Exhibit 10.9


 


SECURITY
AGREEMENT


(Occupied
Home Facility)


 


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


 


W
I T N E S S E T H:


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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




 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






    - 3 -


     


    

 


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


 


If
to Lender:


 


Camargo
Investments III, LLC


19 South Great Water Avenue


Beverly Shores, Indiana 46301


Attention: Adam Peterson


 


If
to Borrower:


 


GVEST
HOMES I LLC


See
Address in preamble


 


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


 


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


 


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


 


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


 






    - 4 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


[Signature
page follows]


 






    - 5 -


     


    

 


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


 





	 	BORROWER:
	 	 	 
	 	GVEST
                                             HOMES I LLC,



	 	a Delaware limited liability company



	 	 	 
	 	By:	/s/
    Raymond M. Gee
	 	Name:	Raymond M. Gee


	 	Its:	Manager



 





	STATE OF	North
    Carolina	)	 	 
	 	 	)	SS.	 
	COUNTY OF	Mecklenburg	)	 	 






 


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


 


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


 





	 	/s/ Janalyn M Bailey
	 	Notary Public


	 	 
	 	My Commission Expires: 03/25/2024





 


	 		JANALYN
                                         M BAILEY

                                         Notary Public - North
    Carolina

                                         Mecklenburg Country

                                         My Commission Expires Mar 25, 2024



	



 


 


[Signature
Page to Security Agreement]


 






     


     


    

 


Schedule
1


 


Description
of Homes


 


Attached
following this page.


 






    Sch. 1


     


    

 


	Resident Last Name
	 	Resident First Name
	 	Community
	 	Address
	 	Site Number
	 	City
	 	State
	 	Zip Code
	 	Home Rent
	 	Site Rent
	 	THC


	 	Model Year
	 	Manufacturer
	 	Model	 	VIN#
	 	Width
	 	Length
	 	DW/SW
	 	Total Allocated Loan

