Exhibit 10.45


 


GUARANTY OF NON-RECOURSE OBLIGATIONS


 


This GUARANTY OF NON-RECOURSE
OBLIGATIONS (this “Guaranty”), dated as of September 1, 2022, is executed by the undersigned (“Guarantor”),
to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).


 


RECITALS:


 


A. Pursuant
to that certain Multifamily Loan and Security Agreement dated as of the date hereof, by and between CAPITAL VIEW MHP LLC, a South
Carolina limited liability company (“Borrower”) and Lender (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the “Loan Agreement”), Lender is making a loan to Borrower in the original principal amount
of EIGHT HUNDRED TWENTY-NINE THOUSAND AND
00/100 DOLLARS ($829,000.00) (the
“Mortgage Loan”), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and
made payable to the order of Lender in the amount of the Mortgage Loan (as amended, restated, replaced, supplemented or otherwise modified
from time to time, the “Note”).


 


B.    The
Note will be secured by, among other things, a Security Instrument (as defined in the Loan Agreement) encumbering the real property described
in the Security Instrument (the “Property”).


 


C.    Guarantor
has an economic interest in Borrower or will otherwise obtain a material financial benefit from the Mortgage Loan.


 


D.    As
a condition to making the Mortgage Loan to Borrower, Lender requires that Guarantor execute this Guaranty.


 


NOW, THEREFORE, in order to
induce Lender to make the Mortgage Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:


 


AGREEMENTS:


 


1.         
Recitals.


 


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


 


2.         
Defined Terms.


 


Capitalized terms used and
not specifically defined herein have the meanings given to such terms in the Loan Agreement.





 



    
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3.         
Guaranteed Obligations.


 


Guarantor hereby absolutely,
unconditionally and irrevocably guarantees to Lender the full and prompt payment and performance when due, whether at maturity or earlier,
by reason of acceleration or otherwise, and at all times thereafter, of:


 


(a)
all amounts, obligations and liabilities owed to Lender under Article 3 (Personal Liability) of the Loan Agreement (including
the payment and performance of all indemnity obligations of Borrower described in Section 3.03 (Personal Liability for Indemnity
Obligations) of the Loan Agreement and including all of Borrower’s obligations under the Environmental Indemnity Agreement); and


 


(b)
all costs and expenses, including reasonable fees and out-of-pocket expenses of attorneys and expert witnesses, incurred by Lender
in enforcing its rights under this Guaranty.


 


4.         
Survival of Guaranteed Obligations.


 


The obligations of Guarantor
under this Guaranty shall survive any Foreclosure Event, and any recorded release or reconveyance of the Security Instrument or any release
of any other security for any of the Indebtedness.


 


5.         
Guaranty of Payment; Community Property.


 


Guarantor’s obligations
under this Guaranty constitute a present and unconditional guaranty of payment and not merely a guaranty of collection. If Guarantor (or
any Guarantor, if more than one) is a married person, and the state of residence of Guarantor or Guarantor’s spouse is a community
property jurisdiction, Guarantor (or each such married Guarantor, if more than one) agrees that Lender may satisfy Guarantor’s obligations
under this Guaranty to the extent of all Guarantor’s separate property and Guarantor’s interest in any community property.


 


6.         
Obligations Unsecured; Cross-Default.


 


The obligations of Guarantor
under this Guaranty shall not be secured by the Security Instrument or the Loan Agreement. However, a default under this Guaranty shall
be an Event of Default under the Loan Agreement, and a default under this Guaranty shall entitle Lender to be able to exercise all of
its rights and remedies under the Loan Agreement and the other Loan Documents.


 


7.         
Continuing Guaranty.


 


The obligations of Guarantor
under this Guaranty shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any provision of
this Guaranty, the Note, the Loan Agreement, the Security Instrument or any other Loan Document. Guarantor agrees that performance of
the obligations hereunder shall be a primary obligation, shall not be subject to any counterclaim, set-off, recoupment, abatement, deferment
or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the obligations hereunder or
any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any
way by any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including:


 


(a)
any furnishing, exchange, substitution or release of any collateral securing repayment of the Mortgage Loan, or any failure to
perfect any lien in such collateral;


 


(b)
any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the obligations hereunder or Lender to
conform or comply with any term of any of the Loan Documents or failure of Lender to give notice of any Event of Default;




 






    
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(c)
any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or
delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred upon
it in any of the Loan Documents, or any other action or inaction on the part of Lender;


 


