Loss for such period over the Income for such period, respectively; provided, however, that Net Income and Net Loss for a Fiscal Year or relevant period shall be computed by excluding from such computation any Income specially allocated under Section 8.1.

(R) “Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

(S) “Secretary of State” means the Secretary of State of North Carolina.

(T) “Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Page 19 of 19

Exhibit 10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made on June 24, 2022 (the “Effective Date”), by and between RANDY NORRIS BAILEY (“Seller”), RON-RAN ENTERPRISES L.L.C., a North Carolina limited liability company (the “Company” or “Ron-Ran”) and MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”).

WHEREAS, Seller holds one hundred percent (100%) of the membership interests (“Membership Interest”) in the RON-RAN ENTERPRISES, LLC;

WHEREAS, Seller’s Membership Interests are subject to the terms and conditions of a certain Limited Liability Company Operating Agreement among the Company and its members (the “Operating Agreement”); and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to acquire from Seller, all of Seller’s Membership Interests in the Company pursuant to the terms and conditions of this Agreement without restrictions, except for those set forth in the Operating Agreement, and encumbrances.

NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Summary of Terms and Defined Terms. The following summary of terms and defined terms are hereby incorporated into this Agreement:

ARTICLE I. DEFINITIONS; CONSTRUCTION.

1.1. Definitions. 

Capitalized terms used in this Agreement, other than those which are defined in the Operating Agreement or the body of this Agreement, are defined in Summary of Terms and Defined Terms above and Exhibit E. hereto. Capitalized terms not otherwise defined herein or in Exhibit E shall have the respective meanings set forth in the Operating Agreement.

1.2. Construction. 

Except as otherwise expressly provided herein, the following rules of construction apply to this Agreement: (a) the singular includes the plural and the plural includes the singular except when the context otherwise requires; (b) “include” and “including” are not limiting; (c) a reference to any agreement or contract includes exhibits, schedules, and permitted supplements and amendments thereto; (d) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (e) a reference to a Person includes such Person’s permitted successors and assigns; and (f) unless the context otherwise requires, a reference in this Agreement to an Article, Section, Paragraph, Exhibit, or Schedule is to the respective Article, Section, Paragraph, Exhibit, or Schedule of or to this Agreement.

ARTICLE II. SALE AND PURCHASE OF MEMBERSHIP INTEREST; CLOSING.

2.1. Sale and Purchase of Membership Interest. 

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, and transfer to Buyer, and Buyer shall purchase from Seller, all of the Membership Interest in the Company held by Seller (the “Membership Interest”).

(b) The purchase price for the Membership Interest shall be $2,500,000.00 (the “Purchase Price”), payable as follows: $15,000.00 (the “Earnest Money”) deposit due within 10 days after the Effective Date and balance due at closing.

(c) After giving effect to the sale and purchase under this Section 2.1. and the completion of the Closing, Buyer shall be the substituted Member in the Company pursuant to the terms of the Operating Agreement, holding 100% (the “Membership Interests”) in the Company as set forth opposite Buyer’s name in the Operating Agreement.

(d) Buyer has paid Seller the sum of $250.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or his agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction during the first thirty (30) days of the Due Diligence Period, and only if completed third-reports are unacceptable during the last forty-five (45) days of the Due Diligence Period. In such event, Holder shall promptly refund the Earnest Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement.

2.2. Closing. 

The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at 136 Main Street, Pineville, NC 28134, or such other place agreed to by the parties hereto, on such date and at such time as agreed to by the parties hereto (such date of the Closing being hereinafter called the “Closing Date”). At the Closing, and upon the terms and subject to the conditions set forth in this Agreement, the parties to this Agreement shall take the following actions, which deliveries and actions shall be deemed to have occurred simultaneously and to constitute the Closing hereunder:

(a) Seller and Buyer shall execute and deliver the Assignment in similar form and terms as identified in Exhibit D pursuant to which Seller shall assign and deliver 100% of the Membership Interest to Buyer; and

(b) Buyer shall pay Seller the Purchase Price by wire transfer in immediately available funds to a bank account designated by Seller.

The Closing shall not be deemed to have occurred until each of the deliveries and actions described in this Section 2.2. has occurred and any other conditions set forth in Article VI. shall have been satisfied or waived by the party entitled to the benefit thereof.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

BY THE COMPANY, AND BY SELLER RELATING TO THE COMPANY.

As inducement to Buyer to enter into this Agreement, Seller and the Company represents and warrant to Buyer as follows:

3.1. Existence and Power. 

(a) The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of North Carolina and has all requisite power and authority to to carry on its business as it has been and is currently conducted as of the date hereof and as contemplated by the Operating Agreement. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the operation of its business makes such licensing or qualification necessary.

(b) Seller has heretofore furnished to Buyer a complete and correct copy of the Company’s Articles of Organization and the Operating Agreement, each as amended to date, each of which is in full force and effect. The Company is not in violation of any of the provisions of the Articles of Organization or the Operating Agreement except where such violation would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

(c) Neither the execution, delivery, and performance of this Agreement nor the consummation by Seller of the transactions contemplated hereby (i) conflicts with or violates the Articles of Organization or the Operating Agreement or (ii) results in the creation or imposition of any Encumbrance upon any property or assets of the Company.

3.2. Litigation. 

There is no action, suit, or proceeding pending or, to the best knowledge of Seller after due inquiry, investigation pending or action, suit, proceeding, or investigation threatened against the Company or any subsidiary or any of their assets in any court or before any governmental department, board, agency, or instrumentality or any arbitrator as to which there is a reasonable possibility of an adverse determination which would materially impair the Company’s or any such subsidiary’s, as the case may be, ability to perform its obligations under the Operating Agreement or would have a Material Adverse Effect on the Company or such subsidiary, as the case may be. Additionally, the Company currently has no debt, liability, obligation or commitment, absolute or contingent, known or unknown, relating to or connected with the Ron-Ran Membership Interests, other than what is specifically disclosed in writing by Seller prior to Closing.

3.3. Activities. 

The Company has not engaged in any business or activity of any kind other than the business and activities expressly contemplated and permitted by the Operating Agreement.

3.4. Tax Matters. 

(a) All Tax Returns required to be filed by the Company have been accurately prepared in all material respects and timely filed and all Taxes for which the Company may be held liable (other than the Taxes referred to in the next sentence) have been paid or accrued within the prescribed period or any extension thereof. All Taxes required to be withheld by the Company, including, but not limited to, Taxes arising as a result of payments (or amounts allocable) to foreign partners or foreign persons or to employees of the Company have been collected and withheld, and have been either paid to the respective governmental agencies, set aside in accounts for such purpose, or accrued, reserved against and entered upon the books and records of the employer.

(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no Tax liens upon any property of the Company or any subsidiary except for liens for current Taxes not yet due and payable.

(c) The Company qualifies (and has since the date of its organization qualified) and, giving effect to the terms of the Operating Agreement, will qualify immediately after the Closing Date, to be treated as a partnership for federal income tax purposes, and none of the Company or any former Member or any taxing authority has taken a position inconsistent with such treatment.

(d) None of the Company’s payroll, property, or receipts or other factors used in a particular state’s apportionment or allocation formula results in an apportionment or allocation of business income to any state other than North Carolina, and the Company has no nonbusiness income that is allocated, apportioned, or otherwise sourced to any state other than North Carolina.

3.5. Title to Membership Interests.

The Seller owns, possesses and has good and marketable title to the Company Membership Interests free and clear of all liens, leases, pledges, charges, encumbrances, equities, covenants, conditions, restrictions or claims of every nature and kind whatsoever.

3.6. Legal Requirements. 

The Seller has all requisite power, authority and approvals to transfer ownership of the Company’s Membership Interests. The Seller is the only Member and the Company is in good standing with the State of North Carolina and have complied and will continue to comply with all applicable federal, state or local statutes, laws and regulations, if any, with respect to its operations and ownership of the Company’s Membership Interests.

3.7 Inquiry.

The Seller and the Company’s manager and representatives have been given the opportunity to conduct satisfactory due diligence of Buyer, and have been given the opportunity to speak with Buyer’s management during their due diligence.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER.

As an inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows:

4.1. Existence and Power. 

The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina and have the power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Further, pursuant to Article X of the Operating Agreement the execution, delivery, and performance of this Agreement has been duly authorized by all necessary Company actions. After due authorization, execution, and delivery by Buyer, this Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

4.2. No Conflict; Required Filings and Consents. 

Neither the execution, delivery and performance of this Agreement nor the consummation by Seller of the transactions contemplated hereby (a) conflicts with or violates (i) any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to Seller, (ii) the Articles of Organization of Seller, or (iii) any contract, agreement, instrument, mortgage, note, lease or other arrangement binding on or affecting Seller or any of its property; (b) requires any consent, authorization or approval under any contract, agreement, instrument, mortgage, note, lease or other arrangement to which Seller or any of its property is bound; or (c) results in the creation or imposition of any Encumbrance upon any property of Seller.

4.3. Governmental Authorizations. 

Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by Seller under this Agreement or the consummation by Seller of any transaction contemplated hereby has been completed, made, or obtained on or before the date of this Agreement.

4.4. Litigation. 

There is no action, suit, or proceeding pending or, to the best knowledge of Seller after due inquiry, investigation pending or action, suit, proceeding or investigation threatened against or affecting Seller or any of its property, in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which, if adversely determined, would materially impair Seller’s ability to perform its obligations under this Agreement or would have a material adverse effect on the consolidated financial condition of Seller.

4.5. Company Matters. 

Upon the Closing, Seller will transfer good, valid, and marketable title in the Membership Interests to Buyer, free and clear of any Encumbrance, and the Membership Interest shall constitute all and 100% of Membership Interest in the Company.

4.6. Brokers. 

No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of Seller.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE BUYER.

As an inducement to Seller to enter in this Agreement, Buyer represents, warrants and agrees to and with Seller as follows:

5.1. Existence and Power. 

Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina and has corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate action. Assuming due authorization, execution, and delivery by Seller, this Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

5.2. No Conflict; Required Filings and Consents. 

Neither the execution, delivery, and performance of this Agreement nor the consummation by Buyer of the transactions contemplated hereby (a) conflicts with or violates (i) any law, regulation, order, writ, injunction, decree, determination or award of any court, any government department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to Buyer, other than any law, regulation, or order with respect to which Buyer would not have been subject but for its ownership of the Membership Interest, (ii) the Articles of Organization of Buyer, or (iii) any contract, agreement, instrument, mortgage, note, lease, or other arrangement binding on or affecting buyer or any of its property; (b) requires (i) any consent, authorization, or approval under any contract, agreement, instrument, mortgage, note, lease or other arrangement to which buyer or any of its property is bound or (ii) any consent, approval, exemption, authorization or permit of, filing with or notification to, or other action by, any court, administrative agency, governmental or regulatory authority, domestic or foreign, other than any consent, authorization or permit of, filing with or notification to, any governmental or regulatory authority applicable to buyer solely by reason of its purchase of the Membership Interest; or (c) results in the creation or imposition of any Encumbrance upon any property of buyer.

5.3. Brokers. 

No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions hereunder based upon arrangements made by or on behalf of buyer.

5.4. United States Securities Law Compliance. 

Buyer acknowledges that the offering and sale of the Membership Interest is intended to be exempted from registration under the Securities Act of 1933, as amended (the “Securities Act”). Buyer understands and agrees that Buyer will sell or otherwise transfer its Membership Interest or any portion thereof only in accordance with the provisions of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration thereunder and otherwise in a manner which does not violate the securities laws of any State of the United States. Buyer understands that the Company is under no obligation to register any interest in the Company on behalf of Buyer or to assist Buyer in complying with any exemption from registration under the Securities Act or under any other applicable securities laws. Buyer also understands that sales or transfers of its Membership Interest are further restricted by the provisions of the Operating Agreement and the securities laws of the States of the United States.

5.5. Purchase for Own Account. 

Buyer is acquiring the Membership Interest for Buyer’s own account as principal, for investment and not with a view to, or for the resale, distribution, or fractionalization thereof, in whole or in part, and no other Person has any direct or indirect beneficial interest in Buyer’s Membership Interest in the Company other than (a) as contemplated by the Operating Agreement or (b) in connection with the financing agreements to be entered into by Buyer, the proceeds of which are to be used by Buyer to purchase the Membership Interest.

5.6. Accredited Investor, Etc. 

Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. Buyer has such knowledge and experience in financial, tax and business matters that it is capable of evaluating the merits and risks of its purchase of the Membership Interest.

ARTICLE VI. CONDITIONS PRECEDENT.

6.1. Conditions to Buyer’s Obligation. 

In addition to the other requirements set forth herein, the obligation of Buyer to purchase the Membership Interest hereunder shall be subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent:

(a) Prohibition. There shall have been no order or preliminary or permanent injunction entered in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority which has jurisdiction over the enforcement of any applicable laws making illegal or prohibiting the consummation of the transactions hereunder.

(b) Representations and Warranties. The representations and warranties of Seller in this Agreement shall be true, complete and correct in all respects on and as of the Closing Date and Buyer shall have received a certificate to that effect dated the Closing Date and executed by Seller.

6.2. Conditions to Seller’s Obligation. 

In addition to the other requirements set forth herein, the obligation of Seller to sell the Membership Interest to Buyer shall be subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent:

(a) Prohibition. There shall have been no order or preliminary or permanent injunction entered in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority (which has jurisdiction over the enforcement of any applicable laws) making illegal the consummation of any of the transactions hereunder.

(b) Representations and Warranties. The representations and warranties of Buyer in this Agreement shall be true, complete and correct in all respects on and as of the Closing Date and Seller shall have received a certificate to that effect dated the Closing Date and executed by Buyer

(c) Purchase of MACRAL Properties, LLC. Seller must simultaneously close its purchase of Randy Norris Bailey and Michelle E. Bailey’s Membership Interest in MACRAL Properties, LLC pursuant to Membership Interest Purchase Agreement dated June 24, 2022.

ARTICLE VII. INDEMNIFICATION.

7.1. Indemnification by Buyer. 

Buyer shall defend and promptly indemnify Seller and save Seller harmless from, against, for and in respect of, and shall pay all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs and expenses, including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to, any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Seller by reason of any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by Buyer hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect.

7.2. Indemnification by Seller. 

Seller shall defend and promptly indemnify Buyer and save and hold it harmless from, against, for and in respect of, and pay any and all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs and expenses, including without limitation, reasonable attorneys’ fees and other costs and expenses incident to, any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Buyer by reason of any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by Seller hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect.

7.3. Procedure. 

For purposes of this Article VII., the party entitled to indemnification shall be known as the “Injured Party” and the party required to indemnify shall be known as the “Other Party.” In the event that the Other Party shall be obligated to the Injured Party pursuant to this Article VII., or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Other Party may become obligated to the Injured Party hereunder, the Injured Party shall give prompt written notice to the Other Party of the occurrence of such event. The Other Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding at the Other Party’s own cost and expense, which may include insurance coverage. The Injured Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choice. In the event that the Other Party fails to timely defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Injured Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settlement thereof and recover the entire cost thereof from the Other Party, including, without limitation, reasonable attorneys’ fees, disbursements and all amounts paid.

7.4. Other Remedies. 

The remedies provided by this Article VII. are in addition to, and not in lieu of, such other remedies as may be available under applicable laws. Without limitation, the Buyer is entitled to enforce this Agreement by specific enforcement without the necessity of demonstrating inadequacy of damages or irreparable harm.

7.5. Payment. 

Claims for indemnification involving the payment of money will be paid within ninety (90) days after written notification thereof. Claims for indemnification involving amounts due to third parties will be promptly paid when due, subject to the right to contest the same in good faith. Unpaid claims will incur interest at a floating rate of interest equal to the prime rate published from time to time in The Wall Street Journal.

7.6. Survival of Representations and Warranties. 

The covenants, agreements, indemnification obligations, representations, and warranties of each of the parties hereto shall survive the Closing for one (1) year after the Closing Date.

ARTICLE VIII. TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by: (a) mutual consent of the parties; (b) the Buyer if the Buyer is not in default during the Due Diligence Period only; (c) the Seller if the Seller is not in default. In the event of termination, written notice thereof will be given to the other party or parties specifying the provision pursuant to which such termination is made.  On termination pursuant to this Article VIII, this Agreement will become void and have no effect and there will be no liability hereunder on the part of the Buyer or the Seller or any of their respective officers, directors, employees, agents, stockholders or principals.

ARTICLE IX. DEFAULT

If a party fails to perform any obligation contained in this Agreement, the party claiming default will serve written notice to the other party specifying the nature of such default and demanding performance. If such default has not been cured within fifteen (15) business days after receipt of such default notice, (a) the non-defaulting Seller shall be entitled to return the Earnest Money as liquidated damages (“Liquidated Damages”). It is acknowledged by the parties that the amount of Liquidate Damages is compensatory and not punitive, such amount being a reasonable estimation of the actual loss of Seller would incur as the result of this Agreement by Buyer and does not constitute a penalty; (b) the non-defaulting Buyer may elect to terminate this Agreement as a result of such breach and be entitled to the return of the Earnest Money or shall be entitled to specific performance of the Agreement.

ARTICLE I. CONDEMNATION OR CASUALTY.

10.1 Condemnation.

(a) In the event that all or any significant portion of the real property or personal property is condemned or taken by eminent domain or conveyed by deed in lieu thereof, or if any condemnation proceeding is commenced for all or any significant portion of any real property or personal property prior to Closing, either party may elect to terminate this Contract by written notice thereof to the other party within ten (10) days after such party is notified of the condemnation, taking or deed in lieu or institution of such condemnation proceeding. Upon termination of this Contract as provided in this Section 9.1(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If neither party terminates this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event the LLC shall have the rights set forth in the Lease (including, without limitation, the rights, if any exist, of the landlord to receive condemnation proceeds with respect to such condemnation or taking) and there shall be no reduction in the Purchase Price. For purposes of this Section 9.1(a), “significant portion” of the real property or personal property shall be deemed to be any portion of the real property or personal property which, if subject to a condemnation, eminent domain or similar proceeding, gives rise to the right of the Tenant under the Lease to terminate such Lease or the right of Lender to demand payment in full of the related Loan.

(b) In the event that less than a significant portion of any real property or personal property is condemned, taken by eminent domain, conveyed by deed in lieu thereof or is the subject of a condemnation proceeding, neither party shall have the right to terminate this Contract and the Closing shall occur with no reduction of the Purchase Price, and any award or payment made therefor shall be paid as provided in the related Lease and Loan Documents.

10.2 Casualty.

(a) In the event that all or any substantial portion of the real property or personal property shall be damaged or destroyed by fire or other casualty prior to Closing, either party may terminate this Contract by written notice thereof to the other party within ten (10) days after such party is notified of the casualty. Upon termination of this Contract as provided in this Section 9.2(a), all rights, duties and obligations hereunder shall cease and be of no further force or effect (except with respect to the provisions hereof which expressly survive the termination of this Contract). If neither party terminates this Contract as aforesaid, then both parties shall proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event the LLC shall have the rights set forth in the Lease (including, without limitation, the rights, if any exist, of the landlord to receive insurance proceeds with respect to such casualty) and there shall be no reduction in the Net Purchase Price. In the event less than a substantial portion of any Parcel shall be damaged or destroyed by fire or other casualty prior to Closing, then the parties shall proceed in accordance with the third sentence in this Section 9.2(a).

(b) For the purposes of Section 9.2(a), a “substantial portion” of the real property or personal property shall be deemed to be any portion of such real property or personal property with either a fair market value or replacement cost equal to or greater than twenty-five percent (25%) of the outstanding principal balance of the Loan at the time of the casualty, or which gives rise to the right of the Tenant under the Lease to terminate such Lease or the right of Lender to demand payment in full of the related Loan.

ARTICLE XI. MISCELLANEOUS.

11.1. Amendments. 

No amendment, modification, or waiver of any provision of this Agreement or consent to any departure from the terms of this Agreement by any party hereto shall be effective unless the same shall be in writing and signed by all the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

11.2. Notices. 

All notices, requests, claims, demands, and other communications provided for or permitted hereunder shall be in writing including facsimile communication)and faxed, mailed registered, first-class mail, postage and charges prepaid) or delivered personally to the address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as shall be designated by a party in a written notice to the other parties. All such notices and communications shall, when mailed or faxed, be effective when received at the relevant address. Faxed communications must be followed by a hard copy of such faxed communication sent by first class mail, postage and charges prepaid.

11.3. No Waiver; Remedies. 

Waiver of performance of any obligation or term contained in this Agreement by any party, or waiver by one party of the other’s default hereunder will not operate as a waiver of performance of any other obligation or term of this Agreement or a future waiver of the same obligation or a waiver of any future default.