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Totals	 	$	464.79	 	$	414.36	 	$	879.15	 	1994	 	 	 	 	 	 	 	14	 	70	 	986	 	1,568,000.00
	Enriquez-Mauricio	 	Merced	 	Crestview MHP LLC	 	1 Leisure Lane	 	1	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1994	 	Hort MH	 	 	 	H103479G	 	14	 	70	 	S	 	13,217.14
	Rock	 	Sabrina	 	Crestview MHP LLC	 	2 Leisure Lane	 	2	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1999	 	Norr Winchester	 	 	 	NO1025427TN	 	14	 	66	 	S	 	13,217.14
	Avellaneda	 	Mercedalia	 	Crestview MHP LLC	 	5 Leisure View	 	5	 	Flat Rock	 	NC	 	28726	 	 	505.00	 	$	425.00	 	 	930	 	1995	 	Oakw MH	 	 	 	HONC38014CK3307540	 	14	 	80	 	S	 	19,631.34
	Gonzalez	 	Jesus	 	Crestview MHP LLC	 	7 Leisure Lane	 	7	 	Flat Rock	 	NC	 	28726	 	 	525.00	 	$	425.00	 	 	950	 	1996	 	Kirk MH	 	 	 	13834484	 	14	 	76	 	S	 	19,040.94
	Pimentel Damian	 	Carlos	 	Crestview MHP LLC	 	9 Leisure Lane	 	9	 	Flat Rock	 	NC	 	28726	 	 	425.00	 	$	425.00	 	 	850	 	1998	 	Oakw MH	 	 	 	HONC03315108	 	14	 	70	 	S	 	16,521.42
	Smith Villers	 	Linda	 	Crestview MHP LLC	 	10 Leisure Lane	 	10	 	Flat Rock	 	NC	 	28726	 	 	390.00	 	$	425.00	 	 	815	 	1995	 	Norr	 	 	 	 	 	14	 	76	 	S	 	15,160.83
	Garcia	 	Anabertha	 	Crestview MHP LLC	 	14 Leisure View	 	14	 	Flat Rock	 	NC	 	28726	 	 	425.00	 	$	425.00	 	 	850	 	1996	 	Oxfo	 	 	 	OHC004972NC	 	14	 	76	 	S	 	16,521.42
	Smith	 	James	 	Crestview MHP LLC	 	17 Leisure View	 	17	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1999	 	Norr	 	 	 	NO1024627TN	 	14	 	76	 	S	 	18,654.91
	Martinez Ramirez	 	Edwardo	 	Crestview MHP LLC	 	18 Leisure View	 	18	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2000	 	Clay	 	 	 	CWP007052TN	 	14	 	80	 	S	 	19,048.23
	Diaz Torres	 	Carlos Richard	 	Crestview MHP LLC	 	19 Leisure View	 	19	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Spri MH	 	 	 	8Y140975I	 	14	 	80	 	S	 	17,024.55
	Perez	 	Geovanni	 	Crestview MHP LLC	 	21 Leisure Lane	 	21	 	Flat Rock	 	NC	 	28726	 	 	525.00	 	$	425.00	 	 	950	 	1996	 	Flee Edge	 	 	 	NCFLT41A45178EW12	 	14	 	70	 	S	 	19,019.56
	Duncan	 	Carroll	 	Crestview MHP LLC	 	23 Leisure Lane	 	23	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1994	 	Ceda	 	 	 	80141068G	 	14	 	80	 	S	 	19,048.23
	Sollenberger	 	Joshua	 	Crestview MHP LLC	 	24 Leisure Lane	 	24	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1996	 	Oakw Clayton	 	 	 	16L06632	 	14	 	72	 	S	 	13,217.14
	Flores Gallegos	 	Jose	 	Crestview MHP LLC	 	29 Leisure Lane	 	29	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1998	 	Norr	 	 	 	N01024073TN	 	14	 	66	 	S	 	13,217.14
	Moore	 	Brittanie	 	Crestview MHP LLC	 	35 Leisure Lane	 	35	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Kent Giles	 	 	 	GI16385	 	14	 	76	 	S	 	19,048.23
	Cruz	 	Maria	 	Crestview MHP LLC	 	37 Leisure Lane	 	37	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1996	 	Redm	 	 	 	13833323	 	14	 	76	 	S	 	13,217.14