(d)
any Bankruptcy Event, or any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment
for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or similar events or proceedings
with respect to Guarantor or any other guarantor of the obligations hereunder, or any of their respective property or creditors or any
action taken by any trustee or receiver or by any court in such proceeding;


 


(e)
any merger or consolidation of Borrower into or with any entity or any sale, lease or Transfer of any asset of Borrower, Guarantor
or any other guarantor of the obligations hereunder to any other Person;


 


(f)        
any change in the ownership of Borrower or any change in the relationship between Borrower, Guarantor or any other guarantor of
the obligations hereunder, or any termination of such relationship;


 


(g)
any release or discharge by operation of law of Borrower, Guarantor or any other guarantor of the obligations hereunder, or any
obligation or agreement contained in any of the Loan Documents; or


 


(h)
any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing, and whether seen or unforeseen,
which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise
might limit recourse against Borrower or Guarantor to the fullest extent permitted by law.


 


8.         
Guarantor Waivers.


 


Guarantor hereby waives:


 


(a)
the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of
this Guaranty (and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in
this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor);


 






    
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(b)
the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other
rights of sureties and guarantors;


 


(c)
diligence in collecting the Indebtedness, presentment, demand for payment, protest and all notices with respect to the Loan Documents
and this Guaranty which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Guarantor under
this Guaranty, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any Event of
Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest and notice
of the incurring by Borrower of any obligation or indebtedness; and


 


(d)
all rights to require Lender to:


 


(1)
proceed against or exhaust any collateral held by Lender to secure the repayment of the Indebtedness;


 


(2)
proceed against or pursue any remedy it may now or hereafter have against Borrower or any guarantor, or, if Borrower or any guarantor
is a partnership, any general partner of Borrower or general partner of any guarantor; or


 


(3)
demand or require collateral security from Borrower, any other guarantor or any other Person as provided by applicable law or otherwise.


 


9.         
No Effect Upon Obligations.


 


At any time or from time to
time and any number of times, without notice to Guarantor and without releasing, discharging or affecting the liability of Guarantor:


 


(a)
the time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in
whole or in part;


 


(b)
the rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable
under the Loan Documents may be modified;


 


(c)
the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether
presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived;


 


(d)
the maturity of the Indebtedness may be accelerated as provided in the Loan Documents;


 


(e)
any or all payments due under the Loan Agreement or any other Loan Document may be reduced;


 


(f)        
any Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount
of the Mortgage Loan;


 






    
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(g)
any amounts under the Loan Agreement or any other Loan Document may be released;


 


(h)
any security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security
may be pledged or mortgaged for the Indebtedness;


 


(i)
the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the
security, or both, of any other present or future creditor of Borrower;


 


(j)
any payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion;
and


 


(k)
any other terms of the Loan Documents may be modified as required by Lender.


 


10.       
Joint and Several (or Solidary) Liability.


 


If more than one Person executes
this Guaranty as Guarantor, such Persons shall be liable for the obligations hereunder on a joint and several (solidary instead for purposes
of Louisiana law) basis. Lender, in its discretion, may:


 


(a)
to the extent permitted by applicable law, bring suit against Guarantor, or any one or more of the Persons constituting Guarantor,
and any other guarantor, jointly and severally (solidarily instead for purposes of Louisiana law), or against any one or more of them;


 


(b)
compromise or settle with any one or more of the Persons constituting Guarantor, or any other guarantor, for such consideration
as Lender may deem proper;


 


(c)
discharge or release one or more of the Persons constituting Guarantor, or any other guarantor, from liability or agree not to
sue such Person; and


 


(d)
otherwise deal with Guarantor and any guarantor, or any one or more of them, in any manner, and no such action shall impair the
rights of Lender to collect from Guarantor any amount guaranteed by Guarantor under this Guaranty.


 


Nothing contained in this Section 10 shall
in any way affect or impair the rights or obligations of Guarantor with respect to any other guarantor.


 


11.       
Subordination of Affiliated Debt.


 


Any indebtedness of Borrower
held by Guarantor now or in the future is and shall be subordinated to the Indebtedness and any such indebtedness of Borrower shall be
collected, enforced and received by Guarantor, as trustee for Lender, but without reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Guaranty.


 






    
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12.       
Subrogation.


 


Guarantor shall have no right
of, and hereby waives any claim for, subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any
payment by Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any contract or statute, until
the Indebtedness has been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower
to Lender with respect to the Indebtedness could be deemed a preference under the Insolvency Laws.