11.4. Binding Effect. 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.5 Assignment.

Buyer may assign its rights under this Contract to an entity controlling, controlled by, or under common control with Buyer without the prior written consent of Seller; provided, that any such assignment must be made in a timely manner; and, provided, further, that Buyer must immediately provide Seller with a copy of any instrument assigning this Contract.

11.6. Severability. 

Each provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

11.7. Counterparts. 

This Agreement may be signed in any number of counterparts, each of which shall be an original and, when taken together, shall constitute one agreement. Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the parties to the same extent as original signatures.

11.8. Consent to Jurisdiction. 

Seller and Buyer each (i) irrevocably submits to the jurisdiction of the state and federal courts of the State of North Carolina in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or shall affect its right to bring any action in any other court.

11.9. Governing Law. 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina, regardless of the law that might otherwise govern under applicable principles of conflict of laws thereof.

11.10. Headings. 

The various Article, Section, and Paragraph headings in this Agreement are included herein for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and shall not be considered in interpreting this Agreement.

11.11. Entire Agreement. 

This Agreement, including the Exhibits and Schedules hereto, and the Operating Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior agreements, representations, warranties and understandings between or among the parties with respect to such subject matter.

11.11. Covenant not to Compete.

For five (5) years (“Specified Time”) in North Carolina in the county where the Property is located at Cooley’s MHP – 8005 Zebulon Rd, Youngsville, NC 27596, Seller may not directly or indirectly engage, invest in, own, manage, operate, control or participate in the ownership, management, development, operation or control of, any business, trade or occupation which engages in the Business or any activities directly competitive with the Company.” The “Business” means the operation, management and ownership of manufactured housing or homes which the Company currently owns or holds title.

11.12. Attorney Fees. 

If any party institutes an action or proceeding against any other party relating to the provisions of this Agreement, the party to such action or proceeding which does not prevail will reimburse the prevailing party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the prevailing party.

INTENDING TO BE BOUND, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

(The remainder of this page is intentionally left blank.)

EXHIBIT A.

Legal Description of Real Property of Seller

EXHIBIT B

Due Diligence Materials

The following shall be incorporated into this Agreement.

EXHBIT C

Park-Owned Homes Descriptions and other Assets

EXHIBIT E

Definitions

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

(A) “Act” means the North Carolina Limited Liability Company Act, as the same may be amended from time to time.

(B) “Adjusted Capital Account” means, with respect to a Member, the balance in such Member’s Capital Account at the end of the relevant fiscal year, as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

(C) “Articles of Organization” means the Articles of Organization of the Company filed with the Secretary of State, as amended or restated from time to time.

(D) “Capital Account” means for each Member the account established pursuant to Section 8.2 hereof and maintained in accordance with the provisions of this Agreement.

(E) “Capital Contribution” means any contribution to the capital of the Company in cash or property by a Member whenever made.

(F) “Code” means the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

(G) “Distributable Cash” means, with respect to the Company for a period of time, all funds of the Company on hand or in bank accounts of the Company, as in the discretion of the Managers, that are available for distribution to the Members after provision has been made for (i) payment of all operating expenses of the Company as of such time; (ii) provision for payment of all outstanding and unpaid current obligations of the Company as of such time; and (iii) provision for such reserves as the Managers deem necessary or appropriate for Company Operations.

(H) “Fiscal Year” means the calendar year; provided that the first Fiscal Year of the Company shall commence on December 8, 1994, and continue through December 31, 1994.

(I) “Income” means, for each Fiscal Year or other period, each item of income and gain as determined, recognized and classified for federal income tax purposes, provided that any income or gain that is exempt from federal income tax shall be included as if it was an item of taxable income.

(J) “Initial Capital Contribution” means the initial contribution to the capital of the Company made by a Member pursuant to Section 8.1(a) of this Agreement.

(K) “Loss” means, for each Fiscal Year or other period, each item of loss or deduction as determined, recognized and classified for federal income tax purposes, increased by (i) expenditures described in Section 705(a)(2)(8) of the Code; (ii) expenditures contemplated by Section 709 of the Code (except for amounts with respect to which an election is properly made under Section 709(b) of the Code); and (iii) expenditures resulting in a deduction for a loss incurred in connection with the sale or exchange of Company property that is disallowed to the Company under Section 267(a)(1) or Section 707(b).

(L) “Majority” means, with respect to any referenced group of Managers, a combination of any of such Managers constituting more than fifty (50%) percent of the number of Managers of such referenced group who are then elected and qualified.

(M) “Majority in Interest” means, with respect to any referenced group of Members, a combination of any of such Members who, in the aggregate, own more than fifty (50%) percent of the Membership interest owned by all of such referenced group of Members.

(N) “Manager” means each initial Member named in the Articles of Organization of the Company, or any other Person that succeeds such Manager in their capacity as Manager or any other Persons who are elected to act as Manager of the Company as provided herein. “Managers” refers to such Persons as a group.

(0) “Member” means each Person designated as a Member of the Company on Schedule I in the Operating Agreement, or any additional Member admitted as a Member of the Company in accordance with Article X. “Members” refers to such Persons as a group.

(P) “Membership Interest” means all of a Member’s rights in the Company, including without limitation, the Member’s share of the profits and losses of the Company, the right to receive distributions of the Company’s assets, any right to vote and any right to participate in the management of the Company as provided in the Act and this Agreement. As to any Member, Membership Interest shall mean the percentage set forth opposite such Member’s name on Schedule I attached hereto.

(Q) “Net Income” and “Net Loss” means for each Fiscal Year or other relevant period; (i) the excess of the Income for such period over the Loss for such period; or (ii) the excess of the Loss for such period over the Income for such period, respectively; provided, however, that Net Income and Net Loss for a Fiscal Year or relevant period shall be computed by excluding from such computation any Income specially allocated under Section 8.1.

(R) “Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

(S) “Secretary of State” means the Secretary of State of North Carolina.

(T) “Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Page 19 of 19

Exhibit 10.3

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

The Membership Interest Purchase Agreement (“MIPA”), effective October 21, 2022, is hereby amended (“First Amendment”), by and Randy Norris Bailey, Michelle E. Bailey, Husband and Wife, MACRAL Properties, LLC, a North Carolina limited liability company, collective referred to as “Sellers” or “Seller”; and MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”), and provides as follows:

RECITALS

A. Sellers and Buyer have entered into that certain MIPA effective on June 24, 2022 (“MIPA”), pursuant to which Sellers agreed to sell to Buyer certain membership interests and personal property as more particularly described in the MIPA.

B. The parties hereto desire to amend the terms of the MIPA to extend the Closing Date, and to that end have entered into this Amendment.

AMENDMENT

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

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

2. Closing Date. The current closing date is October 31, 2022, and the parties hereby agree to extend the Closing Date until no later than November 14, 2022.

3. Effect of Amendment; Ratification. The parties hereby acknowledge and agree that, except as provided in this Amendment, the MIPA has not been modified, amended, canceled, terminated, released, superseded or otherwise rendered of no force or effect. The MIPA as hereby amended is hereby ratified and confirmed by the parties hereto and every provision, covenant, condition, obligation, right, term and power contained in and under the MIPA, as amended herein, shall continue in full force and effect, affected by this Amendment only to the extent of the amendments and modifications set forth above, and each shall continue to be binding upon and inure to the benefit of the successors and assigns of each party hereto. In the event of a conflict between the terms of the MIPA and this Amendment, this Amendment shall control.

4. Governing Law; Counterparts. This Amendment shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without giving effect to any conflict or choice of law provision that would result in the imposition of another state’s law. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Signatures transmitted via facsimile or electronic mail shall be deemed originals.

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SIGNATURE PAGE TO FIRST AMENDMENT TO THE MIPA

IN WITNESS WHEREOF, the parties have executed this First Amendment to the Membership Purchase Interest Agreement pursuant to due authority as of the date first above written.

Address:

[redacted]

Attn: Randy Bailey

SELLERS:

Address:

136 Main Street

Pineville, NC 28134
Attn: Adam Martin

3

Exhibit 10.4

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

The Membership Interest Purchase Agreement (“MIPA”), effective October 21, 2022, is hereby amended (“First Amendment”), by and Randy Norris Bailey, a married man; Ron-Ran Enterprises LLC, a North Carolina limited liability company, collective referred to as “Sellers” or “Seller”; and MHP PURSUITS LLC, a North Carolina limited liability company (“Buyer”), and provides as follows:

RECITALS

A. Seller and Buyer have entered into that certain MIPA effective on June 24, 2022 (“MIPA”), pursuant to which Sellers agreed to sell to Buyer certain membership interests and personal property as more particularly described in the MIPA.

B. The parties hereto desire to amend the terms of the MIPA to extend the Closing Date, and to that end have entered into this Amendment.

AMENDMENT

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

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

2. Closing Date. The current closing date is October 31, 2022, and the parties hereby agree to extend the Closing Date until no later than November 14, 2022.

3. Effect of Amendment; Ratification. The parties hereby acknowledge and agree that, except as provided in this Amendment, the MIPA has not been modified, amended, canceled, terminated, released, superseded or otherwise rendered of no force or effect. The MIPA as hereby amended is hereby ratified and confirmed by the parties hereto and every provision, covenant, condition, obligation, right, term and power contained in and under the MIPA, as amended herein, shall continue in full force and effect, affected by this Amendment only to the extent of the amendments and modifications set forth above, and each shall continue to be binding upon and inure to the benefit of the successors and assigns of each party hereto. In the event of a conflict between the terms of the MIPA and this Amendment, this Amendment shall control.

4. Governing Law; Counterparts. This Amendment shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without giving effect to any conflict or choice of law provision that would result in the imposition of another state’s law. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Signatures transmitted via facsimile or electronic mail shall be deemed originals.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW

SIGNATURE PAGE TO FIRST AMENDMENT TO THE MIPA

IN WITNESS WHEREOF, the parties have executed this First Amendment to the Membership Purchase Interest Agreement pursuant to due authority as of the date first above written.

Address:

[redacted]

Attn: Randy Bailey

SELLER:

Address:

136 Main Street

Pineville, NC 28134
Attn: Adam Martin

3

Exhibit 10.5

ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS ASSIGNMENT OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Assignment”), dated October 27, 2022, is made by and among MHP PURSUITS LLC, a North Carolina limited liability company (the “Buyer” or “Assignor”), and COUNTRY ROAD MHP LLC, a North Carolina limited liability company (the “Assignee”), and provides as follows:

RECITALS

A. Pursuant to that certain Membership Interest Purchase Agreement dated JUNE 24, 2022 (the “MIPA”), by and among Assignor and RANDY NORRIS BAILEY and MICHELLEE. BAILEY, Husband and Wife, (the “Sellers”), Assignor agreed to purchase One Hundred Percent (100%) of the Sellers’ Membership Interests in MACRAL Properties, LLC, a North Carolina limited liability company, and as more particularly described in the MIPA, a copy of which is attached hereto as Exhibit A, and by this reference made a part hereof.

B. Pursuant to Section 11.5 of the MIPA, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as more particularly described below, Assignor’s rights and obligations pursuant to the MIPA.

AGREEMENT

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

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

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

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

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

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

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[SIGNATURE PAGE TO FOLLOW]

SIGNATURE PAGE TO ASSIGN1\1ENT OF PURCHASE AND SALE AGREE1\1ENT

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

EXHIBIT A

MEMBERSHIP INTEREST PURCHASE AGREEMENT

[filed separately]

Page 3 of 3

Exhibit 10.6

ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS ASSIGNMENT OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Assignment”), dated October 27, 2022, is made by and among MHP PURSUITS LLC, a North Carolina limited liability company (the “Buyer” or “Assignor”), and COOLEY’S MHP LLC, a North Carolina limited liability company (the “Assignee”), and provides as follows:

RECITALS

A. Pursuant to that certain Membership Interest Purchase Agreement dated JUNE 24, 2022 (the “MIPA”), by and among Assignor and RANDY NORRIS BAILEY, a married man, (“Seller”), Assignor agreed to purchase One Hundred Percent (100%) of the Seller’s Membership Interests in RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, and as more particularly described in the MIPA, a copy of which is attached hereto as Exhibit A, and by this reference made a part hereof.

B. Pursuant to Section 11.5 of the MIPA, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as more particularly described below, Assignor’s rights and obligations pursuant to the MIPA.

AGREEMENT

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

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

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE PAGE TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

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

EXHIBIT A

MEMBERSHIP INTEREST PURCHASE AGREEMENT

[redacted]

Page 3 of 3

Exhibit 10.7

ASSIGNMENT OF MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS CORRECTED AND RESTATED ASSIGNMENT OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Assignment”), dated November 8, 2022, is made by and among MHP PURSUITS LLC, a North Carolina limited liability company (the “Buyer” or “Assignor”), and WAKE FOREST 2 MHP LLC, f/k/a Country Road MHP, LLC, a North Carolina limited liability company (the “Assignee”), and provides as follows:

RECITALS

A. Pursuant to that certain Membership Interest Purchase Agreement dated JUNE 24, 2022 (the “MIPA”), by and among Assignor and RANDY NORRIS BAILEY and MICHELLEE. BAILEY, Husband and Wife, (the “Sellers”), Assignor agreed to purchase One Hundred Percent (100%) of the Sellers’ Membership Interests in MACRAL Properties, LLC, a North Carolina limited liability company, and as more particularly described in the MIPA, a copy of which is attached hereto as Exhibit A, and by this reference made a part hereof.

B. Pursuant to Section 11.5 of the MIPA, on October 27, 2022, Assignor assigned to Assignee, and Assignee assumed from Assignor, as more particularly described below, Assignor’s rights and obligations pursuant to the MIPA.

C. On November 1, 2022, Country Road MHP LLC its filed Articles of Correction, and, as the result, the name was changed to WAKE FOREST 2 MHP LLC.

AGREEMENT

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

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

2. Assignment. Assignor hereby transfers, assigns and conveys to Assignee all of Assignor's right, title and interest in and to the MIPA, including, but not limited to, the Earnest Money associated with the transaction, and delegates to Assignee all of its duties, obligations, and liabilities pursuant to the MIPA.

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE PAGE TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

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

EXHIBIT A

MEMBERSHIP INTEREST PURCHASE AGREEMENT

[filed separately]

Page 3 of 3

Exhibit 10.8

LOAN AGREEMENT

THIS LOAN AGREEMENT is entered into effective as of November 14, 2022, by and between MACRAL PROPERTIES, LLC, a North Carolina limited liability company (“MACRAL”), and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company (“RON-RAN”) (each of the foregoing, individually and collectively, “Borrower”), and VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation (“Lender”).

RECITALS

A. Subject to the terms and provisions hereof, Lender has agreed to make available certain credit for the purposes set forth herein; and

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

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. In addition to the other terms defined herein, the following terms shall have the meanings specified below:

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

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

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

“Affiliated Home Owner” means GVEST Wake Forest 2 Homes LLC, a North Carolina limited liability company.

“Assignments of Management Agreements” means those certain Assignments of Management Agreements executed by Mobile Home Rentals, LLC, a North Carolina limited liability company, in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

“Assignment of Ownership Interests” means individually or collectively, those certain Assignments of Ownership Interests executed by the owners of Borrower in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender upon the Property described therein.

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

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

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

“Community” means, individually and collectively, the manufactured housing communities known as (a) the manufactured housing communities known as Country Road Manufactured Home Community located on the Premises owned and operated by MACRAL at 665 Mt. Olivet Church Rd., Franklinton, NC 27525, consisting of approximately 28 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “MACRAL Community”); (b) the manufactured housing community known as Cooley’s Manufactured Home Community located on the Premises owned and operated by RON-RAN at 8005 Zebulon Rd., Youngsville, NC 27596, consisting of approximately 43 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “RON-RAN Community”).

“Community Rules” means written rules and regulations that govern the conduct of tenants for and at the Community.

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

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

“Debt Service” has the meaning set forth in Section 5.18(b).

“Debt Service Coverage Ratio” has the meaning set forth in Section 5.18(b).

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

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

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

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

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

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder.

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

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Requirements” means all laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions, notices and demand letters of any Governmental Authority.

“Gross Cash Flow” has the meaning set forth in Section 5.18(b).

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

“Guaranty” or “Guaranties” means, individually and collectively, any guaranty agreement, from a Guarantor to Lender, guarantying the payment and performance of the Note and Loan Documents, as the same may be amended, modified or supplemented from time to time.

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

“Home Owner” means a Person other than Borrower who owns a Manufactured Home located or to be located in the Community.

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

“Leases” has that meaning ascribed thereto in the Security Instrument.

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

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

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

“Loan to Value” has the meaning set forth in Section 5.18(a).

“Manufactured Home” means a “manufactured home” as that term is defined in the Manufactured Housing Construction and Safety Standards Act of 1974 as amended (42 U.S.C. Chapter 70), and in 24 C.F.R Section 3280.2, and any related fixtures and personal property; collectively, “Manufactured Homes.”

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

“Maturity Date” has that meaning ascribed thereto in the Note.

“Net Income” has the meaning set forth in Section 5.18(b).

“Note” means that certain $3,600,000.00 Promissory Note issued of even date herewith by Borrower to the order of Lender, as the same may be amended, modified or supplemented from time to time.

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

“Pad Site” means a lot and all appurtenances thereto designated as a pad site on the Premises that is eligible to be leased to a Person under a Lease and “Pad Sites” means more than one Pad Site.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Permitted Encumbrances” has that meaning ascribed thereto in the Security Instrument.

“Permitted Liens” means the following:

(a) Liens on the Premises securing the Obligations;

(b) Liens for taxes not delinquent or that are being contested in good faith and by appropriate actions and for which adequate reserves in accordance with GAAP have been established on the books of Borrower; and

(c) Liens securing purchase money debt or Debt arising under capitalized leases, which are permitted hereunder; provided that in each case any such Lien attaches only to the specific item(s) of property or asset(s) acquired or financed with the proceeds of the corresponding Debt.

“Person” means any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

“Plan” means any employee benefit or other plan established or maintained, or to which contributions have been made, by Borrower and covered by Title IV of ERISA or to which Section 412 of the Code applies.

“Premises” means the real property and improvements known as the MACRAL Community and the RON-RAN Community, all as further described as the “Mortgaged Property” in the Security Instrument.

“Principal Office” means the principal office of Lender located at 500 Alcoa Trail, Maryville, Tennessee 37804.

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

“Rent Roll” has the meaning set forth in Section 4.20.

“Security Agreement” means that certain Security Agreement and Assignment of Rents and Leases executed by Affiliated Home Owner in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time.

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

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

“Subsidiary” means, at the time as of which any determination is being made, any corporation, company, partnership, or other entity of which more than fifty percent (50%) of the issued and outstanding voting securities is owned or controlled, directly or indirectly, by Borrower.

“Title Policies” means those certain loan policies of title insurance, issued on the date the Security Instrument is first recorded in the applicable real property records, by Chicago Title Insurance Company (Commitment No.’s: 22-11730RA and22-11734RA) in the aggregate amount of the Note with Lender named as the insured thereunder, and insuring the first priority lien of the Security Instrument against the Premises, containing only exceptions which are approved by Lender and such endorsements as requested by Lender.

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

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

ARTICLE II
THE LOAN

Section 2.1   Loan. Subject to the Conditions Precedent and pursuant to the terms of the Loan Documents, Lender agrees to extend credit to Borrower on the Closing Date in the principal amount of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00) (the “Loan”). The execution and delivery of this Agreement by the Borrower and the satisfaction of all Conditions Precedent shall be deemed to constitute the Borrower’s request to borrow the Loan on the Closing Date. Interest shall accrue on the outstanding principal balance of the Loan as set forth in the Note. All terms and provisions of repayment shall be as set forth in the Note.

Section 2.2   Purpose of Loan. The proceeds of the Loan shall be used by the owners of Borrower for the purchase of all the membership interests of the Borrower and to pay fees and closing costs associated thereto. To the extent that Borrower requests that Lender fund any Advance to any party other than Borrower, such Advance shall be deemed made to Borrower, and Borrower shall be fully liable for repayment thereof in accordance with the terms of the Loan Documents. At Borrower’s request, and in order to accommodate Borrower’s tax considerations, Lender has agreed to specify within this Agreement that Borrower has allocated (or will allocate) on Borrower’s records some amount of the Loan to the Premises purchased and some amount of the Loan to the Manufactured Homes purchased. Borrower has informed Lender that Borrower intends to allocate $0.00 of the Loan to the Manufactured Homes and the balance of the Loan to the Premises purchased. For avoidance of doubt, Lender is not agreeing to allocate, limit, split, or otherwise modify the Loan on Lender’s records in any way or fashion and nothing in this subsection shall limit Borrower’s or any Guarantor’s joint and several liability and obligations hereunder or under any Loan Document.