	Ramos	 	Andrew	 	Crestview MHP LLC	 	39 Leisure Lane	 	39	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1996	 	Coug General	 	 	 	GMHGA245959092	 	14	 	76	 	S	 	13,217.14
	Plott	 	Casey	 	Crestview MHP LLC	 	42 Leisure Lane	 	42	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1993	 	Clay	 	 	 	CLM055926TN	 	14	 	66	 	S	 	13,217.14
	Coutino Ramos	 	Izeth	 	Crestview MHP LLC	 	44 Leisure Lane	 	44	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Will MH	 	 	 	NO1021848TN	 	14	 	80	 	S	 	19,048.23
	Gilliland	 	Amy	 	Crestview MHP LLC	 	45 Leisure Lane	 	45	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1992	 	Free	 	 	 	HONC57014CK2514409	 	14	 	66	 	S	 	13,217.14
	Sanchez Cortez	 	Jose	 	Crestview MHP LLC	 	49 Leisure Lane	 	49	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2000	 	Redm	 	 	 	13847737	 	14	 	80	 	S	 	18,611.45
	Jennings	 	Joseph	 	Crestview MHP LLC	 	51 Leisure Lane	 	51	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1996	 	Pion	 	 	 	PH1305GA8986	 	14	 	76	 	S	 	13,217.14
	Bulow	 	Kristina	 	Crestview MHP LLC	 	53 Leisure Lane	 	53	 	Flat Rock	 	NC	 	28726	 	 	365.00	 	$	425.00	 	 	790	 	1995	 	Coro	 	 	 	NCFLR41A32927CV12	 	14	 	70	 	S	 	14,188.98
	Ramirez-Trejo	 	Cristal	 	Crestview MHP LLC	 	54 Leisure Lane	 	54	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1995	 	Ceda	 	 	 	80140750H	 	14	 	80	 	S	 	13,217.14
	Castillo	 	Dalvina	 	Crestview MHP LLC	 	55 Leisure Lane	 	55	 	Flat Rock	 	NC	 	28726	 	 	405.00	 	$	425.00	 	 	830	 	1995	 	Mead Skyline	 	 	 	2N140502H	 	14	 	70	 	S	 	15,743.94
	Corral Perez	 	Anayely	 	Crestview MHP LLC	 	57 Leisure Lane	 	57	 	Flat Rock	 	NC	 	28726	 	 	540.00	 	$	425.00	 	 	965	 	1996	 	Redm MH	 	 	 	13834268	 	14	 	80	 	S	 	20,785.85
	Slydell	 	Jellisha	 	Crestview MHP LLC	 	61 Leisure Lane	 	61	 	Flat Rock	 	NC	 	28726	 	 	375.00	 	$	425.00	 	 	800	 	1989	 	Palm	 	 	 	PH113193	 	14	 	70	 	S	 	14,577.72
	Trejo-Mejia	 	Consuelito	 	Crestview MHP LLC	 	63 Leisure Lane	 	63	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	2002	 	Clay	 	 	 	CWP010974TN	 	14	 	70	 	S	 	13,217.14
	Laughter	 	Corrine	 	Crestview MHP LLC	 	65 Leisure Lane	 	65	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Flee	 	 	 	NCFLT41A45181EW12	 	 	 	 	 	S	 	16,724.75
	Muniz Mendoza	 	Maria De Lourdes	 	Crestview MHP LLC	 	66 Leisure Lane	 	66	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1999	 	REDM	 	 	 	13845816	 	14	 	80	 	S	 	19,048.23
	Hougan	 	Christopher	 	Crestview MHP LLC	 	67 Leisure Lane	 	67	 	Flat Rock	 	NC	 	28726	 	 	525.00	 	$	425.00	 	 	950	 	1998	 	Flee	 	 	 	VAFLW19A48679SB12	 	14	 	80	 	S	 	18,866.76
	Perez	 	Isreal	 	Crestview MHP LLC	 	69 Leisure Lane	 	69	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2001	 	Oakw	 	 	 	HONC03321635	 	14	 	66	 	S	 	19,048.23
	Rodriguez-Castaneda	 	Gloria	 	Crestview MHP LLC	 	72 Leisure Lane	 	72	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1991	 	Clay	 	 	 	CLM051009TN	 	14	 	66	 	S	 	19,048.23
	Johnson	 	Dante	 	Crestview MHP LLC	 	77 Leisure View	 	77	 	Flat Rock	 	NC	 	28726	 	 	290.00	 	$	425.00	 	 	715	 	1998	 	Flee	 	 	 	VAFLV19A48478SB12	 	14	 	76	 	S	 	5,143.76