 


13.       
Voidable Transfer.


 


If any payment by Borrower
is held to constitute a preference under any Insolvency Laws or similar laws, or if for any other reason Lender is required to refund
any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Guaranty. It is the intention
of Lender and Guarantor that Guarantor’s obligations under this Guaranty shall not be discharged except by Guarantor’s performance
of such obligations and then only to the extent of such performance. If any payment by any Guarantor should for any reason subsequently
be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency
Laws relating to a Voidable Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer,
or elects to do so upon the advice of its counsel, then the obligations guaranteed hereunder shall automatically be revived, reinstated
and restored by the amount of such Voidable Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay
or restore, including all reasonable costs, expenses and legal fees incurred by Lender in connection therewith, and shall exist as though
such Voidable Transfer had never been made, and any other guarantor, if any, shall remain liable for such obligations in full.


 


14.       
Credit Report/Credit Score.


 


Guarantor acknowledges and
agrees that Lender is authorized, no more frequently than once in any twelve (12) month period, to obtain a credit report (if applicable)
on Guarantor, the cost of which shall be paid for by Guarantor. Guarantor acknowledges and agrees that Lender is authorized to obtain
a Credit Score (if applicable) for Guarantor at any time at Lender’s expense.


 


15.       
Financial Reporting.


 


Guarantor shall deliver to
Lender such Guarantor financial statements as required by Section 8.02 (Books and Records; Financial Reporting – Covenants)
of the Loan Agreement.


 


16.       
Further Assurances.


 


Guarantor
acknowledges that Lender (including its successors and assigns) may sell or transfer the Mortgage Loan, or any interest in the Mortgage
Loan.


 






    
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(a)
Guarantor shall, subject to Section 16(b) below:


 


(1)
do anything necessary to comply with the reasonable requirements of Lender or any Investor of the Mortgage Loan or provide, or
cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s and
Guarantor’s cost and expense, such further documentation or information as Lender or Investor may reasonably require, in order to
enable:


 


(A)
Lender to sell the Mortgage Loan to such Investor;


 


(B)       
Lender to obtain a refund of any commitment fee from any such Investor; or


 


(C)       
any such Investor to further sell or securitize the Mortgage Loan;


 


(2)
confirm that Guarantor is not in default under this Guaranty or in observing any of the covenants or agreements contained in this
Guaranty (or, if Guarantor is in default, describing such default in reasonable detail); and


 


(3)
execute and deliver to Lender or any Investor such other documentation, including any amendments, corrections, deletions or additions
to this Guaranty as is reasonably required by Lender or such Investor.


 


(b)
Nothing in this Section 16 shall require Guarantor to do any further act that has the effect of:


 


(1)
changing the essential economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender;


 


(2)
imposing on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment
letter between Borrower and Lender; or


 


(3)
materially changing the rights and obligations of Borrower or Guarantor under the commitment letter.


 


17.       
Successors and Assigns.


 


Lender may assign its rights
under this Guaranty in whole or in part and, upon any such assignment, all the terms and provisions of this Guaranty shall inure to the
benefit of such assignee to the extent so assigned. Guarantor may not assign its rights, duties or obligations under this Guaranty, in
whole or in part, without Lender’s prior written consent and any such assignment shall be deemed void ab initio. The terms used
to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties.


 






    
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18.       
Final Agreement.


 


Guarantor acknowledges receipt
of a copy of each of the Loan Documents and this Guaranty. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations and statements,
oral or written, are merged into this Guaranty. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged
or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in that agreement.


 


19.       
Governing Law.


 


This Guaranty shall be governed
by and construed in accordance with the substantive law of the Property Jurisdiction without regard to the application of choice of law
principles that would result in the application of the laws of another jurisdiction.


 


20.       
Property Jurisdiction.


 


Guarantor agrees that any
controversy arising under or in relation to this Guaranty shall be litigated exclusively in the Property Jurisdiction. The state and federal
courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall
arise under or in relation to this Guaranty or any other Loan Document with respect to the subject matter hereof. Guarantor irrevocably
consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled
by virtue of domicile, habitual residence or otherwise.


 


21.       
Time is of the Essence.


 


Guarantor agrees that, with
respect to each and every obligation and covenant contained in this Guaranty, time is of the essence.


