Exhibit 10.28


 


Prepared by, and after recording


return to:


Cassin & Cassin LLP


711 Third Avenue, 20th Floor


	New York, New York 10017	County:	Lexington



 


MULTIFAMILY MORTGAGE,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


(SOUTH CAROLINA)


 


ARC Portfolio


4216 Augusta Rd

Lexington, South Carolina 29073


 


100 Hidden Valley Dr


Lexington, South Carolina 29073


 


300 Cardinal Dr


Lexington, South Carolina 29073


 


305 Hermitage Rd


Lexington, South Carolina 29072


 


2700 Oakwood Dr


West Columbia, South Carolina 29169


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	 
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


MULTIFAMILY MORTGAGE,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT


AND FIXTURE FILING


 


This MULTIFAMILY MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or otherwise modified
from time to time, the “Security Instrument”) dated as of September 1, 2022, is executed by ARC MHP LLC, a limited
liability company organized and existing under the laws of South Carolina, as mortgagor (“Borrower”), to and for the
benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States
of America, as mortgagee (“Lender”).


 


Borrower, in consideration
of (i) the loan in the original principal amount of $3,687,000.00 (the “Mortgage Loan”) evidenced by that
certain Multifamily Note dated as of the date of this Security Instrument, executed by Borrower and made payable to the order of Lender
(as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), and (ii) that
certain Multifamily Loan and Security Agreement dated as of the date of this Security Instrument, executed by and between Borrower and
Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”),
and to secure to Lender the repayment of the Indebtedness (as defined in this Security Instrument), and all renewals, extensions and modifications
thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents (as defined in the Loan Agreement),
excluding the Environmental Indemnity Agreement (as defined in this Security Instrument), irrevocably and unconditionally mortgages, grants,
assigns, remises, releases, warrants and conveys to and for the benefit of Lender the Mortgaged Property (as defined in this Security
Instrument), including the real property located in the County of Lexington, State of South Carolina, and described in Exhibit A
attached to this Security Instrument and incorporated by reference (the “Land”), to have and to hold such Mortgaged
Property unto Lender and Lender’s successors and assigns, forever; Borrower hereby releasing, relinquishing and waiving, to the
fullest extent allowed by law, all rights and benefits, if any, under and by virtue of the homestead exemption laws of the Property Jurisdiction
(as defined in this Security Instrument), if applicable.


 


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


  






    
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Borrower and Lender, by its acceptance
hereof, each covenants and agrees as follows:


 


1.
Defined Terms.


 


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


 


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


 


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


 


“Environmental Indemnity
Agreement” means that certain Environmental Indemnity Agreement dated as of the date of this Security Instrument, executed by
Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time
to time.


 


“Environmental Laws”
has the meaning set forth in the Environmental Indemnity Agreement.


 


“Event of Default”
has the meaning set forth in the Loan Agreement.


 


“Fixtures”
means all Goods that are so attached or affixed to the Land or the Improvements as to constitute a fixture under the laws of the Property
Jurisdiction.


 


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


 






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


 


“Impositions” means


 


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


 


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


 


(c)   Taxes;
and


 


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


 


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


 


“Indebtedness” means the principal
of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument or any other Loan
Document (other than the Environmental Indemnity Agreement and Guaranty), including Prepayment Premiums, late charges, interest charged
at the Default Rate, and accrued interest as provided in the Loan Agreement and this Security Instrument, advances, costs and expenses
to perform the obligations of Borrower or to protect the Mortgaged Property or the security of this Security Instrument, all other monetary
obligations of Borrower under the Loan Documents (other than the Environmental Indemnity Agreement), including amounts due as a result
of any indemnification obligations, and any Enforcement Costs.


 


“Land” means
the real property described in Exhibit A.


 


“Leases”
means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force,
whether oral or written, covering or affecting the Mortgaged Property, or any portion of the Mortgaged Property (including proprietary
leases or occupancy agreements if Borrower is a cooperative housing corporation), and all modifications, extensions or renewals thereof.


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 3
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“Lien” means any claim or charge
against property for payment of a debt or an amount owed for services rendered, including any mortgage, deed of trust, deed to secure
debt, security interest, tax lien, any materialman’s or mechanic’s lien, or any lien of a Governmental Authority, including
any lien in connection with the payment of utilities, or any other encumbrance.


 


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


 


(a)   the
Land;


 


(b)   the
Improvements;


 


(c)   the
Personalty;


 


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


 


(e)   insurance
policies relating to the Mortgaged Property (and any unearned premiums) and all proceeds paid or to be paid by any insurer of the Land,
the Improvements, the Personalty, or any other part of the Mortgaged Property, whether or not Borrower obtained the insurance pursuant
to Lender’s requirements;


 


(f)   awards,
payments and other compensation made or to be made by any municipal, state or federal authority with respect to the Land, the Improvements,
the Personalty, or any other part of the Mortgaged Property, including any awards or settlements resulting from (1) Condemnation
Actions, (2) any damage to the Mortgaged Property caused by governmental action that does not result in a Condemnation Action, or
(3) the total or partial taking of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property under
the power of eminent domain or otherwise and including any conveyance in lieu thereof;


 


(g)   contracts,
options and other agreements for the sale of the Land, the Improvements, the Personalty, or any other part of the Mortgaged Property entered
into by Borrower now or in the future, including cash or securities deposited to secure performance by parties of their obligations;


 


(h)   Leases
and Lease guaranties, letters of credit and any other supporting obligation for any of the Leases given in connection with any of the
Leases, and all Rents;


 






    
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(i)   earnings,
royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property, and all
undisbursed proceeds of the Mortgage Loan and, if Borrower is a cooperative housing corporation, maintenance charges or assessments payable
by shareholders or residents;


 


(j)   Imposition
Deposits;


 


(k)   refunds
or rebates of Impositions by any municipal, state or federal authority or insurance company (other than refunds applicable to periods
before the real property tax year in which this Security Instrument is dated);


 


(l)   tenant
security deposits;


 


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


 


(n)   Collateral
Accounts and all Collateral Account Funds;


 


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


 


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


 


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


 


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


 


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


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 5
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“Property Jurisdiction”
means the jurisdiction in which the Land is located.