	Worthy	 	Devin	 	Crestview MHP LLC	 	78 Leisure Lane	 	78	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Redm	 	 	 	13834246	 	14	 	52	 	S	 	19,048.23
	Flores-Salas	 	Maria	 	Crestview MHP LLC	 	79 Leisure View	 	79	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1996	 	Redman	 	 	 	13834942	 	14	 	70	 	S	 	13,217.14
	Gonzalez	 	Victor	 	Crestview MHP LLC	 	80 Leisure View	 	80	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1998	 	Kent	 	 	 	GI19616	 	14	 	70	 	S	 	13,217.14
	Burrell	 	Tammy	 	Crestview MHP LLC	 	84 Leisure Lane	 	84	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Norr	 	 	 	NO1021208TN	 	14	 	70	 	S	 	19,019.56
	Arboleda	 	Wences	 	Crestview MHP LLC	 	87 Leisure Lane	 	87	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1998	 	Redm	 	 	 	13841924	 	14	 	70	 	S	 	19,048.23
	Waldrop	 	John	 	Crestview MHP LLC	 	88 Leisure Lane	 	88	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1997	 	Flee Vogu	 	 	 	NCFLV41A38096VL13	 	14	 	76	 	S	 	19,048.23
	Gomez	 	Deysi	 	Crestview MHP LLC	 	89 Leisure View	 	89	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2001	 	Redm	 	 	 	13848236	 	14	 	70	 	S	 	19,048.23
	VanDeVoorde	 	Jay	 	Crestview MHP LLC	 	91 Leisure View	 	91	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2001	 	Clay	 	 	 	CLM077257TN	 	 	 	 	 	S	 	19,048.23
	Kichton	 	Charlotte	 	Crestview MHP LLC	 	94 Leisure View	 	94	 	Flat Rock	 	NC	 	28726	 	 	340.00	 	$	425.00	 	 	765	 	1987	 	Palm	 	 	 	PH140189	 	14	 	76	 	S	 	13,217.14
	Rutledge	 	Johnathon	 	Crestview MHP LLC	 	95 Leisure Lane	 	95	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1998	 	Clar Fleetwood	 	 	 	VAFLJ19A22904CM	 	14	 	70	 	S	 	19,040.94
	King	 	Edward	 	Crestview MHP LLC	 	96 Leisure View	 	96	 	Flat Rock	 	NC	 	28726	 	 	540.00	 	$	425.00	 	 	965	 	1996	 	Flee Edge	 	 	 	CWP003704TN	 	14	 	70	 	S	 	18,866.76
	Santillan	 	Shannon	 	Crestview MHP LLC	 	98 Leisure View	 	98	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1998	 	Clay	 	 	 	HONC03318224	 	14	 	76	 	S	 	19,048.23
	Robinson	 	Tara	 	Crestview MHP LLC	 	99 Leisure View	 	99	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1998	 	Redm	 	 	 	13842472	 	14	 	70	 	S	 	17,025.03
	Arroyo	 	Kelly	 	Crestview MHP LLC	 	100 Leisure View	 	100	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1995	 	Flee Vogu	 	 	 	NCFLR41A32359VO	 	14	 	76	 	S	 	19,048.23
	Waddell	 	Annie	 	Crestview MHP LLC	 	101 Leisure View	 	101	 	Flat Rock	 	NC	 	28726	 	 	425.00	 	$	425.00	 	 	850	 	1997	 	Clay	 	 	 	CLM066825TN	 	 	 	 	 	S	 	16,521.42
	Lassiter	 	Breck	 	Crestview MHP LLC	 	105 Leisure View	 	105	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1996	 	Kent Giles	 	 	 	GI16732	 	14	 	76	 	S	 	19,048.23
	Barcena Guerrero	 	Victorino	 	Crestview MHP LLC	 	107 Leisure View	 	107	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2000	 	REDM	 	 	 	13847827	 	14	 	80	 	S	 	19,048.23