Section 2.3 Prepayments. Borrower may at any time and from time to time, prepay all or part of the outstanding principal balance of the Note, subject to the payment of certain prepayment premiums as described below (each a “Prepayment Premium”). Payments under this Section may be applied to the obligations of Borrower to Lender in the order and manner as the Lender in its discretion may determine.

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

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

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

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

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

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

Section 2.6 Limitation of Advance. The Loan shall not exceed the lesser of (1) $3,600,000.00, or (2) eighty percent (80%) of the “as-is” appraised value of the Premises, or (c) eighty percent (80%) of the purchase price of the Premises and any Manufactured Homes located thereon.

Section 2.7 Security Interest in Manufactured Homes.

(a) Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Affiliated Home Owner shall grant to Lender a security interest in those Manufactured Homes set forth on Schedule 4.21 and such other collateral security as set forth in the Security Agreement.

(b) Affiliated Home Owner shall have the right to sell any of its Manufactured Homes and Lender shall release its security interest in such Manufactured Homes, under the following conditions:

(i) there shall be no Event of Default currently existing under this Agreement;

(ii) immediately upon the sale of such Manufactured Home, Affiliated Home Owner shall have paid to the Lender the greater of: (1) an amount equal to one hundred ten percent (110%) of the current NADA total adjusted retail value with optional equipment for the applicable Manufactured Home, or (2) $13,000.00, which such amounts shall be applied as a prepayment of the Loan, provided, however that no Prepayment Premium shall be applied to any such prepayment of the Loan made under this Section 2.7(b)(ii).

(c) Promptly following Lender’s receipt of those funds required immediately above, Lender will execute and deliver to Affiliated Home Owner all documents and filings reasonably required by Affiliated Home Owner to release Lender’s security interest in the Manufactured Home and the original certificate of title for the Home held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection therewith including reasonable outside attorneys’ fees.

ARTICLE III
CONDITIONS PRECEDENT

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

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

(b) Executed Loan Documents. The original counterparts of all Loan Documents fully executed by the applicable parties;

(c) Executed Modification Documents. The original counterparts of all modification documents required by Lender to modify that $2,440,000.00 loan to Warrenville MHP, LLC, a South Carolina limited liability company (the “Warrenville Loan”), including, without limitation, (i) a Modification Agreement dated as of the date hereof by and between Warrenville MHP, LLC, Lender, and the other parties thereto, and (ii) a First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof by and between Warrenville MHP, LLC and Lender.

(d) Resolutions/Consents. A copy of the resolutions or written consents of Borrower and each entity that is an owner of Borrower, approving the Loan and Borrower’s purchase of the Premises, and authorizing the execution and delivery of the Loan Documents;

(e) Organizational Documents. A certified copy of the certificate of organization and operating agreement, with all amendments thereto, of Borrower and each entity that is an owner of Borrower, certified to Lender;

(f) Certificate of Existence. Certified certificates of existence and good standing and authority for Borrower and each entity that is an owner of Borrower, from each applicable state of jurisdiction;

(g) Existence and Authority of Other Entities. Those items, documents, and certificates set forth in subsections (c) through (e) above for Affiliated Home Owner and entity property manager of Borrower’s Property;

(h) UCC, Bankruptcy, Litigation, Judgment, Tax and Liens Search. A UCC, bankruptcy, litigation, judgment, tax, and Lien search on Borrower and Borrower’s Property;

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

(j) Certified Rent Roll. The Rent Roll (as defined herein);

(k) Copies of Purchase Documents. If requested by Lender, copies of all fully executed documents, with all statements, schedules, and exhibits, and all amendments thereto, providing Borrower (or the owners of Borrower) the rights to acquire the Premises and Property and vesting in Borrower legal ownership in the same, including all deeds, bills of sale, and assignments;

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

(m) Opinion of Counsel. An opinion of counsel for Borrower and each entity that is an owner of Borrower, if any, (which counsel must be reasonably satisfactory to the Lender) with respect to such legal matters relating hereto as the Lender may reasonably request;

(n) Title Insurance. The Title Policies (or a binding commitment from the title insurer to issue the same) with respect to the Premises dated as of the Closing Date and in the form and manner required hereunder, and evidence that all premiums, fees and expenses in respect thereof have been paid. Such standard title policy endorsement(s), or other evidence, satisfactory to Lender, from the title company that issued a title policy in connection with the Warrenville Loan to (i) confirm that such title policy has not been reduced or terminated by virtue of the terms and provisions hereof, and (ii) that the mortgage as amended by the First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing constitutes a valid first and prior lien upon the Mortgaged Property (as defined therein);

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

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

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

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

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

(t) Pad Lease. The form of Lease to be used for all future leases of Pad Sites upon the Premises as approved by Lender;

(u) Master Lease. A master lease between Borrower and Affiliated Home Owner, and Borrower and any Affiliate of Borrower that owns Manufactured Homes located or to be located upon the Premises;

(v) Guidelines. The application, screening, underwriting, credit, and/or review criteria determined by Borrower in the exercise of Borrower’s prudent business judgment to qualify tenants and/or Home Owners to enter into a Lease, all as approved by Lender;

(w) Community Rules. The form Community Rules to be used for all tenants of Pad Sites upon the Premises as reasonably approved by Lender;

(x) Evidence of Insurance and/or Bond. Satisfactory evidence of all insurance required under Section 5.8 hereof;

(y) Loan Fee. A loan fee equal to $36,000.00 payable upon initial funding of the Loan;

(z) Costs and Expenses. Satisfactory evidence that all costs and expenses required under Section 5.15 hereof have been paid in full;

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

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

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

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

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

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

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

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

Section 4.4 Title to Property; Priority. Borrower has good and marketable title to the Premises and Borrower’s Properties. With the exception of Permitted Liens and the Permitted Encumbrances, Borrower is the owner of its Properties, including without limitation the Premises, free and clear from any lien, security interest, or encumbrance.

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

Section 4.6 No Consent. With respect to the execution, delivery and performance of this Agreement and the other Loan Documents, Borrower does not and will not require any registration with, consent or approval of, notice to, or action by, any other Person.

Section 4.7 Financial Statements. To Borrower’s current actual knowledge, the financial statements for Borrower delivered to Lender in connection herewith are true, complete and correct in all material respects, and fairly and accurately reflect the assets, liabilities, financial condition and the results of the operations of Borrower as of and for the periods set forth therein, and are consistent with past practices. To Borrower’s current actual, there have been no Material Adverse Changes in the assets, liabilities, business, or operations of Borrower since the date of the most recent financial statements of Borrower delivered to Lender.

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

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

Section 4.10 Environmental Matters. The Borrower (a) has not knowingly failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (b) has not become subject to any Environmental Claim, (c) has not received notice of any claim with respect to any Environmental Claim, or (d) to Borrower’s current actual knowledge knows of no basis for any Environmental Claim.

Section 4.11 ERISA. Borrower is in compliance in all material respects with the applicable provisions of ERISA. Borrower has not incurred any material “accumulated funding deficiency” within the meaning of ERISA, and has not incurred any material liability to PBGC in connection with any Plan.

Section 4.12 Condition of Premises. On the Closing Date, Borrower’s Property has not been damaged or injured as a result of any fire, explosion, accident, flood or other casualty.

Section 4.13 Tax Returns/Taxes. To Borrower’s current actual knowledge, all federal, state and local tax returns of Borrower required to be filed have been filed, and all federal, state and local taxes, assessments, fees or other governmental charges imposed upon Borrower, which are due and payable, have been paid, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefor in accordance with GAAP consistently applied.

Section 4.14 Broker’s or Finder’s Fee. No broker’s or finder’s fee or commission is or will be payable in connection with this Agreement, the transactions contemplated hereby, or the transactions consummated with the Advances of the Loan. Borrower hereby agrees to save harmless and indemnify Lender from and against any claims, demands, actions, suits, proceedings, or liabilities, including Lender’s reasonable and actual attorneys’ fees and costs of suit, arising out of or in connection with any such fee or commission.

Section 4.15 Insurance. All insurance required hereunder or within any Loan Document is currently in force and paid up.

Section 4.16 Continuing Representations and Warranties. All representations and warranties made by Borrower in this Agreement shall survive the making of the Advance contemplated hereby and the closing, execution, and delivery of this Agreement and the Loan Documents.

Section 4.17 Disclosure. The Borrower has disclosed to the Lender all material agreements, instruments, and partnership or other restrictions to which the Borrower is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or the Guarantors to the Lender in connection with this Agreement or any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading.

Section 4.18 Community.

(a) Each Community is located on the Premises and is lawfully owned and operated by Borrower.

(b) Construction of the Community is complete.

(c) To Borrower’s current actual knowledge, each Community and the use of the Premises comply with all Governmental Requirements applicable to Manufactured Homes and ownership and management of manufactured home communities, including, but not limited to any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes and manufactured home communities, including, but not limited to Landlord and Tenant Law, N.C. Gen Stat. § 42, including Section 42-36.1 regarding lease or rental of manufactured homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities, Public Health Law, N.C Gen Stat. § 130A, and standards promulgated by the North Carolina Manufactured Housing Board as authorized pursuant to N.C. Gen Stat. 143-143.10; equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

(d) To Borrower’s current actual knowledge, all public and private utilities on the Premises comply with all Governmental Requirements, including, but not limited to local conditions and code requirements.

(e) To Borrower’s current actual knowledge, there is no evidence of any illegal activities at the Community.

(f) To Borrower’s current actual knowledge, Borrower has complied with and is in compliance with all Governmental Requirements applicable to the development, ownership and operation of the Community.

(g) The Community has paved roads.

(h) The Community consists of approximately the number of Pad Sites as set forth in the definition of the Community.

(i) To Borrower’s current actual knowledge, all Manufactured Homes in the Community conform to the requirements of the federal Manufactured Home Construction And Safety Standards of 1974 (42 U.S.C. chap. 70; 24 C.F.R. Part 3280).

(j) The Community has established and has full access to all public utility services necessary for the operation of the Community and such utility services are available through public or private easements or rights of way at the boundaries of the Premises, including water, electricity, telephone facilities, and sewage.

(k) No portion of the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto) as a “Special Flood Hazard Area”.

Section 4.19 Community Operation.

(a) Borrower does not engage in the retail sale or financing of Manufactured Homes.

(b) Neither Borrower nor Affiliated Home Owner rents Manufactured Homes under Leases providing that upon payment of the stipulated rent or a nominal charge, Borrower shall convey title to the Pad Site to the lessee.

(c) Borrower has adopted and implemented Community Rules that are appropriate and enforceable and maintain the viability and physical condition of the Community, a copy of which has been delivered to Lender.

(d) There are no other agreements between Borrower and any Home Owner other than the Leases and the Community Rules.

(e) To Borrower’s current actual knowledge, Borrower has complied with all Governmental Requirements applicable to (1) each Home Owner’s application to rent a Pad Site, (2) the advertising, soliciting, leasing and making of each Lease, (3) the development, ownership and operation of the Community, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

Section 4.20 Leases.

(a) The rent roll attached hereto as Schedule 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and the Premises is not subject to any Leases other than the Leases described in the Rent Roll. Borrower is the owner and lessor of landlord’s interest in the Leases. To the best of Borrower’s knowledge, no Person has any possessory interest in the Premises or right to occupy the same except under and pursuant to the provisions of a Lease. The Leases identified on the Rent Roll are in full force and effect and there are no defaults thereunder by landlord, and to the best of the knowledge of Borrower, any tenant, and, to the knowledge of Borrower, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. To the best of Borrower’s knowledge, the forms of the Leases delivered to Lender are true and correct copies of the Lease forms used by Borrower, and there are no oral agreements with respect thereto. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. The tenants under the Leases evidenced by the Rent Roll have accepted possession of and are in occupancy of all of their respective Pad Site and have commenced the payment of full, unabated rent under the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the rents received therein which is still in effect. To Borrower’s knowledge, no tenant listed on the Rent Roll has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease.

(b) All Leases for Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s counsel. All Leases for Pad Sites by Home Owners include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules.

(c) All Leases for Pad Sites by Home Owners are bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.

(d) All Leases for Pad Sites require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or damage from fire and other hazards.

Section 4.21 Affiliate-Owned Manufactured Homes. The Manufactured Homes listed and described on Schedule 4.21 attached hereto are owned by Affiliated Home Owner.

ARTICLE V
AFFIRMATIVE COVENANTS

Borrower hereby covenants and agrees with Lender that:

Section 5.1   Financial Statements.

(a) As soon as available, and in any event within ninety (90) days after the close of Borrower’s fiscal year, Borrower shall furnish Lender with (i) company prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance, and (ii) a current rent roll and operating statement for the Premises and Community, all in reasonable detail and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Borrower. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time but no more frequently than quarterly.

(b) As soon as available, and in any event within ninety (90) days after the close of each calendar year, Borrower shall cause to be furnished to Lender personal financial statements and contingent debt schedules of each Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles, all as reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall cause to be furnished to Lender copies of all tax returns (including all schedules and statements) of each Guarantor. Borrower shall also cause to be furnished to Lender such additional financial information of each Guarantor as may be reasonably requested by Lender from time to time.

(c) As soon as available, and in any event within thirty (30) days after the end of each calendar quarter, Borrower shall furnish Lender the following: (i) company prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such calendar quarter, in each case in comparative form to the figures for the previous calendar quarter all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance; and (ii) a rent roll and delinquency report of all Leases of the Premises, and such other information as Lender may reasonably require all certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance.

Section 5.2   Notice. Borrower will give Lender written notice of the occurrence of any of the following within ten (10) Business Days of such occurrence, which notice shall be accompanied by a written statement of an officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto:

(a) the occurrence of a Default or Event of Default hereunder;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Change;

(c) the occurrence of any “reportable event” or “prohibited transaction” or the imposition of a “withdrawal liability” within the meaning of ERISA;

(d) the occurrence of any event or any other development by which the Borrower (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Claim, (iii) receives notice of any claim with respect to any Environmental Claim, or (iv) becomes aware of any basis for any Environmental Claim and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change;

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

(f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Change.

Section 5.3   Existence. Borrower shall do or cause to be done all things necessary to preserve, renew, and keep in full force and effect its existence, material rights, licenses, permits and franchises and conduct and operate its business in substantially the manner in which it is presently conducted and operated (subject to changes in the ordinary course).

Section 5.4   Books and Records. Borrower will at all times keep and maintain complete and accurate books and records of its operations in connection with the Premises. Borrower’s books and records shall at all times be maintained at the address for Borrower set forth in this Agreement. Upon not less than three (3) days advanced written notice to Borrower (or twenty-four (24) hours advanced written notice to Borrower upon the occurrence and continuance of an Event of Default), Lender, or any of its agents, employees, or representatives, shall have the right, to visit Borrower’s place or places of business, no more frequently than annually, except upon the occurrence and continuance of an Event of Default, and, without hindrance or delay, to inspect, audit, check, and make extracts from the books, records, journals, orders, receipts, correspondence, and other data relating to Borrower’s operations; Lender shall have the right to discuss such matters with Borrower’s officers and accountants at all times.

Section 5.5   Compliance. Borrower will comply in all material respects with all laws, ordinances, rules, regulations, judgments, orders, injunctions, writs and decrees of any Governmental Authority, or any court or similar entity established by any of them, to which Borrower, or any of Borrower’s Property, the Premises, or any other Property described in the Loan Documents is subject (including without limitation all Environmental Laws). In addition, Borrower shall promptly obtain and maintain, from time to time at its own expense, all such governmental licenses, authorizations, consents, permits and approvals as may be required to enable it to comply with its obligations hereunder, the Loan Documents, or to carry on its business in the ordinary course. Notwithstanding the foregoing, as soon as possible, but in no event later than ten (10) business days after the Closing Date, Borrower shall (i) file with the appropriate state agency completed and executed applications for the assignment, conveyance, and/or new issuance of any and all licenses and permits (“Applications”), (ii) pay the required filing fee, and (iii) provide Lender evidence of the foregoing items (i) – (ii). The Applications shall list the Borrower as the licensee thereunder. Lender must receive a copy of all current and valid permits and licenses, within sixty (60) days from the Closing Date, to the extent such permits and licenses have been made available to Borrower from the appropriate Government Authority.

Section 5.6   ERISA Information and Compliance. Except to the extent that a failure to do so will not result in a Material Adverse Change, Borrower will comply with ERISA and all other applicable laws governing any pension or profit sharing plan or arrangement to which Borrower is a party or is otherwise subject.

Section 5.7   Intervening Liens and Encumbrances. Borrower shall satisfy and pay all claims for labor or materials, rents, and other obligations that, if unpaid, will or might become a lien against Borrower’s Property, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established adequate reserves therefor. In the event any such liability or obligation is contested by Borrower in good faith, then upon Lender’s request, Borrower shall establish reserves with Lender.

Section 5.8   Insurance. Borrower will obtain and maintain, in amount, form and substance, and with insurers reasonably satisfactory to Lender, and shall provide to Lender annual evidence of, the following insurance:

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

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

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

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

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

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

Section 5.9   Collection of Insurance Proceeds.

(a) In the event of loss pertaining to the Premises (“Loss”), Borrower shall promptly give written notice to the insurance carrier and Lender.  All insurance proceeds shall be paid to Lender and shall be placed in a separate trust account with Lender to be disbursed in accordance with this Agreement.  In the event that any insurance company fails to disburse directly and solely to Lender, but disburses instead either solely to Borrower or to Borrower and Lender jointly, Borrower agrees to immediately endorse and transfer such proceeds to Lender.  Upon failure of Borrower to endorse and transfer such proceeds to Lender, Lender may execute such endorsements or transfers for and in the name of Borrower and Borrower hereby irrevocably appoints Lender as Borrower’s agent and attorney-in-fact so to do.  Provided that no Default or Event of Default has occurred and is continuing hereunder or but for the passage of time or the giving of notice, or both, would have occurred and is continuing, (i) Borrower may adjust, compromise and settle any claim hereunder subject to obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, and (ii) after deducting from said insurance proceeds any expenses incurred in collecting or handling the proceeds and paying same to Lender, Borrower may, at Borrower’s option, direct the net proceeds to be applied either (1) as a credit on the principal of the Note, whether then matured or to mature in the future, or (2) to the repair or restoration of the Premises if Borrower complies with the conditions provided in this paragraph.  Until disbursed to pay for the cost of repairing or restoring the Premises, Lender shall have a security interest in the insurance proceeds and other funds at any time held by it pursuant to this paragraph.

(b) If Borrower elects to direct the net proceeds to be applied to the repair or restoration of the Premises, Lender shall make the insurance proceeds available to Borrower to pay all or a portion of the costs of repairing or restoring the Premises to as nearly as practicable the condition of the Premises immediately preceding the Loss, provided that such funds shall be made available to Borrower only on compliance with the following conditions: (i) within forty-five (45) days of a Loss, Borrower shall notify Lender of Borrower’s intention to use the insurance proceeds to repair or restore the Premises to as nearly as practicable their condition immediately prior to the Loss; (ii) Lender shall have determined, in its reasonable judgment, that sufficient funds (including the insurance proceeds) are available or committed on terms reasonably satisfactory to Lender to complete and pay for the restoration and repair of the Premises in accordance with all then applicable building code requirements; (iii) funds available to Borrower shall be dedicated and sufficient to pay during the period required to restore or repair the Premises the required payments of principal of and interest on the Note and all unabated operating expenses of the Premises; and (iv) the Contractor shall be reasonably approved by Lender and the contract between Borrower and the Contractor shall be submitted to, and reasonably approved by Lender. Any funds required in addition to the insurance proceeds to complete and pay for the cost of restoring the Premises shall be the first funds applied to pay such costs; thereafter, as such restoration or repair progresses, Lender will make periodic payments from the insurance proceeds to Borrower in accordance with the general procedures of Lender applicable to the disbursement of construction loans, to include, in Lender’s sole discretion, the use of a third-party construction inspector at Borrower’s expense to certify the progress of construction.  If no election is made by Borrower within sixty (60) days of the Loss, Lender may apply the insurance proceeds as a credit on the Note or any portion thereof, whether then matured or to mature in the future.

(c) Should the Premises or any of Borrower’s Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same, Borrower shall have fourteen (14) days following written notice from Lender of such determination by Lender to establish and fund an account with Lender with adequate reserves (in excess of any insurance proceeds) in Lender’s reasonable discretion to effect the full and complete repair or restoration of the Premises or any of Borrower’s Property.

