Exhibit 10.126


 





NORTH CAROLINA DEED OF TRUST


(securing a promissory note for a business purpose)


 





 



 


Mail/Box to: Beneficiary: P.O. Box 38493, Charlotte,
NC 28278


 


This instrument was prepared by: Douglas B.
Elliott




 





 



 


THIS DEED of TRUST made this ____ day
of September      , 2022, by and between:


 


	
    GRANTOR

     

    Northview MHP LLC

     

    (a North Carolina limited liability company)

     

    136 Main Street

     

    Pineville, NC 28134-9475
	
    TRUSTEE

     

    Douglas B. Elliott, P.A.

    [redacted]

     

     

     
	
    BENEFICIARY

     

    North Side MHC, LLC

     

    (a South Carolina limited liability company)

     

    [redacted]

     



 


Enter in appropriate block for each party:
name, address, and, if appropriate, character of entity, e.g. corporation or partnership.





 



 


The designation Grantor, Trustee, and Beneficiary
as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine
or neuter as required by context.


 


WITNESSETH, That whereas the Grantor is indebted
to the Beneficiary in the principal sum of ($700,000.00), which is the amount of indebtedness secured by this instrument, as evidenced
by a Promissory Note of even date herewith in the total principal amount of $1,200,000.00 executed by Grantor, the terms of which are
incorporated herein by reference. The final due date for payments of said Promissory Note, if not sooner paid, September 15th,
2027.


 


NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981


 






     


     


    

 


NOW, THEREFORE, as security
for said indebtedness, advancements and other sums expended by Beneficiary pursuant to this Deed of Trust and costs of collection (including
attorneys fees as provided in the Promissory Note) and other valuable consideration, the receipt of which is hereby acknowledged, the
Grantor has bargained, sold, given and conveyed and does by these presents bargain, sell, give, grant and convey to said Trustee, his
heirs, or successors, and assigns, the parcel(s) of land situated in Davidson County, North Carolina, (the “Premises”)
and more particularly described as follows:


 


SEE ATTACHED EXHIBIT “A.”


 


TO HAVE AND TO HOLD said Premises with all privileges
and appurtenances thereunto belonging, to said Trustee, his heirs, successors, and assigns forever, upon the trusts, terms and conditions,
and for the uses hereinafter set forth.


 


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


 


If, however, there shall
be any default (a) in the payment of any sums due under the Note, this Deed of Trust or any other instrument securing the Note and such
default is not cured within ten (10) days from the due date, or (b) if there shall be default in any of the other covenants, terms or
conditions of the Note secured hereby, or any failure or neglect to comply with the covenants, terms or conditions contained in this Deed
of Trust or any other instrument securing the Note and such default is not cured within fifteen (15) days after written notice, then and
in any of such events, without further notice, it shall be lawful for and the duty of the Trustee, upon request of the Beneficiary, to
sell the land herein conveyed at public auction for cash, after having first giving such notice of hearing as to commencement of foreclosure
proceedings and obtained such findings or leave of court as may then be required by law and giving such notice and advertising the time
and place of such sale in such manner as may then be provided by law, and upon such and any resales and upon compliance with the law then
relating to foreclosure proceedings under power of sale to convey title to the purchaser in as full and ample manner as the Trustee is
empowered. The Trustee shall be authorized to retain an attorney to represent him in such proceedings.


 


The proceeds of the Sale
shall after the Trustee retains his commission, together with reasonable attorneys fees incurred by the Trustee in such proceedings, be
applied to the costs of sale, including, but not limited to, costs of collection, taxes, assessments, costs of recording, service fees
and incidental expenditures, the amount due on the Note hereby secured and advancements and other sums expended by the Beneficiary according
to the provisions hereof and otherwise as required by the then existing law relating to foreclosures. The Trustee’s commission shall
be five percent (5%) of the gross proceeds of the sale or the minimum sum of $1,750.00 whichever is greater, for a completed foreclosure.
In the event foreclosure is commenced, but not completed, the Grantor shall pay all expenses incurred by Trustee, including reasonable
attorneys fees, and a partial commission computed on five per cent (5%) of the outstanding indebtedness or the above stated minimum sum,
whichever is greater, in accordance with the following schedule, to-wit: one-fourth (1⁄4) thereof before the Trustee issues a notice
of hearing on the right to foreclosure; one-half (1⁄2) thereof after issuance of said notice, three-fourths (3⁄4) thereof after
such hearing; and the greater of the full commission or minimum sum after the initial sale.