	Robles	 	Abriana	 	Crestview MHP LLC	 	110 Leisure View	 	110	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1997	 	Norr	 	 	 	NO10222922TN	 	14	 	76	 	S	 	19,048.23
	Summey	 	Samuelle	 	Crestview MHP LLC	 	112 Leisure View	 	112	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	2000	 	Redm	 	 	 	13846026	 	14	 	80	 	S	 	19,048.23
	Gomez Hernandez	 	Enrique	 	Crestview MHP LLC	 	92 Crest Hill Road	 	92 Crest	 	Flat Rock	 	NC	 	28726	 	 	490.00	 	$	425.00	 	 	915	 	1999	 	Redm	 	 	 	13845473	 	14	 	80	 	S	 	19,048.23
	Shipley	 	Hope	 	Maple Hills MHP LLC	 	15 Maple Hill Circle	 	2	 	Mills River	 	NC	 	28759	 	 	425.00	 	 	400.00	 	 	825	 	1980	 	Pace	 	 	 	ALFRC0206541A	 	14	 	70	 	S	 	16,521.42
	Dorta	 	Luis	 	Maple Hills MHP LLC	 	29 Maple Hill Circle	 	4	 	Mills River	 	NC	 	28759	 	 	525.00	 	 	400.00	 	 	925	 	1991	 	Oakwood	 	 	 	HONC27214CK2224480	 	14	 	70	 	S	 	20,408.81
	Tinsley	 	Robert	 	Maple Hills MHP LLC	 	54 Maple Hill Circle	 	5	 	Mills River	 	NC	 	28759	 	 	275.00	 	 	400.00	 	 	675	 	2009	 	SCTB	 	 	 	SBHGA1120903971	 	14	 	66	 	S	 	10,690.33
	Chavez	 	Kassidy Jane	 	Maple Hills MHP LLC	 	135 Maple Hill Circle	 	6	 	Mills River	 	NC	 	28744	 	 	500.00	 	 	400.00	 	 	900	 	2000	 	Redman	 	 	 	13847821	 	14	 	76	 	S	 	17,110.78
	Ordonez	 	Marcelo	 	Maple Hills MHP LLC	 	128 Maple Hill Circle	 	7	 	Mills River	 	NC	 	28738	 	 	450.00	 	 	400.00	 	 	850	 	1992	 	Hort	 	 	 	H97963G	 	14	 	60	 	S	 	13,636.48
	Vasarella	 	Larry	 	Maple Hills MHP LLC	 	146 Maple Hill Circle	 	9	 	Mills River	 	NC	 	28742	 	 	375.00	 	 	400.00	 	 	775	 	1990	 	King	 	 	 	MY908872K	 	14	 	72	 	S	 	14,577.72
	Vasil	 	Jerad	 	Maple Hills MHP LLC	 	161 Maple Hill Circle	 	10	 	Mills River	 	NC	 	28759	 	 	450.00	 	 	400.00	 	 	850	 	1990	 	Summ	 	 	 	H78486G	 	14	 	70	 	S	 	13,636.48
	Jacquez	 	Luis	 	Maple Hills MHP LLC	 	173 Maple Hill Circle	 	12	 	Mills River	 	NC	 	28756	 	 	475.00	 	 	400.00	 	 	875	 	1987	 	Kirk	 	 	 	13814662	 	14	 	70	 	S	 	18,465.12
	Dean	 	Jacob	 	Maple Hills MHP LLC	 	15 Maple Tree Court	 	17	 	Mills River	 	NC	 	28759	 	 	400.00	 	 	400.00	 	 	800	 	1987	 	Glen	 	 	 	16L02542	 	14	 	70	 	S	 	14,927.03
	Ralios	 	Isabel	 	Maple Hills MHP LLC	 	239 Maple Hill Circle	 	18	 	Mills River	 	NC	 	28759	 	 	575.00	 	 	400.00	 	 	975	 	1996	 	Sadd	 	 	 	VAFLK19A43945SV19	 	16	 	63	 	S	 	15,566.65
	Lively	 	Mitzie	 	Maple Hills MHP LLC	 	23 Maple Tree Court	 	19	 	Mills River	 	NC	 	28759	 	 	550.00	 	 	400.00	 	 	950	 	2000	 	Clayton	 	 	 	CWp008449TN	 	14	 	56	 	S	 	17,110.78
	Hinson	 	Lisa	 	Maple Hills MHP LLC	 	246 Maple Hill Circle	 	21	 	Mills River	 	NC	 	28759	 	 	475.00	 	 	400.00	 	 	875	 	1992	 	Vogu	 	 	 	NCFLN41A23171VO	 	14	 	70	 	S	 	16,086.59
	Erwin	 	Linda	 	Maple Hills MHP LLC	 	257 Maple Hill Circle	 	22	 	Mills River	 	NC	 	28759	 	 	500.00	 	 	400.00	 	 	900	 	1989	 	Clayton	 	 	 	CLM046453TN	 	14	 	70	 	S	 	12,842.03
	Feher	 	Cameron	 	Maple Hills MHP LLC	 	147 Maple View Drive	 	25	 	Mills River	 	NC	 	28759	 	 	575.00	 	 	400.00	 	 	975	 	1981	 	Rich	 	 	 	N50898	 	14	 	64	 	S	 	22,352.51