Section 5.10 Right to Effect Insurance. In case of Borrower’s failure to keep the Premises so insured, Lender or its assigns, may, at its option (but shall not be required to) effect such insurance at Borrower’s expense.

Section 5.11 Indemnification.

(a) Borrower shall indemnify Lender, its successors and assigns, any Person who may acquire any participation or other interest in any Obligation, and every director, officer, employee and affiliate of any thereof (individually, an “Indemnitee”) with respect to, and hold each Indemnitee harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto but excluding under this Section income tax liabilities) which may be imposed on, incurred by, or asserted against such Indemnitee, in any way relating to or arising out of the Loan or the Loan Documents (“Indemnification Liabilities”); provided that no Indemnitee shall have the right to be indemnified hereunder for its own willful misconduct or gross negligence. Borrower shall reimburse each Indemnitee on demand from time to time for all Indemnification Liabilities incurred by such Indemnitee. Each Indemnitee will promptly notify Borrower of the commencement of any proceeding involving it in respect of which indemnification may be sought pursuant to this Section. Borrower shall not be liable for the cost of any settlement entered into without its consent (which consent shall not be unreasonably withheld). Provided that no Event of Default occurs hereunder, Borrower shall have the right at its expense to select counsel to defend the Indemnification Liabilities. If an Event of Default occurs or has occurred, then Lender in its discretion may employ such counsel at Borrower’s expense. The obligations of Borrower under this Section shall terminate upon the repayment of the loans and termination of this Agreement. Except as a result of Lender’s gross negligence, willful misconduct or bad faith occurring while Lender, any receiver or any third party is in actual possession of the Premises, Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, costs, expenses (including reasonable attorneys’ fees), and claims of any and every kind whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Premises of any Hazardous Substances, regardless of whether or not caused by or within the control of Borrower. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan, and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists.

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

Section 5.12 Further Assurances. Upon request of Lender, Borrower shall promptly execute and deliver to Lender all such other and further documents, agreements and instruments, and shall do all such other acts or things in compliance with or accomplishment of the terms, provisions, covenants or agreements of Borrower in this Agreement or the other Loan Documents, or to further evidence, secure or more fully describe any collateral intended as security for the Note, or to correct any omissions in this Agreement or in the other Loan Documents, or to more fully state the obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or to obtain any consents, all as may be necessary or appropriate in connection therewith.

Section 5.13 Right of Inspection. Annually, at Borrower’s sole cost and expense, unless an Event of Default is then occurring, Borrower shall permit Lender (by its officers, employees and agents) during normal business hours (i.e. 9:00am to 6:00pm local time) and with forty-eight (48) hours prior notice, whether written or oral, to Borrower, to inspect Borrower’s books, financial records, Property, the Premises, and all records related to the foregoing (and to make extracts or copies from such records), and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the same. Upon or after the occurrence of an Event of Default, and at the expense of Borrower to be added to the Obligations, Lender may at any time and from time to time inspect Borrower’s books, financial records, Property, the Premises, and all records related to the foregoing (and to make extracts or copies from such records), and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the same, and employ and maintain on Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Lender’s interests.

Section 5.14 Taxes. Borrower shall pay and discharge promptly all taxes and governmental charges, levies, and assessments affecting Borrower or its Properties, and upon Lender’s request, provide proof thereof, except where such taxes and charges are promptly and diligently contested in good faith by Borrower by appropriate proceedings, and where Borrower has established adequate reserves therefore in accordance with GAAP.

Section 5.15 Costs and Expenses. Borrower will pay all costs and expenses in connection with, and pertaining to, the closing of this Agreement, and all costs and expenses in connection with the preparation, execution, recording, filing, disbursement, transfer, administration, modification, collection and enforcement of this Agreement and the other Loan Documents, including, but not limited to, reasonable legal fees, accounting fees, engineer’s fees, advances, recording expenses, transfer taxes, other filing and recording fees and taxes, surveys, policies of title insurance and other insurance, examination of title and lien searches, appraisals, expenses of foreclosure, and other similar items. In the event of any action at law or suit in equity in connection with this Agreement or the other Loan Documents, or any Default or Event of Default by Borrower under this Agreement or the other Loan Documents, or Lender retains legal counsel in connection with this Agreement or the other Loan Documents, Borrower, in addition to all other sums which such Borrower may be required to pay, shall pay to Lender the reasonable and actual attorney’s fees of Lender. Borrower shall also be responsible for all reasonable and actual attorneys’ fees, costs and expenses that Lender incurs in protecting, preserving, or enforcing its interest in any collateral under the Loan Document.

Section 5.16 Community; Manufactured Homes. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed:

(a) Borrower shall not allow any Manufactured Homes of Affiliated Home Owner to become affixed to the real estate constituting the Premises. Without Lender’s prior written consent, Borrower shall not move or remove Manufactured Homes of Affiliated Home Owner from the Pad Site upon which such Manufactured Homes of Affiliated Home Owner are presently located.

(b) Borrower shall take appropriate measures to prevent, and shall not engage in or knowingly permit, any illegal activities at the Premises, including those that could endanger tenants or visitors, result in damage to Borrower’s Property, result in forfeiture of the same, or otherwise materially impair the Lien created by any Security Document and any other Loan Documents or Lender’s interest in Borrower’s Property.

(c) Borrower shall not decrease the number of Pad Sites located on the Premises without the consent of the Lender.

(d) The Community shall at all times be located on the Premises and shall be owned and operated by Borrower.

(e) The Borrower, the Community and the use of the Premises shall comply with all Governmental Requirements applicable to Manufactured Homes and the ownership and management of manufactured home communities, including but not limited to any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes and manufactured home communities, including, but not limited to Landlord and Tenant Law, N.C. Gen Stat. § 42, including Section 42-36.1 regarding lease or rental of manufactured homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities, Public Health Law, N.C Gen Stat. § 130A, and standards promulgated by the North Carolina Manufactured Housing Board as authorized pursuant to N.C. Gen Stat. 143-143.10; equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

(f) All public and private utilities on the Premises shall comply with Governmental Requirements, including code requirements, related to the same.

(g) [Reserved].

(h) The Community shall have approximately the number of Pad Sites as set forth in the definition of Community.

(i) All Manufactured Homes in the Community shall conform to the requirements of the federal Manufactured Home Construction And Safety Standards of 1974 (42 U.S.C. chap. 70; 24 C.F.R. Part 3280).

(j) Borrower shall not engage in the retail sale or financing of Manufactured Homes.

(k) The Community shall have Community Rules that are appropriate, enforceable, and shall maintain the viability and physical condition of the Community, an updated copy of which shall be delivered to Lender.

(l) There shall be no other agreements between Borrower and a Home Owner other than the Leases and the Community Rules.

(m) In the event that any portion of the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto) as a “Special Flood Hazard Area”, Borrower shall provide notice to all tenants of the Premises of such designation.

(n) Borrower shall comply with all laws and regulations applicable to (1) each Home Owner’s application to rent a Pad Site, (2) the advertising, soliciting, leasing and making of each Lease, (3) the development, ownership and operation of the Community, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

(o) All Home Owners of a Manufactured Home, including, without limitation, Affiliated Home Owner, located on a Pad Site within the Community shall have executed in favor of Borrower a Lease.

Section 5.17 Leases.

(a) All Leases for Pad Sites by Home Owners, shall be on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 30 days and not more than 2 years (unless otherwise approved in writing by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s counsel.

(b) All Leases for Pad Sites by Home Owners, shall include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules.

(c) All Leases for Pad Sites by Home Owners, shall be bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.

(d) All Leases for Pad Sites shall require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or damage from fire and other hazards.

(e) All Leases for Pad Sites shall include a provision that such Leases are governed by the law of the state where the Premises is located.

Section 5.18 Financial Covenants. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed, Borrower:

(a) Loan to Value. Shall not permit the Loan to Value (as described herein) of the Loan to be at any time greater than eighty percent (80%). “Loan to Value” means the outstanding principal amount of the Loan divided by the “as is” appraised value of the Premises (expressed as a percentage), as determined by an annual appraisal obtained by Lender and paid for by the Borrower, addressed and in form and content reasonably satisfactory to the Lender, in compliance with all applicable governmental requirements, and made by a qualified appraiser reasonably satisfactory to the Lender.

(b) Debt Service Coverage Ratio. Shall maintain a minimum Debt Service Coverage Ratio (as defined herein) of 1.25:1 for the applicable annual period and all applicable annual periods thereafter. In addition to any other remedy herein, should Borrower not maintain a minimum Debt Service Coverage Ratio of 1.25:1 at any time after the date hereof, then any management fee payable to a manager of the Community and/or Premises shall be terminated and retained by Borrower. All ratios are to be calculated quarterly on the twelve (12)-month trailing period ending as of the last day of each calendar quarter, beginning December 31, 2022. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Borrower’s calculation of the financial covenant and Lender’s determination of the financial covenant, Lender’s determination shall govern absent manifest error. In addition to any other remedy herein, should Borrower not maintain a minimum Debt Service Coverage Ratio of 1.25:1 as required herein, then Borrower shall make a principal reduction payment to bring debt coverage above the 1.25:1 minimum. “Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the sum of the Gross Cash Flow of each Borrower, divided by the sum of the Debt Service of each Borrower, certified by Borrower’s manager and verified by Lender. “Gross Cash Flow” means, for any period, an amount equal to the sum of (i) Net Income, plus (ii) to the extent deducted in determining Net Income, (A) interest expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges determined in accordance with GAAP, plus (iii) cash contributions by owners, less (iv) distributions to owners. “Net Income” means, for any period, the net income (or loss) for such period in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, and (ii) any gains attributable to write-ups of assets. “Debt Service” means, for any period, all annual debt service, including principal and interest payments, due on all debt obligations during the applicable period. “Modified Debt Service” means, for any period, the annual debt service that would have been due during such period had the full Loan amount of $3,600,000.00 been amortized over three hundred sixty (360) consecutive monthly installments of principal and interest at the Interest Rate (as defined in the Note), commencing on the Closing Date. This definition is to be calculated on the twelve (12)-month trailing period ending as of the date of determination. “Modified Debt Service Coverage Ratio” means, for the applicable period, the ratio of the Gross Cash Flow of Borrower, divided by the Modified Debt Service of Borrower, certified by Borrower’s member and verified by Lender. This ratio is to be calculated on the twelve (12)-month trailing period ending as of the date of determination. Compliance with this ratio shall be verified by Lender and in the event of a material difference between Borrower’s calculation and Lender’s determination, Lender’s determination shall govern absent manifest error.

ARTICLE VI

Negative Covenants.

Borrower hereby covenants and agrees with Lender that, without Lender’s prior written consent, borrower will not:

Section 6.1 Discontinuance of Business; Dissolution; Etc. Discontinue its usual business, or commence to dissolve, wind-up or liquidate itself.

Section 6.2 Acquisitions; Mergers; Disposition of Assets; Dividends and Other Shareholder Distributions; Etc. Make, receive, or obtain any acquisitions or merge or consolidate with or into, or sell, assign, lease, or otherwise dispose of any of its assets (except for obsolete, damaged or unusable assets), other than in the ordinary course of Borrower’s present business upon terms standard in Borrower’s industry. For purposes hereof, the declaration or making of any dividend or other shareholder distribution shall be included within the prohibition against disposition of assets contained herein upon the occurrence and during the continuation of an Event of Default.

Section 6.3 Assignment. Assign or transfer any of Borrower’s rights, remedies, powers, duties, liabilities or obligations arising under or pursuant to this Agreement or any of the Loan Documents.

Section 6.4 Additional Debt. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the normal course of Borrower’s business, incur any additional Debt without the prior written consent of Lender.

Section 6.5 Liens. Create, incur, assume or suffer to exist any Lien on the Premises, except the Permitted Liens. Borrower shall remove or cause to be removed any Lien upon the Premises within thirty (30) days of Borrowers’ receipt of notification of such Lien’s creation or existence, except where Borrower promptly and diligently contests in good faith by appropriate proceedings and Borrower has established and funded an account with Lender with adequate reserves therefor in Lender’s reasonable discretion.

Section 6.6 Hazardous Substances. Knowingly permit any Hazardous Substances, the removal of which is required or the maintenance of which is restricted, prohibited or penalized by any Governmental Authority, to be unlawfully brought on to or located on any real property owned or leased by Borrower, except in full compliance with all applicable Environmental Laws; and if any such material is brought or found located thereon in violation of any applicable law, it shall be immediately removed, with proper disposal, and all required environmental cleanup procedures shall be diligently undertaken pursuant to all such Environmental Laws, and the obligations hereunder with respect to any such materials brought or located thereon while Borrower owned or leased any such real property shall survive any foreclosure. In addition, Borrower shall not enter into any lease or occupancy agreement in connection with the Premises with tenants or occupants whose business is in a frequently polluting industry, including, without limitation, the following: any manufacturing facility, gasoline service station, or automotive repair shop; petroleum refinery; photo developing/processing; junkyard or land fill; printing facility; dry cleaner; any transportation or utility related industry; facility selling, storing, or using farm supplies; pesticides or fertilizers; any hospital, or laboratory; any former military base; any marina.

Section 6.7 Continuous Perfection. Change its name, identity, or corporate structure in any manner which might make any financing statement filed hereunder seriously misleading within the meaning of the UCC.

Section 6.8 Proceeds. Not, directly or indirectly use any part of the proceeds of the Loan (a) for any purpose other than as set forth in Section 2.2 herein or as otherwise set forth on the closing statement executed by Borrower in connection herewith on the Closing Date, or (b) without limiting the generality of the foregoing, for the purpose of purchasing or carrying any margin stock, or of reducing, retiring or purchasing any indebtedness incurred for such purpose; or take any other action that would involve a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulation issued thereunder, including Regulation U or Regulation X of the Federal Reserve Board, in connection with the transactions contemplated hereby; provided, however, that nothing set forth in this Section or elsewhere in this Agreement shall be construed as imposing any duty on the Lender to supervise the use or application of the Loan proceeds or any liability on the Lender to any person if the Loan proceeds are not used for the purposes set forth in this Agreement.

Section 6.9 Creation of Subsidiaries, Etc. Create, purchase, or otherwise acquire any Subsidiary, unless such Subsidiary guaranties the Loan in a manner satisfactory to Lender.

Section 6.10 Change of Ownership/Management. Permit any change in the management of Borrower or Affiliated Home Owner or the Premises or any change in the ownership of Borrower or Affiliated Home Owner.

Section 6.11 Transactions with Related Persons. Make any loan or advance, purchase, assume or guarantee any note to or from any of Borrower’s officers, members, or affiliates, or to or from any member of the immediate family of any of Borrower’s officers, members, or affiliates.

Section 6.12 Untrue Statements. Furnish Lender any certificate or other document containing any untrue statement of material fact or that omits a material fact necessary to make the same not misleading in light of the circumstances.

Section 6.13 PATRIOT Act; OFAC and other Regulations.

(a) Not itself, and not allow any other Subsidiary or Affiliate of the Borrower or any such Subsidiary or Affiliate or the respective officers, directors, brokers or agents of the same, (1) be or become a Person publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) or that resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs, or publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other applicable law, (2) engage in any dealings or transactions prohibited by, or otherwise violate, any anti-terrorism law, or (3) otherwise become subject to the limitations or prohibitions under any other OFAC regulation or executive order.

(b) Remain in compliance in all material respects with all anti-terrorism laws, including without limitation the PATRIOT Act, and ensure that no part of the proceeds of the Loan has been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

ARTICLE VII
EVENTS OF DEFAULT

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

Section 7.1 Nonpayment of Principal or Interest. Nonpayment of any installment of principal or interest in accordance with the terms of the Note or of any other monetary obligations hereunder, and such failure is un-remedied within ten (10) days after written notice thereof is given to Borrower.

Section 7.2 Breach of Representation or Warranty. Any representation or warranty made by Borrower or any Guarantor in this Agreement, or in any other Loan Document, or which is contained in any certificate, instrument, document, opinion, financial statement, or other statement regarding the financial condition or credit standing of Borrower or any Guarantor furnished at any time under or in connection with this Agreement or any Loan Document shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

Section 7.3 Specific Covenant Default. Failure to perform or observe any term, condition, or covenant contained in Section 5.1, Section 5.2, Section 5.3, Section 5.9(c), Section 5.18, or Article 6.

Section 7.4 Other Defaults. Failure to perform or observe any term, condition, or covenant contained in this Agreement or any Loan Document, other than those set forth in Sections 7.1 and 7.3, and the failure or default continues un-remedied for a period of thirty (30) days after the earlier of (a) the date upon which any officer of Borrower or a Guarantor knew or becomes aware of the failure; or (b) the date upon which written notice thereof is given to Borrower by Lender, provided that Borrower takes prompt corrective action and diligently pursues the same to completion. If the Event of Default cannot be remedied within the thirty (30) day period, Borrower shall have such additional period of time as is reasonably necessary in which to cure the default if Borrower was diligently pursuing a cure at the end of the thirty (30) day period and continues to do so therefor; provided, however, such additional period of time shall be no longer than thirty (30) days from the expiration of the initial thirty (30) day period.

Section 7.5 Bankruptcy or Insolvency. Any of the following shall occur or exist: (a) the appointment of a receiver trustee, custodian, conservator, or liquidator for Borrower, the Premises, or any other Property of Borrower and such appointment is not dismissed within ninety (90) days after such appointment; (b) a filing by Borrower of a voluntary petition in bankruptcy, or a petition seeking reorganization or rearrangement or taking advantage of any debtor relief laws; (c) the filing against Borrower of a petition in any bankruptcy, reorganization, insolvency, conservatorship, receivership or similar proceeding and either (i) Borrower admits the material allegations thereof, or acquiesces therein or fails to contest the same, or (ii) the petition or action is not dismissed or discharged within ninety (90) days following the date of its filing; (d) the entry of any order, judgment or decree by any court of competent jurisdiction adjudicating Borrower as bankrupt or insolvent, and the same is not dismissed within ninety (90) days after the filing of the same, or approving a petition seeking reorganization of Borrower or any arrangement of any of Borrower’s debts, including entry of any Order for Relief under Title 11 of the United States Code; (e) an admission by Borrower in writing of its inability, or the failure by Borrower to pay its debts as they become due; (f) the making by Borrower of a general assignment for the benefit of creditors; or (g) the liquidation, termination, or dissolution of Borrower.

Section 7.6 Fire or Casualty. Should the Premises or any of the Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same.

Section 7.7 Litigation. The entry of a judgment or the issuance of a warrant of attachment, execution or similar process against Borrower or any of its assets in excess of $25,000.00, which is not dismissed, discharged, stayed pending appeal or bonded within thirty (30) days after entry and, if bonded, such bond (or a replacement bond) does not continue in effect at all times until such judgment is dismissed or discharged.

Section 7.8 Default on Other Indebtedness. Subject to any applicable grace or cure period, Borrower fails to make any payment due on any Indebtedness, or any event shall occur or any condition shall exist in respect of any Indebtedness of Borrower (including, without limitation, any Indebtedness of Borrower to Lender), or under any agreement securing or relating to such Indebtedness, the effect of which is a default or event of default thereunder or to cause or to permit any holder of such Indebtedness or a trustee to cause (whether or not such holder or trustee elects to cause) such Indebtedness, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled date of payment.

Section 7.9 Other Loan Documents. Subject to any applicable grace or cure period, a default or Event of Default (as defined therein) shall occur under any other Loan Document.

Section 7.10 Guarantor Defaults. The occurrence of any of the foregoing with regard to a Guarantor, or the death of a Guarantor; provided, however, if the Loan is otherwise in good standing, then Borrower shall have ninety (90) days to provide a substitute Guarantor who shall provide Lender a credit enhancement equal to or greater than the deceased Guarantor in Lender’s sole discretion, and who shall have executed a Guaranty in form and substance similar to that executed by the deceased Guarantor.

Section 7.11 Cross Default. Subject to any applicable grace or cure period, a default or Event of Default (as defined therein) shall occur under that $2,440,000.00 loan to Warrenville MHP, LLC, a South Carolina limited liability company, evidenced, governed, and secured by (i) that certain Promissory Note in the original principal amount of $2,440,000.00 dated March 31, 2022 made by Warrenville MHP, LLC payable to the order of Lender, (ii) that certain Loan Agreement dated March 31, 2022 by and between Warrenville MHP, LLC and Lender, and (iii) that Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated March 31, 2022 made by Warrenville MHP, LLC for the benefit of Lender; and (iv) such other documents as are executed in connection with the foregoing. Notwithstanding the foregoing, on or after six (6) months from the Closing Date and upon Borrower’s satisfactory of a minimum Modified Debt Service Coverage Ratio of 1.3:1, Lender hereby agrees to terminate and remove this cross-default provision as an Event of Default hereunder and under the Warrenville Loan and terminate and remove the Warrenville Loan as indebtedness secured by the lien of the Security Instrument. In addition, upon Borrower’s satisfactory compliance with the foregoing sentence, Lender will execute and deliver to Borrower and/or Warrenville MHP, LLC all documents and filings reasonably required to release Lender’s lien and/or security interest securing the Loan upon the property or Warrenville MHP, LLC. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection with the foregoing including reasonable outside attorneys’ fees. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Borrower’s calculation of the financial covenant and Lender’s determination of the financial covenant, Lender’s determination shall govern absent manifest error.