 


NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981


 






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And the said Grantor does
hereby covenant and agree with the Trustee as follows:


 


1. INSURANCE. Grantor shall
keep all improvements on said land, now or hereafter erected, constantly insured for the benefit of the Beneficiary against loss by fire,
windstorm and such other casualties and contingencies, in such manner and in such companies and for such amounts, not less than that amount
necessary to pay the sum secured by this Deed of Trust, and as may be satisfactory to the Beneficiary. Grantor shall purchase such insurance,
pay all premiums therefor, and shall deliver to Beneficiary such policies along with evidence of premium payments as long as the Note
secured hereby remains unpaid. If Grantor fails to purchase such insurance, pay premiums therefor or deliver said policies along with
evidence of payment of premiums thereon, then Beneficiary, at his option, may purchase such insurance. Such amounts paid by Beneficiary
shall be added to the principal of the Note secured by this Deed of Trust, and shall be due and payable upon demand of Beneficiary. All
proceeds from any insurance so maintained shall at the option of Beneficiary be applied to the debt secured hereby and if payable in installments,
applied in the inverse order of maturity of such installments or to the repair or reconstruction of any improvements located upon the
Property.


 


2. TAXES, ASSESSMENTS, CHARGES.
Grantor shall pay all taxes, assessments and charges as may be lawfully levied against said Premises within thirty (30) days after the
same shall become due. In the event that Grantor fails to so pay all taxes, assessments and charges as herein required, then Beneficiary,
at his option, may pay the same and the amounts so paid shall be added to the principal of the Note secured by this Deed of Trust, and
shall be due and payable upon demand of Beneficiary.


 


3. ASSIGNMENTS OF RENTS
AND PROFITS. Grantor assigns to Beneficiary, in the event of default, all rents and profits from the land and any improvements thereon,
and authorizes Beneficiary to enter upon and take possession of such land and improvements, to rent same, at any reasonable rate of rent
determined by Beneficiary, and after deducting from any such rents the cost of reletting and collection, to apply the remainder to the
debt secured hereby.


 


4. PARTIAL RELEASE. Grantor
shall not be entitled to the partial release of any of the above described property unless a specific provision providing therefor is
included in this Deed of Trust. In the event a partial release provision is included in this Deed of Trust, Grantor must strictly comply
with the terms thereof. Notwithstanding anything herein contained, Grantor shall not be entitled to any release of property unless Grantor
is not in default and is in full compliance with all of the terms and provisions of the Note, this Deed of Trust, and any other instrument
that may be securing said Note.


 


5. WASTE. The Grantor covenants
that he will keep the Premises herein conveyed in as good order, repair and condition as they are now, including proper yard maintenance,
reasonable wear and tear excepted, and will comply with all governmental requirements respecting the Premises or their use, and that he
will not commit or permit any waste.


 


6. CONDEMNATION. In the
event that any or all of the Premises shall be condemned and taken under the power of eminent domain, Grantor shall give immediate written
notice to Beneficiary and Beneficiary shall have the right to receive and collect all damages awarded by reason of such taking, and the
right to such damages hereby is assigned to Beneficiary who shall have the discretion to apply the amount so received, or any part thereof,
to the indebtedness due hereunder and if payable in installments, applied in the inverse order of maturity of such installments, or to
any alteration, repair or restoration of the Premises by Grantor.


 


NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981


 






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7. WARRANTIES. Grantor covenants
with Trustee and Beneficiary that he is seized of the Premises in fee simple, has the right to convey the same in fee simple, that title
is marketable and free and clear of all encumbrances, and that he will warrant and defend the title against the lawful claims of all persons
whomsoever, except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions:


 


8. SUBSTITUTION OF TRUSTEE.
Grantor and Trustee covenant and agree to and with Beneficiary that in case the said Trustee, or any successor trustee, shall die, become
incapable of acting, renounce his trust, or for any reason the holder of the Note desires to replace said Trustee, then the holder may
appoint, in writing, a trustee to take the place of the Trustee; and upon the probate and registration of the same, the trustee thus appointed
shall succeed to all rights, powers and duties of the Trustee.


 


	☒		THE
FOLLOWING PARAGRAPH, 9. SALE OF PREMISES, SHALL NOT APPLY UNLESS THE BLOCK TO THE LEFT MARGIN OF THIS SENTENCE IS MARKED AND/OR INITIALED.