 






    Sch. 2


     


    

 

	Resident
                                         Last Name
	 	Resident
                                         First Name
	 	Community
	 	Address
	 	Site
                                         Number
	 	City
	 	State
 
	 	Zip
                                         Code
	 	Home
                                         Rent
	 	Site
                                         Rent
	 	THC
	 	Model
                                         Year
	 	Manufacturer
	 	Model	 	VIN#
	 	Width
	 	Length
	 	DW/SW
	 	Total
                                         Allocated Loan

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Totals	 	$	464.79	 	$	414.36	 	$	879.15	 	1994	 	 	 	        	 	 	 	14	 	70	 	986	 	1,568,000.00
	Meister	 	Michelle	 	Maple Hills MHP LLC	 	139 Maple View Drive	 	27	 	Mills River	 	NC	 	28759	 	 	600.00	 	 	400.00	 	 	1,000	 	2008	 	SCTB	 	 	 	SBHGA1280702708	 	14	 	66	 	S	 	18,012.20
	Bates	 	Richard	 	Maple Hills MHP LLC	 	289 Maple Hill Circle	 	28	 	Mills River	 	NC	 	28755	 	 	425.00	 	 	400.00	 	 	825	 	1995	 	Oakwood	 	 	 	HONC05524008	 	14	 	70	 	S	 	13,333.80
	Poore	 	Azyia	 	Maple Hills MHP LLC	 	119 Maple View Drive	 	29	 	Mills River	 	NC	 	28745	 	 	500.00	 	 	400.00	 	 	900	 	2008	 	SCTB	 	 	 	SBHGA1270702704	 	14	 	66	 	S	 	19,436.97
	Underwood	 	Lashana	 	Maple Hills MHP LLC	 	317 Maple Hill Circle	 	34	 	Mills River	 	NC	 	28759	 	 	405.00	 	 	400.00	 	 	805	 	1999	 	Redman	 	 	 	13845078	 	16	 	70	 	S	 	15,743.94
	Kitchen	 	Teresa (WCCA)	 	Maple Hills MHP LLC	 	142 Maple View Drive	 	35	 	Mills River	 	NC	 	28750	 	 	400.00	 	 	400.00	 	 	800	 	1987	 	Bonn	 	 	 	BNAL14663106	 	14	 	70	 	S	 	15,549.57
	Gardner	 	Christopher	 	Maple Hills MHP LLC	 	154 Maple View Drive	 	37	 	Mills River	 	NC	 	28759	 	 	500.00	 	 	400.00	 	 	900	 	1990	 	Hort	 	 	 	H78390G	 	16	 	70	 	S	 	13,515.81
	Sanchez	 	Sergio	 	Maple Hills MHP LLC	 	193 Maple Hill Homes
    Dr	 	40	 	Mills River	 	NC	 	28759	 	 	575.00	 	 	400.00	 	 	975	 	1986	 	Conn	 	 	 	CHCCNC681410033ES6044	 	14	 	70	 	S	 	17,826.53
	Dudley	 	Sydney	 	Maple Hills MHP LLC	 	139 Maple Hill Homes
    Dr	 	43	 	Mills River	 	NC	 	28753	 	 	500.00	 	 	400.00	 	 	900	 	1989	 	West	 	 	 	GAFLK75A07343WE	 	14	 	70	 	S	 	16,724.75
	Benavides	 	William	 	Maple Hills MHP LLC	 	24 Woodmont Heights
    Ln	 	47	 	Mills River	 	NC	 	28759	 	 	475.00	 	 	400.00	 	 	875	 	1981	 	Masc	 	 	 	MHG17282	 	14	 	68	 	S	 	12,674.67
	Pascoe	 	Shailyn	 	Maple Hills MHP LLC	 	99 Maple Hill Homes
    Dr	 	49	 	Mills River	 	NC	 	28759	 	 	490.00	 	 	400.00	 	 	890	 	1980	 	Mast	 	 	 	CH181476NC	 	14	 	70	 	S	 	16,162.78
	Barrett	 	Kristine	 	Maple Hills MHP LLC	 	168 Maple Hill Homes
    Dr	 	50	 	Mills River	 	NC	 	28746	 	 	525.00	 	 	400.00	 	 	925	 	1994	 	Clayton	 	 	 	CLM059391TN	 	14	 	70	 	S	 	15,952.68
	Platt	 	Kenneth	 	Maple Hills MHP LLC	 	93 Maple Hill Homes