Section 7.12 Original Guarantor Signature Pages. One condition to Lender’s agreement to make an advance on the Loan was Lender’s receipt of original, executed loan documents. Due to Guarantor’s unavailability to execute Loan Documents in person due to out-of-country travel, Lender has agreed to close the Loan and make the advance on the Loan on the Closing Date, subject to Lender’s receipt of Guarantor’s original, executed Loan Documents within thirty (30) days of the Closing Date. Therefore, the following shall be considered an Event of Default: Lender shall not receive Guarantor’s original, executed Loan Documents within thirty (30) days of the Closing Date.

ARTICLE VIII
REMEDIES OF LENDER

Section 8.1 Acceleration. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to, in addition to and not in lieu of the remedies provided for in any of the Loan Documents, declare the entire principal amount of all Obligations then outstanding, including principal, interest, costs, fees and expenses, to be immediately due and payable without presentment, demand, notice of protest, protest, or dishonor or other notice of any default of any kind, all of which Borrower hereby expressly waives; provided, however, that upon the occurrence of an event specified in Section 7.5 herein, all Obligations of Borrower to Lender shall be immediately due and payable in full, without presentment, demand, protest, notice of protest, or dishonor or notice of any kind, and Lender shall be entitled to exercise any and all remedies available by contract, at law or in equity to collect such amounts.

Section 8.2 No Further Advances. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to declare any commitments of Lender to advance further sums pursuant hereto to be terminated, whereupon the same shall terminate (provided that upon the occurrence of an event specified in Section 7.5, all commitments shall automatically terminate).

Section 8.3 Waiver; Marshalling. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to proceed against Borrower or any Property of Borrower in such order and at such time or times as Lender may in its discretion deem to be in its best interest without liability for loss by reason of delay or its order of proceeding or otherwise. Borrower hereby waives any right to require the marshalling of assets in connection with the exercise of any of the remedies permitted hereunder or by applicable law.

Section 8.4 Right of Setoff. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may, and is hereby authorized by Borrower, at any time and from time to time, to the fullest extent permitted by applicable law, without advance notice to Borrower (any such notice being expressly waived by Borrower) and irrespective of demand for payment, set off and apply any and all deposits in the operating deposit account established by Borrower and related to or arising from the Premises at any time held by Lender, and any other indebtedness at any time owing by Lender, to or for the credit or the account of Borrower, against any or all of the Obligations now or hereafter existing, whether or not such Obligations have matured. Lender agrees to notify Borrower after any such set off and application, provided that the failure to give such notice shall not affect the validity of such set off and application.

Section 8.5 Appointment of Receiver. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to appoint a receiver to collect any income from Borrower’s Property without consideration for the value of the same or the solvency of any Person liable for the payment of the amounts then owing, and all amounts collected by the receiver shall, after expenses of the receivership, be applied to the payment of the Obligations and interest thereon; and Lender, at its option, shall have the right to do the same without the appointment of a receiver.

Section 8.6 Remedies under UCC; Other Loan Documents. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may also exercise any and all rights and remedies afforded by the UCC, both at law and in equity, and by any and all other Loan Documents, including without limitation the Security Documents.

Section 8.7 Lender’s Performance of Borrower’s Covenants and Duties. Should any covenant, duty or agreement of Borrower fail to be performed in accordance with its terms hereunder, Lender may, at its option, perform, or attempt to perform, such covenant, duty or agreement on behalf of Borrower. Borrower shall, at the request of Lender, promptly pay any reasonable amount expended by Lender in such performance or attempted performance to Lender, together with interest thereon at the Default Rate from the date of such expenditure by Lender until paid; provided, however, that Lender does not assume and shall not have, except by express written consent of Lender, any liability for the performance of any duties of Borrower under this Agreement or under the other Loan Documents.

Section 8.8 No Waiver. The acceptance by Lender at any time and from time to time of partial payment of the Note shall not be deemed to be a waiver of any Default or Event of Default then existing. No delay or omission by Lender to exercise any right, power, or remedy accruing to Lender upon any breach or default of Borrower under this Agreement or the other Loan Documents shall impair any such right, power, or remedy of Lender, nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of Lender under this Agreement or the other Loan Documents; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, or be deemed to be a continuing waiver. Any waiver, permit, consent or approval of any kind or character on the part of Lender of any breach or default under this Agreement or the other Loan Documents, or any waiver on the part of Lender of any provision or condition of this Agreement or the other Loan Documents, must be in writing and shall be effective only to the extent specifically set forth in such writing.

Section 8.9 Remedies of Lender Cumulative. All rights and all remedies available to Lender hereunder or under the other Loan Documents shall be cumulative and in addition to all other rights and remedies granted to Lender by contract, at law or in equity, and may be exercised from time to time, and as often as may be deemed expedient by Lender, whether the Note is due and payable and whether or not Lender shall have instituted any suit for collection, foreclosure or other action in connection with this Agreement or the other Loan Documents.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Third Parties. All conditions of Lender’s obligations hereunder are imposed solely and exclusively for the benefit of Lender, its successors and assigns. No other Person shall have standing to require satisfaction of such conditions in accordance with their terms, or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of the terms and conditions hereof, and no other person or entity shall, under any circumstance, be deemed to be a beneficiary of such conditions, any and all of which may be waived in whole or in part by Lender at any time and from time to time, in its sole discretion. Borrower shall indemnify Lender from any liability, claims or losses resulting from the disbursement of the proceeds of the Loan and whether arising during or after the term of this Agreement. The foregoing provision shall survive the term of this Agreement and the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists. Borrower has represented, and Lender has expressly relied upon such representation, that Borrower has negotiated with Lender solely for a loan of money and not for administrative, technical, legal, financial or architectural advice or expertise.

Section 9.2 Successors and Assigns. All of Lender’s rights and remedies hereunder shall inure to the benefit of its successors and assigns. All of the duties and obligations of Borrower hereunder shall bind all Borrowers and their respective successors. Borrowers may not assign their rights or delegate their duties hereunder, and any attempt at such assignment or delegation shall be void. Lender reserves the right to assign its rights and remedies and delegate its duties hereunder.

Section 9.3 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. It is the intention of the parties that if any such provision is determined to be invalid, illegal or unenforceable, there shall be added in lieu thereof a provision as similar in terms to such provision as is possible so as to be valid, legal and enforceable.

Section 9.4 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all previous negotiations, discussions and agreements between the parties with respect to the subject matter hereof including, without limitation, any commitment letter between Borrower and Lender, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof. Neither this Agreement nor any term or provision hereof may be amended, waived, discharged or terminated orally, but only by a writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

Section 9.5 Nature of Commitment. With respect to each disbursement or advance hereunder, the Lender’s obligations to make such disbursement or advance shall be deemed to be pursuant to a contract to make a loan or extend debt financing or financial accommodations to Borrower within the meaning of Sections 365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code of the United States of America, 11 U.S.C. § 101 et seq., or any subsequent bankruptcy legislation in effect during the term of this Agreement.

Section 9.6 Waivers. As provided in T.C.A. Section 47-50-112, no custom, conduct, action or course of dealing on the part of Lender, its officers, employees, consultants, or agents, nor any failure or delay by Lender with respect to exercising any right, power, or privilege of Lender under the Note, this Agreement, or any other Loan Document shall operate as a waiver thereof, except as otherwise provided in this Agreement. Lender may from time to time waive any requirement hereof, including any of the Conditions Precedent, but no waiver shall be effective unless in writing and signed by Lender. The execution by Lender of any waiver shall not obligate Lender to grant any further, similar, or other waivers.

Section 9.7 Choice of Law; Jurisdiction/Venue. This Agreement and the other Loan Documents have been negotiated, made, executed and delivered in Knoxville, Tennessee. The validity and construction of this Agreement and the other Loan Documents shall be governed by and construed in all respects in accordance with the laws of the State of Tennessee. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE WITH COURTS SITTING IN KNOX COUNTY, TENNESSEE.

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

Section 9.10 Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which will be deemed an original document, but all of which will constitute a single document. The parties agree that if a paper original of this Agreement executed by one or more of the parties is sent by electronic transmission (an “Executed Copy”) (i) the Executed Copy shall be treated in all respects as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Agreement shall be re-executed by the parties who signed the Executed Copy and the executed paper original Agreement shall be sent to the requesting party by any method permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this Agreement or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Agreement is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation, a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.

Section 9.11 Relationship of Lender and Borrower. Lender and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in the other Loan Documents, nor the consummation of the transactions contemplated herein or therein, shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-ownership by or between Lender and Borrower, or to create a relationship between Lender and Borrower other than that of creditor and debtor, or to cause Lender to be liable or responsible in any way for the actions, liabilities, debts, or obligations of Borrower.

Section 9.12 Distribution of Information. Borrower hereby authorizes Lender, as Lender may elect in its sole discretion, to discuss with and furnish to any affiliate of Lender, to any government or self-regulatory agency with jurisdiction over Lender, or to any participant or prospective participant, all financial statements, audit reports and other information pertaining to Borrower whether such information was provided by Borrower or prepared or obtained by Lender or third parties. Neither Lender nor any of its employees, officers, directors or agents make any representation or warranty regarding any audit reports or other analyses of Borrower, which Lender may elect to distribute, whether such information was provided by Borrower or prepared or obtained by Lender or third parties, nor shall Lender or any of its employees, officers, directors or agents be liable to any Person receiving a copy of such reports or analyses for any inaccuracy or omission contained in such reports or analyses or relating thereto.

Section 9.13 Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

Section 9.14 Waiver of Certain Damages. In any action to enforce this Agreement, the Note or any other Loan Document, Borrower hereby irrevocably and unconditionally waives any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential or other damages other than actual direct damages.

Section 9.15 Participation. Lender shall have the right to enter into one or more participation agreements with one or more participating lenders approved by Lender on such terms and conditions as Lender shall deem reasonably advisable.

Section 9.16 Errors and Omissions. The parties agree that if any Loan Document contains any typographical errors or misstates or inaccurately reflects the true and correct terms and provisions of the agreement of the parties with respect to the Loan and the misstatement or inaccuracy is due to unilateral mistake on the part of any party, mutual mistake on the part of the parties or simple clerical error, or if any essential documents are not included with the legal instruments evidencing and securing the Loan, or if through error, oversight or omission of Lender or any third party there exists an error or omission in any documentation arising, existing, or created by or in connection with any aspect of Lender's processing, documenting or closing the Loan, or if any deficiency in any such documentation exists with respect to any requirements of any present or future actual investor in the Loan, then in such event, the parties agree that, upon request by Lender, and in order to correct such clerical error, misstatement, inaccuracy or omission, the parties shall execute such new or additional documents and instruments and initial such corrected original documents as Lender may deem necessary to remedy said inaccuracy, mistake or omission.

Section 9.17 Term of this Agreement. This Agreement shall be binding on Borrower so long as any portion of the Obligations described herein remains outstanding, provided and except, Borrower’s representations, warranties, and indemnity agreements shall survive the payment in full of the Obligations.

[Signature page follows]

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

STATE OF North Carolina)

COUNTY OF Mecklenburg)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of MACRAL PROPERTIES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 7 day of November     , 2022.

My Commission Expires: March 25, 2022

[Signature page follows]

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

STATE OF North Carolina)

COUNTY OF Mecklenburg)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 7 day of November       , 2022.

My Commission Expires: March 25, 2024

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

Schedule 4.20

RENT ROLL

(redacted)

Schedule 4.21

MANUFACTURED HOMES

(redacted)

Exhibit 10.9

PROMISSORY NOTE

FOR VALUE RECEIVED, MACRAL PROPERTIES, LLC, a North Carolina limited liability company, and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company (individually and collectively, “Borrower”), promises and agrees to pay to the order of VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation (“Lender,” which term shall always refer to the lawful holder hereof), at its offices in Maryville, Tennessee, or at such other place as may be designated in writing by Lender, in lawful money of the United States of America, the principal sum of up to Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00), or so much thereof as may be disbursed and remain outstanding from time to time by Lender, together with interest on the disbursed and unpaid principal balance outstanding computed from the date of each advance until repaid in full.

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

Interest on the disbursed and unpaid principal balance hereunder shall accrue from the date funds are first disbursed to Borrower at a fixed rate of interest equal to seven and thirty-nine one-hundredths percent (7.39%) per annum, or the maximum rate of interest allowed by law, whichever is less (the “Interest Rate”). Interest shall be calculated on the basis of a 360-day year and the actual number of calendar days elapsed.

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

(a) Beginning on January 10, 2023, and continuing on each Due Date through and including December 10, 2025, Borrower shall pay to Lender interest on the unpaid principal balance of this Note at the Interest Rate.

(b) On December 10, 2025 the outstanding principal balance hereunder will be amortized at the Interest Rate over three hundred and sixty (360) consecutive monthly installments of principal and interest (the “Monthly Payment”) with the first Monthly Payment due from Borrower on January 10, 2026, and continuing on each Due Date thereafter, through and including November 10, 2027.

(c) On December 10, 2027 (the “Maturity Date”), this Note shall mature and Borrower shall pay to Lender an amount equal to all accrued but unpaid interest, plus all outstanding principal, costs, fees and expenses.

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

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

Lender may delay or forego enforcing any of its rights or remedies under this Note or under the other Loan Documents without waiving such rights and remedies. The failure of Lender to exercise any option to accelerate the indebtedness hereunder or any remedy, or any forbearance, indulgence, or other delay by Lender in the exercise of any such option, shall not constitute a waiver of the right to exercise such option prior to the curing of any such Event of Default or in the event of any subsequent default, whether similar or dissimilar to any prior Event of Default.

All amounts received for payment shall, at the option of Lender, be applied first to any unpaid expenses due under this Note or under any other documents evidencing or securing the obligations or indebtedness of Borrower to Lender, then to any unpaid default interest, then to all other accrued but unpaid interest, and finally, to the reduction of outstanding principal due under this Note. Borrower may prepay the principal balance hereunder in whole or in part, subject to the Prepayment Premiums set forth in the Loan Agreement, and subject to the terms and conditions of the Loan Agreement. All prepayments of principal shall be applied to installments of principal in inverse order of maturity. No such prepayment shall postpone or extend the due date of any subsequent installment or change the amount of any installment. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule until the outstanding balance is paid in full. Rather, early payments will reduce the outstanding principal balance due and may result in Borrower’s making fewer payments or a smaller final payment. Borrower agrees not to send Lender payments marked “paid in full,” “without recourse,” or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Vanderbilt Mortgage and Finance, Inc., Attn: Commercial Lending Division, 500 Alcoa Trail, Maryville, TN 37804.

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

This Note is a secured promissory note.

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

This Note shall be governed by and construed in accordance with the laws of Tennessee. This Note has been delivered to Lender and accepted by Lender in the State of Tennessee. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the exclusive jurisdiction and venue of all State or Federal courts within the County of Knox, State of Tennessee. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER.

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

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

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

[Signature page follows]

This Promissory Note is entered into effective as of the date first above written.

STATE OF North Carolina)

COUNTY OF Mecklenburg)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of MACRAL PROPERTIES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 7 day of November        , 2022.

My Commission Expires: March 25, 2024

[Signature page follows]

This Promissory Note is entered into effective as of the date first above written.

STATE OF North Carolina)

COUNTY OF Mecklenburg)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 7 day of November      , 2022.

My Commission Expires: March 25, 2024

4

Exhibit 10.10

DEED OF TRUST,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT

AND FIXTURE FILING

(NORTH CAROLINA)

DEED OF TRUST,

ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT

AND FIXTURE FILING

This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”) is dated effective as of November 14, 2022 by MACRAL PROPERTIES, LLC, a North Carolina limited liability company, and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, a grantor (individually and collectively, “Grantor”), to JOHN ADAM KRAEMER, as trustee (“Trustee”), for the benefit of VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation, as beneficiary (“Lender”).

Grantor, in consideration of (a) (i) the loan in the original principal amount of $3,600,000.00 (the “Loan”) evidenced by that certain Promissory Note dated as of the date of this Security Instrument, executed by Grantor and made payable to the order of Lender (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), (ii) that certain Loan Agreement dated as of the date of this Security Instrument, executed by and between Grantor and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), and (iii) the trust created by this Security Instrument, and to secure to Lender the repayment of the Indebtedness (as defined in this Security Instrument), and all renewals, extensions and modifications thereof, and the performance of the covenants and agreements of Grantor contained in the Loan Documents (as defined in the Loan Agreement), and (b) the loan in the original principal amount of $2,440,000.00 (the “Warrenville Loan”) evidenced by (i) that certain Promissory Note dated March 31, 2022, executed by Warrenville MHP LLC, a South Carolina limited liability company, and made payable to the order of Lender, (ii) that certain Loan Agreement dated March 31, 2022 by and between Lender and Warrenville MHP LLC, and (iii) the loan documents evidencing the same, irrevocably and unconditionally mortgages, grants, warrants, conveys, bargains, sells, and assigns to Trustee, in trust, for benefit of Lender, with power of sale and right of entry and possession, the Mortgaged Property (as defined in this Security Instrument), including the real property located in Wake and Franklin County, State of North 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 Trustee and Trustee’s successors and assigns, forever; Grantor 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.

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

Grantor, and by their acceptance hereof, each of Trustee and Lender covenants and agrees as follows:

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

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

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

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

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

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

“Impositions” means

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

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

(c) Taxes; and

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

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

“Indebtedness” means the principal of, interest on, and all other amounts due at any time under (a) the Note, the Loan Agreement, this Security Instrument, any subordination, assignment and security agreement affecting the Mortgaged Property, or any other Loan Document, 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 Grantor or to protect the Mortgaged Property or the security of this Security Instrument, all other monetary obligations of Grantor under the Loan Documents, including amounts due as a result of any indemnification obligations, and any Enforcement Costs, and (b) the Warrenville Loan and the loan documents evidencing the same.

“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, and all modifications, extensions or renewals thereof.

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

“Manufactured Home” means a “manufactured home” as that term is defined in the Manufactured Housing Construction and Safety Standards Act of 1974 as amended (42 U.S.C. Chapter 70), and in 24 C.F.R Section 3280.2, and any related fixtures and personal property.

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

(a) the Land;

(b) the Improvements;

(c) the Personalty;

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

(e) insurance policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Grantor 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 Grantor 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;

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

(j) Imposition Deposits, if required by Lender;

(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, entrance fees, application fees, processing fees, community fees and any other amounts or fees paid by any tenant upon execution of a Lease;

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

(n) collateral accounts and all collateral account funds;

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

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

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

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

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

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

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

“Rents” means all rents (whether from residential or non-residential space), revenues and other income from the Land or the Improvements, including subsidy payments received from any sources, parking fees, laundry and vending machine income and fees and charges for food, and other services provided at the Mortgaged Property, whether now due, past due, or to become due, and tenant security deposits.

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

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

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

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

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

“UCC Collateral” means any or all of that portion of the Mortgaged Property in which a security interest may be granted under the UCC and in which Grantor has any present or hereafter acquired right, title or interest, including, without limitation, the Personalty.

(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 Grantor contained in the Loan Documents, Grantor 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. Grantor 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 Grantor. 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 Grantor and the secured party is Lender. The name and address of the debtor and secured party are set forth after Grantor’s signature below which are the addresses from which information on the security interest may be obtained.

(b) Grantor represents and warrants that: (1) Grantor maintains its chief executive office at the location set forth after Grantor’s signature below, and Grantor will notify Lender in writing of any change in its chief executive office within five (5) days of such change; (2) Grantor is the record owner of the Mortgaged Property; (3) Grantor’s state of incorporation, organization, or formation, if applicable, is as set forth on Page 1 of this Security Instrument; (4) Grantor’s exact legal name is as set forth on Page 2 of this Security Instrument; (5) [Reserved]; (6) Grantor 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 Grantor 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 Grantor and without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument. Nevertheless, Grantor 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.