 


22.       
No Reliance.


 


Guarantor acknowledges, represents
and warrants that:


 


(a)
it understands the nature and structure of the transactions contemplated by this Guaranty and the other Loan Documents;


 


(b)
it is familiar with the provisions of all of the documents and instruments relating to such transactions;


 


(c)
it understands the risks inherent in such transactions, including the risk of loss of all or any part of the Mortgaged Property
or of the assets of Guarantor;


 






    
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(d)
it has had the opportunity to consult counsel; and


 


(e)
it has not relied on Lender for any guidance or expertise in analyzing the financial or other consequences of the transactions
contemplated by this Guaranty or any other Loan Document or otherwise relied on Lender in any manner in connection with interpreting,
entering into or otherwise in connection with this Guaranty, any other Loan Document or any of the matters contemplated hereby or thereby.


 


23.       
Notices.


 


Guarantor agrees to notify
Lender of any change in Guarantor’s address within ten (10) Business Days after such change of address occurs. All notices
under this Guaranty shall be:


 


(a)
in writing and shall be


 


(1)
delivered, in person;


 


(2)
mailed, postage prepaid, either by registered or certified delivery, return receipt requested;


 


(3)
sent by overnight courier; or


 


(4)
sent by electronic mail with originals to follow by overnight courier;


 


(b)
addressed to the intended recipient at the notice addresses provided under the signature block at the end of this Guaranty; and


 


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


 


(1)
the date when the notice is received by the addressee; or


 


(2)
if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


 


24.       
Construction.


 


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


 


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


 


(c)
Use of the singular in this Guaranty includes the plural and use of the plural includes the singular.


 






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


 


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


 


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


 


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


 


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


 


25.       
WAIVER OF JURY TRIAL.


 


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


 


26.       
Schedules.


 


The schedules, if any, attached
to this Guaranty are incorporated fully into this Guaranty by this reference and each constitutes a substantive part of this Guaranty.


 


ATTACHED SCHEDULE. The following Schedule
is attached to this Guaranty:


 


☒              Schedule
1             Modifications to Guaranty


 


[Remainder of Page Intentionally Blank]


 






    
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IN WITNESS WHEREOF,
Guarantor has signed and delivered this Guaranty under seal (where applicable) or has caused this Guaranty to be signed and delivered
under seal (where applicable) by its duly authorized representative. Where applicable law so provides, Guarantor intends that this Guaranty
shall be deemed to be signed and delivered as a sealed instrument.


 


		GUARANTOR:	 
	 	 	 	 
	 	/s/ Raymond M. Gee 	(SEAL)
	 	RAYMOND M. GEE	 
	 			 
		Address for Notices to Guarantor:	 
	 	 	 
		136 Main Street	 
	 	Pineville, North Carolina 28134	 
		 	 
		Email address:	 johngee@mhproperties.com	 



 






    
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	 	GUARANTOR:	 
	 	 	 	 
	 	MANUFACTURED HOUSING PROPERTIES INC., 

a Nevada corporation	 
	 	 	 	 
	 	By:	/s/ John W. Wardlaw III 	(SEAL)
	 	Name:	John W. Wardlaw III	 
	 	Title:	President	 
	 	 	 	 
	 	Address for Notices to Guarantor:	 
	 	 	 	 
	 	136 Main Street	 
	 	Pineville, North Carolina 28134	 



 


	 	Email address:  	jay@mhproperties.com





 






    
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SCHEDULE 1 TO


GUARANTY OF NON-RECOURSE OBLIGATIONS


 


State-Specific Provisions


 


1.    Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Guaranty to which this Schedule is attached.


 


2.    The
additional provision(s) set forth below shall also apply and are incorporated into the Guaranty:


 



		SOUTH CAROLINA:	The following provision is hereby added to the end of the Guaranty as Section 27:



 


27.    South
Carolina State Specific Provision.


 


The laws of South Carolina provide that
in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty (30) days
after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the
court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. THE
UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL
BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.


 





	 	Guarantor:	 
	 	/s/ Raymond M. Gee	(SEAL)
	 	RAYMOND M. GEE	 









 


	 	Address for Notices to Guarantor:
	 	
	 	136 Main Street
	 	Pineville, North Carolina 28134
	 	 
	 	Email address: johngee@mhproperties.com



 






    
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	 	GUARANTOR:	 
	 	 	 	 
	 	MANUFACTURED HOUSING PROPERTIES INC.,
 a Nevada corporation
	 	 	 	 
	 	By:	/s/ John W.
Wardlaw III	(SEAL)
	 	Name:	 John W. Wardlaw III	 
	 	Title:	President	 
	 	 	 	 
	 	Address for Notices to Guarantor:
	 	 
	 	136 Main Street
	 	Pineville, North Carolina 28134
	 	 
	 	Email address: jay@mhproperties.com



 






    
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