    Dr	 	51	 	Mills River	 	NC	 	28759	 	 	525.00	 	 	400.00	 	 	925	 	1982	 	Rich	 	 	 	HWC056805	 	14	 	56	 	S	 	13,515.81
	Jenkins	 	Latava	 	Maple Hills MHP LLC	 	154 Maple Hill Homes
    Dr	 	52	 	Mills River	 	NC	 	28759	 	 	500.00	 	 	400.00	 	 	900	 	1998	 	Oakwood	 	 	 	HONC03314655	 	14	 	70	 	S	 	19,436.97
	Frede	 	Andrew	 	Maple Hills MHP LLC	 	71 Maple Hill Homes
    Dr	 	53	 	Mills River	 	NC	 	28759	 	 	600.00	 	 	400.00	 	 	1,000	 	1982	 	Rich	 	 	 	N50960	 	14	 	64	 	S	 	22,054.13
	Gossett	 	Amber	 	Maple Hills MHP LLC	 	116 Maple Hill Homes
    Dr	 	58	 	Mills River	 	NC	 	28747	 	 	550.00	 	 	400.00	 	 	950	 	1992	 	Hort	 	 	 	H97514G	 	14	 	60	 	S	 	17,110.78
	Hamlett	 	Camice	 	Maple Hills MHP LLC	 	36 Maplemont Lane	 	59	 	Mills River	 	NC	 	28759	 	 	500.00	 	 	400.00	 	 	900	 	1994	 	Ceda	 	 	 	80141096G 		14	 	65	 	S	 	18,654.91
	Hass	 	John	 	Maple Hills MHP LLC	 	86 Maple Hill Homes
    Dr	 	60	 	Mills River	 	NC	 	28758	 	 	500.00	 	 	400.00	 	 	900	 	1999	 	Oakwood	 	 	 	HNC0331771	 	16	 	70	 	S	 	19,436.97
	Mace	 	Jessie	 	Maple Hills MHP LLC	 	50 Maplemont Lane	 	61	 	Mills River	 	NC	 	28737	 	 	595.00	 	 	400.00	 	 	995	 	1982	 	Rich	 	 	 	N51131	 	14	 	64	 	S	 	13,636.48
	Duenes	 	Andreina	 	Maple Hills MHP LLC	 	45 Maplemont Lane	 	63	 	Mills River	 	NC	 	28741	 	 	625.00	 	 	400.00	 	 	1,025	 	1980	 	Wind	 	 	 	ZWI701412045	 	14	 	70	 	S	 	21,876.35
	Wist	 	Kriston “Tanner”	 	Maple Hills MHP LLC	 	46 Maple Hill Homes
    Dr	 	66	 	Mills River	 	NC	 	28739	 	 	540.00	 	 	400.00	 	 	940	 	1987	 	Kirk	 	 	 	13813499	 	14	 	60	 	S	 	17,496.82
	Sabo	 	Eugene	 	Maple Hills MHP LLC	 	83 Maple View Drive	 	67	 	Mills River	 	NC	 	28759	 	 	490.00	 	 	400.00	 	 	890	 	1990	 	Newm	 	 	 	13820203	 	14	 	70	 	S	 	16,674.05
	Harper III	 	Harry	 	Maple Hills MHP LLC	 	36 Maple Hill Homes
    Dr	 	68	 	Mills River	 	NC	 	28743	 	 	500.00	 	 	400.00	 	 	900	 	1994	 	Kent	 	 	 	GI10420	 	14	 	50	 	S	 	17,339.67
	Dickerson	 	David	 	Maple Hills MHP LLC	 	67 Maple View Drive	 	69	 	Mills River	 	NC	 	28759	 	 	500.00	 	 	400.00	 	 	900	 	2008	 	SCTB	 	 	 	SBHGA1250702651	 	14	 	66	 	S	 	15,952.68
	Shivers	 	DeShawnna	 	Maple Hills MHP LLC	 	27 Woodmont Heights
    Ln	 	70	 	Mills River	 	NC	 	28740	 	 	485.00	 	 	400.00	 	 	885	 	1993	 	Dest	 	 	 	35121	 	12	 	42	 	S	 	18,853.86
	Heim	 	Keifer	 	Maple Hills MHP LLC	 	43 Woodmont Heights
    Ln	 	72	 	Mills River	 	NC	 	28748	 	 	625.00	 	 	400.00	 	 	1,025	 	1981	 	Brig	 	 	 	75147	 	14	 	56	 	S	 	15,952.68
	Powell	 	David	 	Maple Hills MHP LLC	 	57 Woodmont Heights
    Ln	 	74	 	Mills River	 	NC	 	28749	 	 	450.00	 	 	400.00	 	 	850	 	1984	 	Guer	 	 	 	GDWGA358330726	 	14	 	60	 	S	 	17,493.27



 






    Sch. 3


     


    

 


Exhibit
A


 


Borrower
Identification


 


	Borrower
    Name	 	EIN	 	State
    of Organization	 	Organizational
    ID No.	 	Chief
    Executive Office
	Gvest
    Homes I LLC	 	 	 	DE	 	4082658
	 	136
    Main Street, Pineville, North Carolina 28314


 


 


Ex. A