(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 Grantor contained in the Loan Documents, Grantor absolutely and unconditionally assigns and transfers to Lender all Leases and Rents. It is the intention of Grantor 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 Grantor. Grantor 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 Grantor, in such circumstance, that this Security Instrument create and perfect a lien on each of the Leases and Rents in favor of Lender, which liens shall be effective as of the date of this Security Instrument.

(b) Until an Event of Default has occurred and is continuing, but subject to the limitations set forth in the Loan Documents, Grantor shall have a revocable license to exercise all rights, power and authority granted to Grantor 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 Indebtedness 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 Grantor 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 Grantor pursuant to Section 3(b) shall automatically terminate, and Lender shall immediately have all rights, powers and authority granted to Grantor 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, Grantor 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 Grantor shall, upon Grantor’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 Grantor 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 Grantor 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 Grantor, and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may exclude Grantor and its agents and employees therefrom, in order to perform all acts that Lender, in its discretion, determines to be necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification of Leases, the collection of all Rents (including through use of a lockbox, at Lender’s election), the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management, operation or maintenance of the Mortgaged Property, for the purposes of enforcing this assignment of Rents, protecting the Mortgaged Property or the security of this Security Instrument and the Loan, or for such other purposes as Lender in its discretion may deem necessary or desirable.

(e) Notwithstanding any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred and is continuing, and regardless of the adequacy of Lender’s security or Grantor’s solvency, and without the necessity of giving prior notice (oral or written) to Grantor, 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, Grantor, 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. Grantor 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 or operating 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 Grantor 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 Grantor, prior to such actual entry and taking possession and control by Lender of the Land and Improvements.

(g) Lender shall be liable to account only to Grantor and only for Rents actually received by Lender. Lender shall not be liable to Grantor, anyone claiming under or through Grantor or anyone having an interest in the Mortgaged Property by reason of any act or omission of Lender under this Section 3, and Grantor 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.

If Grantor 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 Grantor and to protect the Mortgaged Property or Lender’s security, rights or interests in the Mortgaged Property or the 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;

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

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

Any amounts so disbursed or paid by Lender shall be deemed to be obligatory advances and 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.

Notwithstanding anything herein to the contrary, this Security Instrument also secures the following indebtedness and obligations: that certain Warrenville Loan and all loan documents evidencing the same. Borrower hereby irrevocably mortgages, grants, conveys and assigns to Trustee, in trust, with power of sale, the Mortgaged Property, to secure to Lender payment of the Warrenville Loan and the performance of the covenants and agreements contained herein.

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

(b) Grantor acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial hearing. In the event Lender invokes the power of sale and if it is determined in a hearing held in accordance with applicable law that Trustee can proceed to sale:

(1) Lender shall send to Grantor and any other Persons required to receive such notice, written notice of Lender’s election to cause the Mortgaged Property to be sold. Grantor hereby authorizes and empowers Trustee to take possession of the Mortgaged Property, or any part thereof, and hereby grants to Trustee a power of sale and authorizes and empowers Trustee to sell (or, in the case of the default of any purchaser, to resell) the Mortgaged Property or any part thereof, in compliance with applicable law, including compliance with any and all notice and timing requirements for such sale;

(2) Trustee shall have the authority to determine the terms of the sale, subject to applicable law. In connection with any such sale, 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. Lender shall have the right to become the purchaser at any such sale. Trustee shall be entitled to receive fees and expenses from such sale not to exceed the amount permitted by applicable law;

(3) within a reasonable time after the sale, Trustee shall deliver to the purchaser of the Mortgaged Property a deed or such other appropriate conveyance document conveying the Mortgaged Property so sold without any express or implied covenant or warranty. The recitals in such deed or document shall be prima facie evidence of the truth of the statements made in those recitals; and

(4) the outstanding principal amount of the 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, to the extent allowed by applicable law, the deficiency shall be determined by the purchase price at the sale or sales. To the extent allowed by applicable law, Grantor waives all rights, claims, and defenses with respect to Lender’s ability to obtain a deficiency judgment.

(c) Grantor 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 Grantor, with interest thereon at the Default Rate until paid.

(e) Any action taken by Trustee or Lender pursuant to the provisions of this Section 5 shall comply with the laws of the Property Jurisdiction. Any waivers by Grantor contained in this Security Instrument, are subject to the applicable law 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), Trustee 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.

To the extent allowed by the law of the Property Jurisdiction, Grantor 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. Grantor, 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.

(a) To the full extent not prohibited by the law of the Property Jurisdiction, Grantor 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) Grantor for itself and all Persons who may claim by, through, or under Grantor, 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 Grantor and of all other Persons claiming by, through, or under Grantor are and shall be deemed to be hereby waived to the fullest extent permitted by applicable law;

(2) Grantor 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 Grantor is a trust, Grantor represents that the provisions of this Section 8 (including the waiver of reinstatement and redemption rights) were made at the express direction of Grantor’s beneficiaries and the persons having the power of direction over Grantor, and are made on behalf of the trust estate of Grantor and all beneficiaries of Grantor, 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 Grantor 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.

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

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

(c) Any required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance with this Section 9.

Grantor 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.

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

Lender, at Lender’s option, may from time to time remove Trustee and appoint a successor trustee in accordance with the laws of the Property Jurisdiction. Without conveyance of the Mortgaged Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee in this Security Instrument and by applicable law.

In the event of any inconsistencies between the terms and conditions of this Section 13 and the other terms and conditions of this Security Instrument, the terms and conditions of this Section 13 shall control and be binding.

(a) Lender shall have the right to recommend to the court the person to be appointed as receiver pursuant to Section 3(c).

(b) Grantor hereby waives and releases any rights Grantor may have with regard to release of liability or obligations of Grantor pursuant to N.C. Gen. Stat. Section 45-45.1 (or any amendment thereto).

(c) This Security Instrument secures all present and future advances and obligations of Grantor to Lender. The time period within which future advances and obligations are to be made and incurred and secured by this Security Instrument is the period between the date hereof and the date which is thirty (30) years from the date hereof, including any future loans, advances and readvances which may be made from time to time by Lender to Grantor, and any and all amendments or modifications thereto which may hereafter be entered into from time to time between Grantor and Lender or any other instrument, document or agreement between Grantor and Lender. The maximum principal amount, including present and future obligations, which may be secured by this Security Instrument at any one (1) time is two hundred percent (200%) of the original principal amount of the Note, plus accrued interest, fees and expenses. Any additional amounts advanced pursuant to the provisions of this Security Instrument shall be deemed necessary expenditures for the protection of the security. Grantor does not need to sign any instrument or notation evidencing or stipulating that future advances are secured by this Security Instrument.

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

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

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

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

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

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

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

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

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

(6) Whenever Grantor’s knowledge is implicated in this Security Instrument or the phrase “to Grantor’s knowledge” or a similar phrase is used in this Security Instrument, Grantor’s knowledge or such phrase(s) shall be interpreted to mean to the best of Grantor’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.

Grantor 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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GRANTOR 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 GRANTOR 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 GRANTOR AND LENDER, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, as of the date first written above, Grantor 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).

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of MACRAL PROPERTIES, LLC, a North Carolina limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 7 day of November, 2022.]

[Signatures continued on next page]

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member of RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in such capacity.

Witness my hand and seal, this 7 day of November      , 2022.

Grantor Address:

MACRAL PROPERTIES, LLC and

RON-RAN ENTERPRISES, LLC

(reacted)

Lender Address:

Vanderbilt Mortgage and Finance, Inc.

(redacted)

Trustee Address:

John Adam Kraemer

(redacted)

EXHIBIT A

[DESCRIPTION OF THE LAND]

Lying and being situate in Franklin County, NC, and being more particularly described as follows:

TRACT ONE:

Being all of Tract 1 containing 10.79 acres, according to survey by Charles M. Davis, Jr., Professional Land Surveyor, as shown on plat thereof dated March 9, 2016, entitled “Survey of Property Owned by Ben L. Barnette & Cornelia W. Barnette for MACRAL Properties, LLC, Franklinton Township, Franklin County, North Carolina”, same being of record in Book 2016, Page 45, Franklin County Register of Deeds; and Being all of that certain 8.20 acre tract according to survey by Charles M. Davis, Jr., Professional Land Surveyor, as shown on plat thereof dated August 18, 2017, entitled “Survey of Property Owned by Ben L. Barnette & Cornelia W. Barnette for MACRAL Properties, LLC, Franklinton Township, Franklin County, North Carolina”, same being of record in Book 2017, Page 227, Franklin County Register of Deeds. Tract 1 totals 18.99 acres and is comprised of the above described parcels which were recombined by the plat of record in Book of Maps 2017, Page 227, Franklin County Registry.

TRACT TWO:

Being all of Tract 2 containing 7.94 acres, according to survey by Charles M. Davis, Jr., Professional Land Surveyor, as shown on plat thereof dated March 9, 2016, entitled “Survey of Property Owned by Ben L. Barnette & Cornelia W. Barnette for MACRAL Properties, LLC, Franklinton Township, Franklin County, North Carolina”, same being of record in Book 2016, Page 45, Franklin County Register of Deeds.

Lying and being situate in Wake County, NC, and being more particularly described as follows:

BEING ALL OF THAT TRACT CONTAINING 17.426 GROSS ACRES (16.061 NET ACRES) AS SHOWN ON THAT PLAT ENTITLED “PLAT PREPARED FOR RANDY N. BAILEY”, A COPY OF WHICH IS RECORDED IN BOOK OF MAPS 1996, PAGE 55, WAKE COUNTY REGISTRY.

Exhibit 10.11

SECURITY AGREEMENT AND ASSIGNMENT OF RENTS

This SECURITY AGREEMENT AND ASSIGNMENT OF RENTS (this “Agreement”) is entered into effective as of November 14, 2022 by GVEST WAKE FOREST 2 HOMES LLC, a North Carolina limited liability company, whose address for notice is 136 Main Street, Pineville, NC 28134, Attention: Raymond M. Gee (the “Debtor”), for the benefit of VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation, whose address for notice is 500 Alcoa Trail, Maryville, Tennessee 37804, Attn: Commercial Lending Division (the “Lender”).

RECITALS

A. MACRAL PROPERTIES, LLC, a North Carolina limited liability company, and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, each whose address for notice is 136 Main Street, Pineville, NC 28134, Attention: Raymond M. Gee (individually and collectively, “Borrower”), are indebted to Lender pursuant to a loan (“Loan”) evidenced, governed, and/or secured by the following (collectively, the “Loan Documents”): (i) that certain Promissory Note dated of even date hereof from Borrower to Lender in the principal amount of $3,600,000.00 (“Note”); (ii) that certain Loan Agreement dated of even date hereof by and between Borrower and Lender (“Loan Agreement”); (iii) that Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof made by Borrower for the benefit of Lender (the “Security Instrument”); and (v) those Loan Documents (as defined in the Loan Agreement), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced.

B. Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Debtor secures the Obligations (as defined herein) in favor of Lender.

NOW, THEREFORE, in consideration of the foregoing Recitals, and to induce the Lender to extend the Loan to the Borrower under the Loan Documents, the Debtor agrees with the Lender as follows:

Article 1

RULES OF CONSTRUCTION AND DEFINITIONS

Section 1.1 Rules of Construction. This Agreement is subject to the rules of construction set forth in the Loan Agreement.

Section 1.2 Definitions. As used in this Agreement, capitalized terms that are not otherwise defined herein have the meanings defined for them in the Loan Agreement and the following terms are defined as follows:

(a) Unless otherwise defined herein, terms used in this Agreement that are defined in Article 9 of the Tennessee Uniform Commercial Code (the “UCC”) have the meanings defined for them therein.

(b) Accounts means any and all rights of the Debtor to the payment of money, whether or not evidenced by an instrument or chattel paper (tangible or electronic) or letter of credit and whether or not earned by performance, including a right to payment for goods sold, leased, or licensed or for services rendered by the Debtor, a right to any amount payable under a Contract or a monetary obligation and all “accounts” as defined in Article 9 of the UCC.

(c) Debtor’s Home means the Manufactured Homes set forth on Exhibit A attached hereto; and “Debtor’s Homes” means more than one Debtor’s Home.

(d) Contracts means all Leases, licenses, requisitions, purchase orders, documents, instruments, letters of credit and chattel paper (tangible or electronic) of the Debtor, including any of the same that relate to any Equipment, Fixtures, Inventory, General Intangibles, Debtor’s Homes, or other property described in the granting clauses set out in Section 2.1, or secure any Accounts, or in connection with which Accounts exist or may be created.

(e) Documents of Title means any certificates of manufactured home ownership, certificates of mobile home title, certificates of title, manufacturer’s statement of origin, manufacturer’s certificate of origin or similar ownership documents related to Manufactured Homes.

(f) Equipment means all of the Debtor’s equipment, machinery, furniture, furnishings, vehicles, tools, spare parts, materials, supplies, store fixtures, leasehold improvements, all other goods (including embedded software to the extent provided for in Article 9 of the UCC) of every kind and nature (other than Inventory and Fixtures) and all “equipment” as defined in Article 9 of the UCC, including, but not limited to, appliances, ranges, stoves, refrigerators, ovens, microwave ovens, dishwashers, garbage disposers, washers, dryers, water heaters, fire extinguishing equipment, plumbing systems, used or useful in connection with the operation, management and ownership of the Property, the Debtor’s Homes, and Debtor’s business upon the Premises.

(g) Event of Default is defined in Section 5.1. An Event of Default “exists” if the same has occurred and is continuing.

(h) Fixtures means all goods of the Debtor that become so related to particular real estate that an interest in them arises under real estate law, including any such goods affixed to the Premises, and to all Debtor’s Homes, to the extent they are treated as fixtures under the laws of North Carolina.

(i) General Intangibles means all choses in action, things in action, causes of action and other assignable intangible property of the Debtor of every kind and nature, including corporate, partnership, limited liability company and other business books and records, good will, inventions, designs, patents, patent applications, trademarks, trade names, trade secrets, service marks, logos, copyrights, copyright applications, registrations, software, licenses, payment intangibles, permits, governmental permits relating to the operation of Debtor’s business on the Premises, subsidies, franchises, tax refund claims, insurance policies and rights thereunder (including any refunds and returned premiums) and any collateral, guaranty, letter of credit or other security held by or granted to the Debtor to secure payment of Accounts and Contracts, and all “general intangibles” as defined in Article 9 of the UCC.

(j) Inventory means all goods, merchandise, and other personal property held by the Debtor for sale or lease or license or furnished or to be furnished by the Debtor under contracts of service or otherwise, raw materials, parts, finished goods, work-in-process, scrap inventory and supplies and materials used or consumed, or to be used or consumed, or useful in connection with the operation, management and ownership of the Property, the Debtor’s Homes and Debtor’s business upon the Premises, and wherever the same may be located, including all such property that may now or hereafter be located on the Premises, and all “inventory” as defined in Article 9 of the UCC.

(k) Leases means all leases and subleases, written or oral, and all agreements for use or occupancy of any portion of the Debtor’s personal property, the Community, Debtor’s Homes, with respect to which the Debtor is the lessor or sublessor, any and all extensions and renewals of said leases and agreements and any and all further leases or agreements, now existing or hereafter made, including subleases thereunder, upon or covering the use or occupancy of all or any part of the Debtor’s personal property, the Community, Debtor’s Homes, whether entered into before or after the filing by or against the Debtor of any petition for relief under the federal Bankruptcy Code.

(l) Obligations has that meaning ascribed thereto in the Loan Agreement.

(m) Permitted Encumbrances means:

(1) The Lien of ad valorem taxes for taxes that are not yet due and payable at the time under consideration;

(2) The Liens granted to the Lender under this Agreement; and

(3) Other Liens of the Lender.

(n) Property is defined in Section 2.1.

(o) Rents means the continuing right to collect and receive all of the rents, income, receipts, revenues, issues and profits now due or which may become due or to which the Debtor may now or shall hereafter (including during the period of redemption, if any) become entitled or may demand or claim, whether paid or accruing before or after the filing of any petition by or against the Debtor for relief under the federal Bankruptcy Code, arising or issuing from or out of the Leases or Debtor’s Homes, including minimum rents, additional rents, percentage rents, common area maintenance charges, parking charges, utility charges, tax and insurance premium contributions, and liquidated damages following default, the premium payable by any lessee upon the exercise of any cancellation privilege provided for in any of the Leases, and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Premises, Community, or Debtor’s Homes, together with any and all rights and claims that the Debtor may now or hereafter have against any such lessee under the Leases or against any subtenants or occupants of the Premises, Community, and Debtor’s Homes.

(p) Tangible Property means all Equipment, Fixtures, Inventory, Debtor’s Homes and other tangible personal property of the Debtor, including, but not limited to, such property used or useful now or in the future related to the operation, management or ownership of the Debtor’s business upon the Premises.

Article 2

SECURITY AGREEMENT AND ASSIGNMENT OF RENTS

Section 2.1 Granting Clauses. As security for the Obligations, the Debtor hereby grants to the Lender security title to and a continuing security interest in, and assigns, transfers, conveys, pledges and sets over to the Lender all of the Debtor’s right, title and interest in, to and under the following property arising from, related to, or in connection with the Debtor Homes, whether now owned or hereafter acquired by the Debtor, and whether now existing or hereafter incurred, created, arising or entered into (collectively, the “Property”); for clarification, the Property shall not include any of the Debtor’s right, title and interest in, to and under any property arising from, related to, or in connection with, in whole or in part, any other manufactured housing community other than the Community:

(a) all Equipment, Fixtures, Inventory and other Tangible Property of the Debtor, and any and all accessions and additions thereto, any substitutions and replacements therefor, and all attachments and improvements placed upon or used in connection therewith, or any part thereof;

(b) all Leases;

(c) all Rents;

(d) all of Debtor’s Homes, and all Documents of Title related to Debtor’s Homes;

(e) all Accounts, Contracts and General Intangibles of the Debtor;

(f) all of the Debtor’s rights as an unpaid vendor or lienor, including stoppage in transit, replevin, detinue and reclamation;

(g) all rights, interest, dividends, proceeds, products, rents, royalties, issues and profits of any of the property described in the foregoing granting clauses, whether the product of sale, lease, license, exchange or other disposition of the Property, paid or accruing before or after the filing of any petition by or against the Debtor under the federal Bankruptcy Code, and all instruments delivered to the Lender in substitution for or in addition to any such property;

(h) all supporting obligations; and

(i) all books, documents, files, ledgers and records (whether on computer or otherwise) covering or otherwise related to any of the property described in the foregoing granting clauses.

No submission by the Debtor to the Lender of a schedule or other particular identification of Property shall be necessary to vest in the Lender the Liens contemplated by this Agreement in each and every item of Property of the Debtor now existing or hereafter acquired, incurred, created, arising or entered into, but rather such Liens shall vest in the Lender immediately upon the acquisition, creation, incurring or arising of, or entering into, any such item of Property without the necessity for any other or further action by the Debtor or by the Lender. The Debtor shall take such steps and observe such formalities as the Lender may request from time to time to create and maintain in favor of the Lender the Liens contemplated by this Agreement in all of the Property, whether now owned or hereafter acquired by the Debtor, and whether now existing or hereafter incurred, created, arising or entered into.

Section 2.2 Absolute Assignment. Debtor absolutely and unconditionally assigns and transfers to Lender all Leases and Rents. The assignment of Rents and Lease herein is absolute, unconditional and immediately effective. This assignment does not collaterally transfer the Rents and Leases to Lender and does not only grant Lender a lien on the Rents and Leases; instead, this assignment absolutely vests title to the same in Lender and constitutes Lender as the owner of the Rents and Leases. So long as there exists no Event of Default, Debtor shall have and is hereby granted a revocable license by Lender to receive and collect all of the payments due under the Rents and Leases. Upon the occurrence of an Event of Default and after expiration of the applicable grace or cure period without the Event of Default being cured, the license shall, ipso facto, automatically terminate without the necessity that Lender gives Debtor any nature of notice or institute against Debtor any nature of legal proceedings or take any other action.

Article 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 General Representations and Warranties. The Debtor represents and warrants to the Lender as follows:

(a) Debtor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, is qualified to transact business in each state where it operates, and has made all filings and is in good standing in every jurisdiction in which the nature of its business requires the qualification.

(b) The Debtor is the owner of the Property and has a good right to grant to the Lender the Liens contemplated by this Agreement; the Property is free and clear of all Liens other than Permitted Encumbrances; and the Debtor hereby warrants and will forever defend the title to the Property unto the Lender, its successors and assigns, against the claims of all persons whomsoever, whether lawful or unlawful, except those claiming under Permitted Encumbrances.