 


9. SALE OF PREMISES. Grantor
agrees that if the Premises or any part thereof or interest therein is sold, assigned, transferred, conveyed or otherwise alienated by
Grantor, whether voluntarily or involuntarily or by operation of law [other than: (i) the creation of a lien or other encumbrance subordinate
to this Deed of Trust which does not relate to a transfer of rights of occupancy in the Premises; (ii) the creation of a purchase money
security interest for household appliances; (iii) a transfer by devise, descent, or operation of law on the death of a joint tenant or
tenant by the entirety; (iv) the grant of a leasehold interest of three (3) years or less not containing an option to purchase; (v) a
transfer to a relative resulting from the death of a Grantor; (vi) a transfer where the spouse or children of the Grantor become the owner
of the Premises; (vii) a transfer resulting from a decree of a dissolution of marriage, legal separation agreement, or from an incidental
property settlement agreement, by which the spouse of the Grantor becomes an owner of the Premises; (viii) a transfer into an inter vivos
trust in which the Grantor is and remains a beneficiary and which does not relate to a transfer of rights of occupancy in the Premises],
without the prior written consent of Beneficiary, Beneficiary, at its own option, may declare the Note secured hereby and all other obligations
hereunder to be forthwith due and payable. Any change in the legal or equitable title of the Premises or in the beneficial ownership of
the Premises, including the sale, conveyance or disposition of a majority interest in the Grantor if a corporation or partnership, whether
or not of record and whether or not for consideration, shall be deemed to be the transfer of an interest in the Premises.


 


10. ADVANCEMENTS. If Grantor
shall fail to perform any of the covenants or obligations contained herein or in any other instrument given as additional security for
the Note secured hereby, the Beneficiary may, but without obligation, make advances to perform such covenants or obligations, and all
such sums so advanced shall be added to the principal sum, shall bear interest at the rate provided in the Note secured hereby for sums
due after default and shall be due from Grantor on demand of the Beneficiary. No advancement or anything contained in this paragraph shall
constitute a waiver by Beneficiary or prevent such failure to perform from constituting an event of default.


 


11. INDEMNITY. If any suit
or proceeding be brought against the Trustee or Beneficiary or if any suit or proceeding be brought which may affect the value or title
of the Premises, Grantor shall defend, indemnify and hold harmless and on demand reimburse Trustee or Beneficiary from any loss, cost,
damage or expense and any sums expended by Trustee or Beneficiary shall bear interest as provided in the Note secured hereby for sums
due after default and shall be due and payable on demand.


 


12. WAIVERS. Grantor waives
all rights to require marshaling of assets by the Trustee or Beneficiary. No delay or omission of the Trustee or Beneficiary in the exercise
of any right, power or remedy arising under the Note or this Deed of Trust shall be deemed a waiver of any default or acquiescence therein
or shall impair or waive the exercise of such right, power or remedy by Trustee or Beneficiary at any other time.


 


13. CIVIL ACTION. In the
event that the Trustee is named as a party to any civil action as Trustee in this Deed of Trust, the Trustee shall be entitled to employ
an attorney at law, including himself if he is a licensed attorney, to represent him in said action and the reasonable attorney’s
fee of the Trustee in such action shall be paid by the Beneficiary and added to the principal of the Note secured by this Deed of Trust
and bear interest at the rate provided in the Note for sums due after default.


 


14. PRIOR LIENS. Default
under the terms of any instrument secured by a lien to which this Deed of Trust is subordinate shall constitute default hereunder.


 


15. OTHER TERMS. NONE


 





NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981

 




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IN WITNESS WHEREOF,
the Grantor has duly executed the foregoing as of the day and year first above written.


 


	Northview MHP LLC	 
	(a North Carolina Limited Liability Company) by:	 
	 	 
	Manufactured Housing Properties, Inc.,	 
	Its Sole Manager and Member, by:	 
	 	 	 
	/s/ Jay Wardlaw III	 
	President	 








 


NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981


 






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State of __North Carolina__  – County
of _____Mecklenburg___


 


I, the undersigned
Notary Public of the County and State aforesaid, certify that Jay Wardlaw, President of Manufactured Housing Properties, Inc.,
the sole member and manager of Northview MHP LLC, as a duly authorized act of the limited liability company, personally appeared before
me this day and acknowledged the due execution of the foregoing instrument for the purposes therein expressed.


 


Witness my hand and Notarial stamp or
seal this 14 day of September    , 2022.


 


	My
    Commission Expires: 03/25/2024	/s/ Alexander Q. Olliver
	 	Notary Public



 


NC Bar Association Form No. 5 © 1976, Revised © September
1985, 2002


Printed by Agreement with the NC Bar Association - 1981


 


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