Exhibit 10.20


 


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



 


	AGREEMENT DATE	 	 
	July 22, 2022	 	 


 


BORROWER INFORMATION


Spaulding MHP, LLC

 3840 Highway 17S


Brunswick, GA 31523


 





 



COLLATERAL OWNER INFORMATION


 


Spaulding MHP, LLC

 3840 Highway 17S


Brunswick, GA 31523


 





 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


*000000003244626005107222022*




    
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MANUFACTURED HOUSING DESCRIPTION:


 


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



 


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


 


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


 


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


 


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


 


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




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


 


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



 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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








 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


	Spaulding MHP,
    LLC	 	 
	 	 	 
	By:	Manufactured Housing Properties, Inc, Owner	 
		 	 
	/s/
    Jay Wardlaw III	7/22/2022	 
	By: 	Jay Wardlaw III	Date Its: President	 
	 	 	 
	LENDER: PrimeSouth Bank	 	 
		 	 
	/s/
    Rene Hutto	7/22/2022	 
	By:	Rene Hutto	Date	 
	Its:	VP, Loan Officer	 	 



 






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