(c) The location (including addresses, if applicable) of (1)  the Debtor’s primary places of business, (2) the Debtor’s chief executive office, (3) the Debtor’s state of incorporation or registration (if the Debtor was created by such state filing), (4) the office where the Debtor keeps the Debtor’s records concerning Accounts, and (5) the site where the Debtor keeps any Tangible Property, are correctly and completely set forth on Exhibit B. The Debtor’s legal name is as set forth in the first paragraph to this Agreement.

(d) To the Debtor’s current actual knowledge, the Property and the use of Debtor’s Homes on the Premises comply with all Governmental Requirements applicable to Manufactured Homes and ownership and management of Manufactured Homes, including, but not limited to, any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes, including all rules, regulations and standards promulgated by South Carolina governing entities, including but not limited to the Manufactured Home Park Tenancy Act, S.C. Code Ann. § 27-47-10, et seq., laws concerning licensing of mobile homes, S.C. Code Ann. § 31-17-310, et seq., laws concerning protection of title to and interests in manufactured homes, S.C. Code Ann. § 56-19-210, 265, and 500, et seq., and rules and regulations promulgated by the South Carolina Manufactured Housing Board as authorzied pursuant to S.C. Code Ann. § 40-29-5 – 380, including, but not limited to S.C. Code Ann. Regs. 79-1 – 44, equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

(e) Debtor has complied with all Governmental Requirements applicable to (1) each Home Owner’s application to rent a Debtor’s Home, (2) the advertising, soliciting, leasing and making of each Lease, (3) the ownership and operation of the Property, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

Article 4

COVENANTS AND AGREEMENTS

Section 4.1 General. The Debtor covenants and agrees with the Lender as follows:

(a) Without the Lender’s prior written consent, the Debtor shall not (1) add to or change any of the locations set forth in Exhibit B; (2) remove any Tangible Property from the locations specified therefor in Exhibit B; (3) alter or change its legal name; (4) change the state of its incorporation or registration (if the Debtor was created by such state filing); (5) alter or change its legal form or status (corporate, partnership or otherwise); or (6) merge, in one transaction or a series of related transaction, into or consolidate with any other entity.

(b) The Debtor shall notify the Lender in writing of any proposed addition to or change in any of the matters described in Section 4.1(a) at least 60 days prior to the date of the proposed change and shall furnish the Lender with any information requested by the Lender in considering the proposed change.

(c) The Debtor shall cause Borrower to remain the owner of the Premises. The Debtor shall promptly deliver to the Lender a written waiver or subordination (in form and substance satisfactory to the Lender) of any Lien with respect to the Property that the owner might have.

(d) The Debtor shall not allow any of the Property to become affixed to any real estate. If at any time any of the Tangible Property should, notwithstanding the foregoing, be affixed to any real estate, the security interest of the Lender under this Agreement shall nevertheless attach to and include such Tangible Property. The Debtor shall promptly furnish to the Lender a description of any such real estate and the names of the record owners thereof, hereby authorizes the Lender to file such additional financing statements and other documents as the Lender may require, obtain from the owners of such real estate and the holders of any Liens thereon such Lien waivers, subordination agreements and other documents as the Lender may request, and shall take such other actions as the Lender may deem necessary or desirable to preserve and perfect the Lender’s security interest in such Tangible Property as a first priority perfected security interest.

(e) The Debtor will not, without the prior written consent of the Lender, (1) sell, license, transfer, convey or otherwise dispose of any of the Debtor Homes, (2) pledge or grant any security interest in any of the Property to any person, except for Permitted Encumbrances, (3) permit any Lien to attach to any of the Property or any levy to be made thereon or any financing statement to be on file with respect to any of the Property, except those related to Permitted Encumbrances, or (4) permit any default or violation to occur under any agreement, covenant or restriction included in Permitted Encumbrances.

(f) The Debtor authorizes the Lender to perfect, preserve, continue, amend and maintain the Lender’s interest in the Property by whatever actions the Lender in its sole discretion deems appropriate under the UCC or applicable law. The Debtor shall assist and cooperate with the Lender in taking such actions and shall pay all costs and expenses incurred by the Lender in order to perfect, preserve, continue, amend and maintain a first priority security interest in the Property. Such actions may include (1) the filing by the Lender of financing statements describing the Property and any amendments thereto; (2) the Lender’s taking possession of the Property, including, but not limited to, taking possession of, and Debtor signing over any Documents of Title related to the Debtor’s Homes; (3) obtaining an acknowledgment from a person in possession of any of the Property that such person is holding the Property for the benefit of the Lender; or (4) the Lender’s placing a legend on chattel paper (tangible or electronic) or any Lease that gives notice of the Lender’s security interest in such chattel paper or Lease (tangible or electronic).

(g) Reserved.

(h) The Lender may correct any patent errors in this Agreement or any financing statements or other documents executed in connection herewith.

(i) The Debtor shall inform the Lender in writing of any material adverse change in any of the representations and warranties of the Debtor under this Agreement, promptly after the Debtor shall learn of such change.

(j) The Debtor shall furnish to the Lender from time to time statements and schedules further identifying and describing the Property and such other reports in connection with the Property as the Lender may reasonably request, all in reasonable detail.

(k) The Debtor shall promptly deliver or cause to be delivered to the Lender the Documents of Title issued for and in connection with any Debtor’s Home now or hereafter included in the Property and shall join with the Lender in executing any documents and taking any actions necessary or desirable in the Lender’s opinion to perfect the Lender’s Liens and security interests in such Debtor’s Homes. As soon as possible, but in no event later than ten (10) business days after the date hereof, Debtor shall (a) file with the appropriate state agency completed and executed applications for certificates of title for Debtor’s Homes (“Applications”), and (b) pay the required filing fee. The Applications shall list the Debtor as the owner of the Debtor’s Homes, Lender as the first lienholder, and no other lienholders. The Applications shall provide that the original Documents of Title shall be mailed directly to Lender upon issuance. Lender must receive Documents of Title for the Homes within sixty (60) days from the Closing Date; provided, however, Debtor shall not be in default hereunder if Debtor timely, accurately, and completely filed all Applications and the delay in receiving the Documents of Title is due solely to the failure of the applicable governmental entity to perform.

(l) The Debtor shall keep and maintain at the Debtor’s own cost and expense complete records of the Property, including a record of all payments received and all credits granted with respect to the Property and all other dealings with the Property. Upon request of the Lender, the Debtor shall make proper entries in such records disclosing the assignment of the Property to the Lender and shall segregate and mark such records with the Lender’s name in a manner satisfactory to the Lender. If an Event of Default exists, the Debtor shall deliver such records to the Lender on demand.

(m) The Debtor shall not file a release, amendment, partial release, or termination statement with respect to any of the Property without the Lender’s prior written consent.

(n) The Debtor shall observe and perform all of the Debtor’s obligations under the Leases.

(o) The Debtor shall enforce or secure in the name of the Lender the performance of each obligation to be performed by any lessee under the Leases.

(p) All Leases shall be on forms that are customary for the rental of Manufactured Homes in the same geographical location, and contain terms that: (1) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (2) list Debtor as the landlord and owner therein, (3) require payment of rents and other amounts payable by Home Owners be payable to Debtor, and (4) are otherwise in compliance with all Governmental Requirements applicable to the leasing of Manufactured Homes.

(q) The Property and the use of the Debtor’s Homes on the Premises shall comply with all Governmental Requirements applicable to Manufactured Homes and ownership and management of Manufactured Homes, including but not limited to any statutes, rules and regulations pertaining to the construction, installation and maintenance of Manufactured Homes, including all rules, regulations and standards promulgated by South Carolina governing entities, including but not limited to the Manufactured Home Park Tenancy Act, S.C. Code Ann. § 27-47-10, et seq., laws concerning licensing of mobile homes, S.C. Code Ann. § 31-17-310, et seq., laws concerning protection of title to and interests in manufactured homes, S.C. Code Ann. § 56-19-210, 265, and 500, et seq., and rules and regulations promulgated by the South Carolina Manufactured Housing Board as authorzied pursuant to S.C. Code Ann. § 40-29-5 – 380, including, but not limited to S.C. Code Ann. Regs. 79-1 – 44,, equal opportunity, anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).

(r) The Debtor shall comply with all Governmental Requirements applicable to (1) each Home Owner’s application to rent a Debtor’s Home, (2) the advertising, soliciting, leasing and making of each Lease, (3) the ownership and operation of the Property, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.

Section 4.2 Taxes and Assessments. The Debtor shall pay when due all taxes, assessments and other charges levied or assessed against any of the Property, and all other claims that are or may become Liens against any of the Property, except any that are Permitted Encumbrances or where such taxes, assessments and other charges are promptly and diligently contested in good faith by Debtor by appropriate proceedings, and where Debtor has established adequate reserves therefore in accordance with GAAP; and should default be made in the payment of same, the Lender, at its option, may pay them.

Section 4.3 Insurance and Risk of Loss.

(a) The Debtor shall keep the Tangible Property insured in such amounts, with such companies and against such risks as may be satisfactory to the Lender. All such policies shall name the Lender as an additional loss payee and shall contain an agreement by the insurer that they shall not be cancelled without at least 30 days prior written notice to the Lender. The Debtor shall cause duplicate originals of such insurance policies to be deposited with the Lender. If requested by the Lender, the Debtor shall, at least 10 days prior to the due date, furnish to the Lender evidence of the payment of the premiums due on such policies.

(b) The Debtor hereby assigns to the Lender each policy of insurance covering any of the Property, including all rights to receive the proceeds and returned premiums of such insurance. With respect to all such insurance policies, the Lender is hereby authorized, but not required, on behalf of the Debtor, to collect for, adjust and compromise any losses and to apply, at its option, the loss proceeds (less expenses of collection) to the Obligations, in any order and whether due or not, or to the repair, replacement or restoration of the Property, or to remit the same to the Debtor; but any such application or remittance shall not cure or waive any default by the Debtor and shall not operate to abate, satisfy or release any of the Obligations. If any insurance proceeds are received by the Debtor, the Debtor shall promptly apply such proceeds to the repair, replacement or restoration of the Property unless the Debtor receives contrary directions from the Lender.

(c) In the event that any Debtor’s Home is destroyed or suffers substantial damage that is not repaired within a period of thirty (30) days, Debtor shall pay to Lender an amount equal to that portion of the unpaid balance of the Obligations allocated to the applicable Debtor’s Home as shown on Lender’s records, absent manifest error, provided, that such prepayment amount shall be reduced by the amount of any insurance proceeds received by the Lender.

(d) In case of a sale pursuant to the default provisions hereof, or any conveyance of all or any part of the Property in extinguishment of the Obligations, title to all such insurance policies and the proceeds thereof and unearned premiums with respect thereto shall pass to and vest in the purchaser of the Property.

(e) The risk of loss or damage to the Property is on the Debtor whether or not the Property is held by or controlled by the Lender.

Section 4.4 Care of Tangible Property; Notice of Loss, etc. The Debtor shall: (a) at all times maintain the Tangible Property in as good condition as it is now in, reasonable wear and tear alone excepted; (b) not use the Tangible Property, or permit it to be used, in violation of any Governmental Requirement; and (c) notify the Lender immediately in writing of any event causing material loss or depreciation in value of any of the Property and of the amount thereof (other than ordinary wear and tear).

Section 4.5 Filing Fees and Taxes. The Debtor agrees, to the extent permitted by law, to pay all recording and filing fees, revenue stamps, taxes and other expenses and charges payable in connection with the execution and delivery of the Loan Documents, and the recording, filing, satisfaction, continuation and release thereof.

Section 4.6 Use of Tangible Property. The Debtor agrees (a) to comply with the terms of any lease covering the premises on which any Tangible Property is located and all Governmental Requirements concerning such premises or the conduct of business thereon; (b) not to conceal or abandon the Tangible Property; and (c) not to lease or hire any of the Tangible Property to any person or permit the same to be leased or used for hire except as provided for in this Agreement or pursuant to Permitted Encumbrances.

Section 4.7 Contracts.

(a) The Debtor shall perform all of the Debtor’s obligations under each Contract in accordance with its terms and shall not commit or permit any default on the part of the Debtor thereunder. The Debtor shall not (1) cancel or terminate any material Contract or consent to or accept any cancellation or termination thereof; (2) modify any material Contract or give any consent, waiver or approval thereunder; (3) waive any default under any material Contract; or (4) take any other action in connection with any material Contract that would impair the value of the interests of the Debtor thereunder or the interests of the Lender under this Agreement.

(b) The Debtor shall notify the Lender promptly in writing of any matters affecting the value, enforceability or collectability of any of the Contracts, including material defaults, delays in performance, disputes, offsets, defenses, counterclaims, returns and rejections and all reclaimed or repossessed property.

Section 4.8 Application of Payments and Collections. The Debtor irrevocably waives the right to direct the application of any payments and collections at any time or times hereafter received by the Lender from or on behalf of the Debtor, and the Debtor irrevocably agrees that the Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by the Lender or its agent against the Obligations, in such order and in such proportions as the Lender may deem advisable, whether due or not, and notwithstanding any entry by the Lender upon its books and records.

Section 4.9 Reserved.

Section 4.10 Visitation. The Debtor shall permit representatives of the Lender from time to time (a) to visit and inspect the Property, all records related thereto, the premises upon which any Property is located, and any of the other offices and properties of the Debtor; (b) to inspect and examine the Property and to inspect, audit, check and make abstracts from the books, records, orders, receipts, correspondence and other data relating to the Property or to any transactions between the Debtor and the Lender; (c) to discuss the affairs, finances and accounts of the Debtor with and be advised as to the same by the officers thereof, if a corporation, or if not by other responsible persons; and (d) to verify the amount, quantity, value and condition of, or any other matter relating to, the Property, all at such times and intervals as the Lender may desire. The Debtor will authorize and instruct any accountants acting for the Debtor to give the Lender any appropriate information the Lender may reasonably request regarding the financial affairs of the Debtor and to furnish the Lender with copies of any relevant documents in their possession related thereto.

Section 4.11 Further Assurances. At the Debtor’s cost and expense, upon request of the Lender, the Debtor shall duly execute and deliver, or cause to be duly executed and delivered, to the Lender such further instruments and do and cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Lender or its counsel to perfect, preserve and protect the validity and priority of the Liens of the Lender in the Property and to carry out more effectively the provisions and purposes of this Agreement. The Debtor hereby appoints and empowers the Lender, or any employee of the Lender which Lender may designate for the purpose, as Debtor’s attorney-in-fact, to execute and/or endorse (and file, as appropriate) on its behalf any documents, agreements, papers, checks, financing statements, Documents of Title, and other documents which, in the Lender’s sole judgment, are necessary to be executed and/or filed in order to (a) perfect or preserve the perfection and priority of the Lender’s security interests granted hereby or by any of the other Loan Documents and (b) collect or realize upon the Property or otherwise exercise its rights and remedies under any of the Loan Documents or applicable law.

Section 4.12 Use and Operation. Whenever any of the Property is in the possession or control of the Lender, whether for perfection, enforcement or otherwise, the Debtor agrees to the Lender’s unrestricted use and operation of the Property. The Debtor waives any rights it may have to require the Lender to keep all nonfungible Property segregated or separately identifiable and agrees that the Lender may commingle any and all of the Property (fungible or otherwise) with its own without any liability to the Debtor for so doing.

Section 4.13 Financial Statements; Reports.

(a) As soon as available, and in any event within one hundred eighty (180) days after the close of Debtor’s fiscal year, Debtor shall furnish Lender with (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance, and (ii) a current rent roll and delinquency report of all Leases of the Debtor’s Homes, all in reasonable detail and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Debtor shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Debtor. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time.

(b) As soon as available, and in any event within thirty (30) days after the end of each calendar quarter, Debtor shall furnish Lender the following: (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such calendar quarter, in each case in comparative form to the figures for the previous calendar quarter all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance; and (ii) a rent roll of all Leases of the Debtor’s Homes, and such other information as Lender may reasonably require all certified as true and correct in all material respects by the manager of Borrower, all as acceptable to Lender in form and substance.

Article 5

EVENTS OF DEFAULT

Section 5.1 Events of Default. The occurrence of any of the following events shall constitute an event of default (an “Event of Default”) under this Agreement (whatever the reason for such event and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any Governmental Requirement):

(a) an “Event of Default” shall occur under the Loan Agreement; or

(b) any representation or warranty made in this Agreement or in any of the other Loan Documents shall prove to be false or misleading in any material respect as of the time made; or

(c) any report, certificate, financial statement or other instrument furnished in connection with the Loan, this Agreement or any of the other Loan Documents, shall prove to be false or misleading in any material respect as of the time made; or

(d) default shall be made in the due observance or performance of any covenant, condition or agreement on the part of the Debtor to be observed or performed pursuant to the terms of this Agreement (other than any covenant, condition or agreement, default in the observance or performance of which is elsewhere in this Section 5.1 specifically dealt with) and such default shall continue unremedied until the date that is 15 days after written notice by the Lender to the Debtor; provided that if such default is of a kind which cannot reasonably be cured within such thirty-day period, the Debtor shall have a reasonable period of time (not to exceed 30 days from the receipt said notice) within which to cure such default, provided that it begins to cure the default promptly after its receipt of such written notice, and proceeds in good faith, and with due diligence, to cure such default; or

(e) any default or event of default, as therein defined, shall occur under any of the other Loan Documents (after giving effect to any applicable notice, grace or cure period specified therein).

Article 6

REMEDIES

Section 6.1 Certain Rights of Lender After Default. If an Event of Default exists that does not already result in the automatic acceleration of the Obligations under another Loan Document, the Lender shall have, in addition to any other rights under this Agreement or the UCC or under applicable law, the right, without notice to the Debtor (or with notice to the Debtor if notice is required and cannot be waived under applicable law), to take any or all of the following actions at the same or different times:

(a) The Lender may exercise any rights, powers and remedies of the Debtor in connection with any Contract or otherwise in respect of the Property, including any rights of the Debtor to demand or otherwise require payment of any amount under, or performance of any provision of, any Contract, and to modify, amend, terminate, replace, settle or compromise any Contract or any sum payable thereunder.

(b) The Lender may (1) notify account debtors that Accounts and Contracts have been assigned to the Lender, demand and receive information from account debtors with respect to Accounts and Contracts, forward invoices to account debtors directing them to make payments to the Lender, collect all Accounts and Contracts in the Lender’s or the Debtor’s name and take control of any cash or non-cash proceeds of Property; (2) enforce payment of any Accounts and Contracts, prosecute any action or proceeding with respect to Accounts and Contracts, extend the time of payment of Accounts and Contracts, make allowances and adjustments with respect to Accounts and Contracts and issue credits against Accounts and Contracts, all in the name of the Lender or the Debtor; (3) settle, compromise, extend, renew, release, terminate or discharge, in whole or in part, any Account or Contract or deal with the same as the Lender may deem advisable; and (4) require the Debtor to open all mail only in the presence of a representative of the Lender, who may take therefrom any remittance on any of the Property.

(c) The Lender may (1) enter upon the Premises or any other place where any Property is located, and through self-help and without judicial process, without first obtaining a final judgment or giving the Debtor notice and opportunity for a hearing and without any obligation to pay rent, (A) remove the Property therefrom to the premises of the Lender or its agent for such time as the Lender may desire to collect or liquidate the Property or (B) take possession of any or all of the Property, exclude the Debtor therefrom, and hold, use, administer, manage and operate the same to the extent that the Debtor could do so, without any liability to the Lender resulting therefrom; and the Lender may collect, receive and receipt for all proceeds accruing from such operation and management, and exercise every power, right and privilege of the Debtor with respect to the Property; (2) render any Property unusable; (3) require the Debtor to assemble the Tangible Property and make it available to the Lender at the Debtor’s premises or any other place selected by the Lender, and to make available to the Lender all of the Debtor’s premises and facilities for the purpose of the Lender’s taking possession of, removing or putting the Tangible Property in salable form; and (4) use, and permit the Lender or any purchaser of any of the Property from the Lender to use, without charge, the Debtor’s labels, General Intangibles and advertising matter or any property of a similar nature, as it pertains to or is included in the Property, in advertising, preparing for sale and selling any Property; and the Debtor’s rights under all licenses, franchise agreements and other General Intangibles shall inure to the Lender’s benefit.

(d) The Lender at its option, shall have the right, power and authority without the need to take possession of the Debtor’s Homes or to obtain the appointment of a receiver, to exercise and enforce any or all of the following rights and remedies with respect to Rents and Leases:

(1) to terminate the license granted to the Debtor to collect the Rents under Sections 2.1 and 2.2, to notify the tenants under the Leases or any other parties in possession of any of the Debtor’s Homes to pay all Rents directly to the Lender and, without taking possession, in the Lender’s own name to demand, collect, receive, sue for, attach and levy the Rents, to give proper receipts, releases and acquittances therefor; and

(2) to take whatever legal proceedings may appear necessary or desirable to enforce any obligation of the Debtor under this Agreement.

(e) The Lender, without demand of performance or other demand, advertisement or notice of any kind (except any notice required by law of a proposed disposition of a Property, which may be given in the manner specified in Section 7.1) to or upon the Debtor or any other person (all of which demands, advertisements and notices are hereby expressly waived, to the extent permitted by law), may forthwith collect, receive, appropriate, repossess and realize upon all or any part of the Property, and may forthwith sell, lease, license, assign, give options to purchase, or sell or otherwise dispose of and deliver all or any part of the Property (or contract to do so), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at any of the Lender’s offices or while situated on the Debtor’s premises or elsewhere at such prices as the Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, the Property shall be sold free of any right of redemption, which right of redemption the Debtor hereby releases. To the extent permitted by applicable law, the Debtor waives all claims, damages, and demands against the Lender arising out of the repossession, retention or sale of the Property.

(f) Lender may terminate the revocable license granted to Debtor, and Lender shall immediately have all rights, powers and authority granted to Debtor 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, Debtor authorizes Lender to collect, sue for and compromise Rents and directs each tenant of the Property to pay all Rents to, or as directed by, Lender, and Debtor shall, upon Debtor’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 Debtor hereby irrevocably authorizes Lender to give, notice to all tenants of the 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 Debtor 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.

Section 6.2 Repossession of the Property; Care and Custody of the Property; etc.

(a) The Debtor shall give the Lender written notice in the manner set forth in Section 7.1 within 24 hours of the date of repossession if the Debtor alleges that any other property of the Debtor was left on or in the repossessed Property at the time of repossession; and such notice shall be an express condition precedent to any action for loss or damages in connection therewith. After receiving any such notice the Lender will have a reasonable time to notify the Debtor as to where the Debtor can collect such property.

(b) The Debtor irrevocably invites the Lender and its agents to enter upon any premises on which any of the Property is now or hereafter located for all purposes related to the Property, including repossession thereof, and consents to any such entry and repossession. Any such entry by the Lender or its agents shall not be a trespass upon such premises, and any such repossession shall not constitute conversion of any Property. The Debtor agrees to indemnify and hold the Lender harmless against, and hereby releases the Lender from, any actions, claims, costs, liabilities or expenses arising directly or indirectly from any entry upon such premises and any repossession of any Property.

(c) If the Lender shall repossess any Property at a time when no Event of Default exists and the repossessed Property is thereafter returned to the Debtor, the damages therefor, if any, shall not exceed the fair rental value of the repossessed Property for the time it was in the Lender’s possession.

(d) The Lender shall be deemed to have exercised reasonable care in the custody and preservation of any Property in its possession if it takes such reasonable actions for that purpose as the Debtor shall request in writing, but the Lender shall have sole power to determine whether such actions are reasonable. Any omission to do any act not requested by the Debtor shall not be deemed a failure to exercise reasonable care.

Section 6.3 Application of Proceeds. Unless prohibited by applicable law, the Lender shall have the continuing exclusive right to apply and reapply the proceeds, including cash and noncash proceeds (sales on credit or notes and otherwise) resulting from the exercise of any of the rights, powers and remedies of the Lender under this Agreement, against the Obligations, in such order and in such proportions as the Lender may deem advisable. All expenses incurred, including all costs and expenses incurred in securing the possession of Property, moving, storing, repairing or finishing the manufacture of Property, and preparing the same for sale, shall become part of the Obligations secured hereby. The Guarantors shall remain liable to the Lender for any deficiency.

Section 6.4 Attorney-in-Fact After Default. The Debtor hereby constitutes and appoints the Lender, or any other person whom the Lender may designate, as the Debtor’s attorney-in-fact, at the Debtor’s cost and expense, to exercise at any time when an Event of Default exists, the following powers, all of which, being coupled with an interest, shall be irrevocable until the Lender’s Liens hereunder have been terminated in accordance with Section 7.17: (a) to sell or assign any of the Property upon such terms, for such amounts and at such times as the Lender deems advisable and to execute any bills of sale or assignments in the name of the Debtor in relation thereto; (b) to take control, in any manner, of any item of payment on, or proceeds of the Property; (c) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Property to which the Debtor has access; (d) to settle, adjust, compromise, extend, renew, discharge, terminate or release the Property in whole or in part; (e) settle, adjust or compromise any legal proceedings brought to collect the Property; (f) to prepare, file and sign the Debtor’s name on any proof of claim in bankruptcy or similar document against any Account debtor; (g) to prepare, file and sign the Debtor’s name on any notice of Lien, assignment or satisfaction or termination of Lien or similar document in connection with the Property; (h) to sign, authenticate or endorse the name of the Debtor upon any chattel paper (tangible or electronic), document, instrument, invoice or similar document or agreement relating to the Property; (i) to use the Debtor’s stationery and to sign the name of the Debtor to verifications of the Accounts and Contracts and notices thereof to Account debtors; (j) to notify postal authorities to change the Debtor’s mailing address to an address designated by the Lender for receipt of payments on Accounts and Contracts; (k) to receive all cash dividends otherwise payable to the Debtor; (l) exercise all of the Debtor’s other rights, powers and remedies with respect to the Property; and (m) to do all acts and things necessary, in the Lender’s sole judgment, to carry out the purposes of this Agreement or to fulfill the Debtor’s obligations hereunder.

Section 6.5 No Obligation to Pursue Others. The Debtor agrees that the Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and the Lender may release, modify or waive any collateral provided by any other person to secure any of the Obligations, all without affecting the Lender’s rights against the Debtor. The Debtor waives any right it may have to require the Lender to pursue any other person for any of the Obligations, and that each of the Obligations may be enforced against the Debtor without the necessity of joining any other Person, any other holders of Liens in any Property or any other Person, as a party.

Section 6.6 Compliance with Other Laws. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Property and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Property.

Section 6.7 Warranties of Title. The Lender may in its sole discretion disclaim any warranties of title or the like in the sale or other disposition of the Property. Such disclaimer will not be considered adversely to affect the commercial reasonableness of any sale of the Property.

Section 6.8 Default Rate. If an Event of Default exists, the Obligations shall bear interest at the Default Rate, until the earlier of (a) such time as all of the Obligations are paid in full or (b) no such Event of Default exists.

Section 6.9 Remedies Cumulative. The rights, powers and remedies of the Lender under this Agreement are cumulative and not exclusive of any other rights, powers or remedies now or hereafter existing at law or in equity.

Article 7

MISCELLANEOUS

Section 7.1 Notices.

(a) Any request, demand, authorization, direction, notice, consent or other document provided or permitted by this Agreement shall be given in the manner, and shall be effective at the time, provided in the Loan Agreement, to the address of Debtor and Lender first set forth above.

(b) Five Business Days written notice to the Debtor as provided above shall constitute reasonable notification to the Debtor when notification is required by law; provided, however, that nothing contained in the foregoing shall be construed as requiring ten Business Days’ notice if, under applicable law and the circumstances then existing, a shorter period of time would constitute reasonable notice.

Section 7.2 Expenses. The Debtor shall promptly on demand pay all costs and expenses, including the reasonable and actual fees and disbursements of counsel to the Lender, incurred by the Lender in connection with (a) the negotiation, preparation and review of this Agreement (whether or not the transactions contemplated by this Agreement shall be consummated), (b) the enforcement of this Agreement, (c) the custody and preservation of the Property, (d) the protection or perfection of the Lender’s rights and interests under this Agreement in the Property, (e) the exercise by or on behalf of the Lender of any of its rights, powers or remedies under this Agreement and (f) the prosecution or defense of any action or proceeding by or against the Lender, the Debtor, any Guarantor, any Account debtor, or any one or more of them, concerning any matter related to this Agreement, any of the Property, or any of the Obligations. All such amounts shall bear interest from the date demand is made at the Default Rate and shall be included in the Obligations secured hereby. The Debtor’s obligations under this Section 7.2 shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 7.3 Successors and Assigns. Whenever in this Agreement any party hereto is referred to, such reference shall be deemed to include the successors and assigns of such party or any other person who becomes bound by this Agreement as a debtor, except that the Debtor may not assign or transfer this Agreement without the prior written consent of the Lender; and all covenants and agreements of the Debtor contained in this Agreement shall bind the Debtor’s successors and assigns or any other person who becomes bound by this Agreement as a debtor and shall inure to the benefit of the successors and assigns of the Lender.

Section 7.4 Joint and Several Liability. If the Debtor is comprised of more than one person, all of the Debtor’s representations, warranties, covenants and agreements under this Agreement shall be joint and several and shall be binding on and enforceable against either, any or all of the persons comprising the Debtor. If any one or more of the persons comprising the Debtor is in default, the Lender my exercise its remedies on default against all of the person or entities that together comprise the Debtor.

Section 7.5 Independent Obligations. The Debtor agrees that each of the obligations of the Debtor to the Lender under this Agreement may be enforced against the Debtor without the necessity of joining any other obligor, any other holders of Liens in any Property or any other Person, as a party.

Section 7.6 Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Tennessee (without regard to conflict of law principles) except as required by mandatory provisions of law and except to the extent that the validity, perfection and enforcement of the Liens on the Property are governed by the laws of any jurisdiction other than the State of Tennessee.

Section 7.7 Date of Agreement. The date of this Agreement is intended as a date for the convenient identification of this Agreement and is not intended to indicate that this Agreement was executed and delivered on that date.

Section 7.8 Separability Clause. If any provision of the Loan Documents shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same agreement.

Section 7.10 No Oral Agreements. This Agreement is the final expression of the agreement between the parties hereto, and this Agreement may not be contradicted by evidence of any prior oral agreement between such parties. All previous oral agreements between the parties hereto have been incorporated into this Agreement and the other Loan Documents, and there is no unwritten oral agreement between the parties hereto in existence.

Section 7.11 Waiver and Election. The exercise by the Lender of any option given under this Agreement shall not constitute a waiver of the right to exercise any other option. No failure or delay on the part of the Lender in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. No modification, termination or waiver of any provisions of the Loan Documents, nor consent to any departure by the Debtor therefrom, shall be effective unless in writing and signed by an authorized officer of the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Debtor in any case shall entitle the Debtor to any other or further notice or demand in similar or other circumstances.

Section 7.12 No Obligations of Lender; Indemnification. The Lender does not by virtue of this Agreement or any of the transactions contemplated by the Loan Documents assume any duties, liabilities or obligations with respect to any of the Property unless expressly assumed by the Lender under a separate agreement in writing, and this Agreement shall not be deemed to confer on the Lender any duties or obligations that would make the Lender directly or derivatively liable for any person’s negligent, reckless or willful conduct. The Debtor agrees to indemnify and hold the Lender harmless against and with respect to any damage, claim, action, loss, cost, expense, liability, penalty or interest (including reasonable and actual attorney’s fees) and all costs and expenses of all actions, suits, proceedings, demands, assessments, claims and judgments directly or indirectly resulting from, occurring in connection with, or arising out of: (a) any inaccurate representation made by the Debtor or any Person in this Agreement or any other Loan Document; (b) any breach of any of the warranties or obligations of the Debtor or any Person under this Agreement or any other Loan Document; and (c) the Property, or the Liens of the Lender thereon. The provisions of this Section 7.12 shall survive the payment of the Obligations in full and the termination, satisfaction, release (in whole or in part) and foreclosure of this Agreement.

Section 7.13 Advances by the Lender. If the Debtor shall fail to comply with any of the provisions of this Agreement, the Lender may (but shall not be required to) make advances to perform the same, and where necessary enter any premises where any Property is located for the purpose of performing the Debtor’s obligations under any such provision. The Debtor agrees to repay all such sums advanced upon demand, with interest from the date such advances are made at the Default Rate, and all sums so advanced with interest shall be a part of the Obligations. The making of any such advances shall not be construed as a waiver by the Lender of any Event of Default resulting from the Debtor’s failure to pay such amounts.

Section 7.14 Rights, Liens and Obligations Absolute. All rights of the Lender hereunder, all Liens granted to the Lender hereunder, and all obligations of the Debtor hereunder, shall be absolute and unconditional and shall not be affected by (a) any lack of validity or enforceability as to any other person of any of the Loan Documents, (b) any change in the time, manner or place of payment of, or any other term of the Obligations, (c) any amendment or waiver of any of the provisions of the Loan Documents as to any other person, and (d) any exchange, release or non-perfection of any other collateral or any release, termination or waiver of any guaranty, for any of the Obligations.

Section 7.15 Debtor Liable on Contracts. Notwithstanding anything in this Agreement to the contrary (a) the Debtor shall remain liable under the Contracts to perform all of the Debtor’s duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Lender of any rights hereunder shall not release the Debtor from any of the Debtor’s obligations under the Contracts, and (c) the Lender shall not have any obligation or liability under the Contracts by reason of this Agreement or the receipt by the Lender of any payment hereunder, nor shall the Lender be obligated to perform any of the obligations of the Debtor under the Contracts, to take any action to collect, file and enforce any claim for payment assigned to the Lender hereunder, or to make any inquiry as to the nature or sufficiency of any payment received by it or the adequacy of any performance by any party.

Section 7.16 Security Instrument. If any of the Property is also subject to a valid and enforceable Lien under the Security Instrument and the terms of the Security Instrument are inconsistent with the terms of this Agreement, then, at the option of the Lender, the terms of the Security Instrument shall be controlling with respect to Property that relates to the real property described in the Security Instrument, and the terms of this Agreement shall be controlling in the case of all other Property.

Section 7.17 Termination. This Agreement and the Lender’s Liens in the Property hereunder will not be terminated until one of the Lender’s officers signs a written termination agreement. Except as otherwise expressly provided for in this Agreement, no termination of this Agreement shall in any way affect or impair the representations, warranties, agreements or other obligations of the Debtor or the rights, powers and remedies of the Lender under this Agreement with respect to any transaction or event occurring prior to such termination, all of which shall survive such termination. Even if all of the Obligations outstanding at any one time should be paid in full, this Agreement will continue to secure any Obligations that might later be owed the Lender until such written termination agreement has been executed by the Lender. Except as otherwise provided herein or in the Loan Agreement, in no event shall the Lender be obligated to terminate its Liens under this Agreement or return or release any of the Property to the Debtor (a) until the payment in full of all Obligations then outstanding, (b) if the Lender is obligated to extend credit to the Debtor, (c) if any contingent obligation of the Debtor to the Lender remains outstanding, or (d) until the expiration of any period for avoiding or setting aside any payment to the Lender under bankruptcy or insolvency laws.

Section 7.18 Reinstatement. This Agreement, the obligations of the Debtor hereunder, and the Liens, rights, powers and remedies of the Lender hereunder, shall continue to be effective, or be automatically reinstated, as the case may be, if at any time any amount applied to the payment of any of the Obligations is rescinded or must otherwise be restored or returned to the Debtor, any Guarantor, or any other person (or paid to the creditors of any of them, or to any custodian, receiver, trustee or other officer with similar powers with respect to any of them, or with respect to any part of their property) upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Debtor, any Guarantor, or any such person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with respect to any of them, or with respect to any part of their property, or otherwise, all as though such payment had not been made.

Section 7.19 Submission to Jurisdiction. The Debtor irrevocably (a) acknowledges that this Agreement will be accepted by the Lender and performed by the Debtor in the State of Tennessee; (b) submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Tennessee, Knoxville Division and, outside the subject matter jurisdiction of such court, to the state courts of Blount County, Tennessee (collectively, the “Courts”) over any suit, action or proceeding arising out of or relating to this Agreement to determine any issues arising out of or relating to this Agreement or any of the other Loan Documents (individually, an “Agreement Action”); (c) waives, to the fullest extent permitted by law, any objection or defense that the Debtor may now or hereafter have based on improper venue, lack of personal jurisdiction, inconvenience of forum or any similar matter in any Agreement Action brought in any of the Courts; (d) agrees that final judgment in any Agreement Action brought in any of the Courts shall be conclusive and binding upon the Debtor and may be enforced in any other court to the jurisdiction of which the Debtor is subject, by a suit upon such judgment; and (e) AGREES THAT THE PROVISIONS OF THIS SECTION, EVEN IF FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE “FAIR WARNING” TO THE DEBTOR THAT THE EXECUTION OF THIS AGREEMENT MAY SUBJECT THE DEBTOR TO THE JURISDICTION OF THE COURTS WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS FORESEEABLE BY THE DEBTOR THAT THE DEBTOR MAY BE SUBJECTED TO THE JURISDICTION OF SUCH COURTS AND MAY BE SUED IN THE STATE OF TENNESSEE IN ANY AGREEMENT ACTIONS. Nothing in this Section 7.19 shall limit or restrict the Lender’s right to serve process or bring Agreement Actions in manners and in courts otherwise than as herein provided.

Section 7.20 Waiver of Jury Trial. THIS AGREEMENT INCORPORATES BY REFERENCE THE REQUIREMENTS FOR WAIVER OF JURY TRIAL SET FORTH IN THE LOAN AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Debtor has caused this Security Agreement and Assignment of Rents dated as first set forth above to be executed by its duly authorized representative.

STATE OF Texas)

COUNTY OF Bell)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Raymond M. Gee with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of GVEST Finance, LLC, a North Carolina limited liability company, the sole Member of GVEST WAKE FOREST 2 HOMES LLC, a North Carolina limited liability company, the within named bargainor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the bargainor in such capacity.

Witness my hand and seal, this 10 day of November      , 2022.

My Commission Expires: September 27, 2025

EXHIBIT A

DEBTOR’S HOMES

(redacted)

EXHIBIT B

(Locations)

1. Address(es) of the Debtor’s primary place of business and chief executive office:

136 Main Street, Pineville, NC 28134

2. Address(es) where Debtor keeps the Debtor’s records concerning Accounts:

136 Main Street, Pineville, NC 28134

3. Address(es) of property owned by the Debtor on which any Tangible Property is or will be located:

None.

4. Address(es) of property not owned by the Debtor on which any Tangible Property is or will be located:

(i) the Country Road Manufactured Home Community, 665 Mt. Olivet Church Rd., Franklinton, NC 27525, and

(ii) the Cooley’s Manufactured Home Community, 8005 Zebulon Rd., Youngsville, NC 27596

1. State of incorporation or registration (if the Debtor was created by such state filing):

North Carolina

Exhibit 10.12

ASSIGNMENT OF OWNERSHIP INTERESTS

This ASSIGNMENT OF OWNERSHIP INTERESTS (the “Assignment”) is entered into effective as of November 14, 2022 by WAKE FOREST 2 MHP LLC, a North Carolina limited liability company, with an address for notice of 136 Main Street, Pineville, North Carolina 28134, Attn: Raymond M. Gee (individually and collectively, “Grantor”), in favor of VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation, whose address for notice is 500 Alcoa Trail, Maryville, Tennessee 37804 (“Lender”).

RECITALS

A. MACRAL PROPERTIES, LLC, a North Carolina limited liability company, and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company (individually and collectively, “Borrower”), is indebted to Lender pursuant to a loan (“Loan”) evidenced, governed, and/or secured by the following (collectively, the “Loan Documents”): (i) that certain Promissory Note (“Note”) dated of even date herewith from Borrower to Lender in the principal amount of $3,600,000.00; (ii) that certain Loan Agreement (“Loan Agreement”) dated of even date herewith by and between Borrower and Lender; and (iii) those Loan Documents (as defined in the Loan Agreement), all as the same may from time to time be amended, restated, modified, consolidated, renewed or replaced. Capitalized terms used herein, but not otherwise defined herein, shall have those meanings ascribed thereto in the Loan Agreement.

B. Grantor is the sole Member of MACRAL PROPERTIES, LLC and RON-RAN ENTERPRISES, LLC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(e) Name; Place of Formation; Continuous Existence. Without Lender’s prior written consent, Grantor shall not change (i) its name; (ii) its business or legal structure; (iii) its state of formation; (iv) its principal place of business or chief executive office if it has more than one place of business. In addition, Grantor shall not discontinue its usual business, or commence to dissolve, wind-up or liquidate itself.

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

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

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

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

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

5. Grantor’s Powers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10. Remedies and Rights Upon Event of Default.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Signature page follows]

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

STATE OF North Carolina)

COUNTY OF Mecklenburg)

Before me, the undersigned, a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties Inc., a Nevada corporation, which is the Sole Member of WAKE FOREST 2 MHP LLC, a North Carolina limited liability company, the within named Grantor, and that he in such capacity, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Grantor in such capacity.

Witness my hand and seal, this 7 day of November, 2022.

My Commission Expires: March 25, 2022

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