 


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


 


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


 


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


 


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


 


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


 


“UCC Collateral” means any
or all of that portion of the Mortgaged Property in which a security interest may be granted under the UCC and in which Borrower has any
present or hereafter acquired right, title or interest.


 


2.   Security
Agreement; Fixture Filing.


 


(a)   To
secure to Lender, the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance of the
covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender a continuing
security interest in the UCC Collateral. This Security Instrument constitutes a security agreement and a financing statement under the
UCC. This Security Instrument also constitutes a financing statement pursuant to the terms of the UCC with respect to any part of the
Mortgaged Property that is or may become a Fixture under applicable law, and will be recorded as a “fixture filing” in accordance
with the UCC. Borrower hereby authorizes Lender to file financing statements, continuation statements and financing statement amendments
in such form as Lender may require to perfect or continue the perfection of this security interest without the signature of Borrower.
If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the UCC or otherwise provided
at law or in equity, in addition to all remedies provided by this Security Instrument and in any Loan Document. Lender may exercise any
or all of its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability
or validity of Lender’s other remedies. For purposes of the UCC, the debtor is Borrower and the secured party is Lender. The name
and address of the debtor and secured party are set forth after Borrower’s signature below which are the addresses from which information
on the security interest may be obtained.


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 6
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(b)   Borrower
represents and warrants that: (1) Borrower maintains its chief executive office at the location set forth after Borrower’s
signature below, and Borrower will notify Lender in writing of any change in its chief executive office within five (5) days of such
change; (2) Borrower is the record owner of the Mortgaged Property; (3) Borrower’s state of incorporation, organization,
or formation, if applicable, is as set forth on Page 1 of this Security Instrument; (4) Borrower’s exact legal name is
as set forth on Page 1 of this Security Instrument; (5) Borrower’s organizational identification number, if applicable,
is as set forth after Borrower’s signature below; (6) Borrower is the owner of the UCC Collateral subject to no liens, charges
or encumbrances other than the lien hereof; (7) except as expressly provided in the Loan Agreement, the UCC Collateral will not be
removed from the Mortgaged Property without the consent of Lender; and (8) no financing statement covering any of the UCC Collateral
or any proceeds thereof is on file in any public office except pursuant hereto.


 


(c)   All
property of every kind acquired by Borrower after the date of this Security Instrument which by the terms of this Security Instrument
shall be subject to the lien and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower and
without further conveyance or assignment become subject to the lien and security interest created by this Security Instrument. Nevertheless,
Borrower shall execute, acknowledge, deliver and record or file, as appropriate, all and every such further deeds of trust, mortgages,
deeds to secure debt, security agreements, financing statements, assignments and assurances as Lender shall require for accomplishing
the purposes of this Security Instrument and to comply with the rerecording requirements of the UCC.


 


3.   Assignment
of Leases and Rents; Appointment of Receiver; Lender in Possession.


 


(a)   As
part of the consideration for the Indebtedness, Borrower absolutely and unconditionally assigns and transfers to Lender all Leases and
Rents. It is the intention of Borrower to establish present, absolute and irrevocable transfers and assignments to Lender of all Leases
and Rents and to authorize and empower Lender to collect and receive all Rents without the necessity of further action on the part of
Borrower. Borrower and Lender intend the assignments of Leases and Rents to be effective immediately and to constitute absolute present
assignments, and not assignments for additional security only. Only for purposes of giving effect to these absolute assignments of Leases
and Rents, and for no other purpose, the Leases and Rents shall not be deemed to be a part of the Mortgaged Property. However, if these
present, absolute and unconditional assignments of Leases and Rents are not enforceable by their terms under the laws of the Property
Jurisdiction, then each of the Leases and Rents shall be included as part of the Mortgaged Property, and it is the intention of Borrower,
in such circumstance, that this Security Instrument create and perfect a lien on each of the Leases and Rents in favor of Lender, which
liens shall be effective as of the date of this Security Instrument.


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 7
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(b)   Until
an Event of Default has occurred and is continuing, but subject to the limitations set forth in the Loan Documents, Borrower shall have
a revocable license to exercise all rights, power and authority granted to Borrower under the Leases (including the right, power and authority
to modify the terms of any Lease, extend or terminate any Lease, or enter into new Leases, subject to the limitations set forth in the
Loan Documents), and to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender, and to apply all Rents to
pay the Monthly Debt Service Payments and the other amounts then due and payable under the other Loan Documents, including Imposition
Deposits, and to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities
and Impositions (to the extent not included in Imposition Deposits), tenant improvements and other capital expenditures. So long as no
Event of Default has occurred and is continuing (and no event which, with the giving of notice or the passage of time, or both, would
constitute an Event of Default has occurred and is continuing), the Rents remaining after application pursuant to the preceding sentence
may be retained and distributed by Borrower free and clear of, and released from, Lender’s rights with respect to Rents under this
Security Instrument.


 


(c)   If
an Event of Default has occurred and is continuing, without the necessity of Lender entering upon and taking and maintaining control of
the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction,
the revocable license granted to Borrower pursuant to Section 3(b) shall automatically terminate, and Lender shall immediately have
all rights, powers and authority granted to Borrower under any Lease (including the right, power and authority to modify the terms of
any such Lease, or extend or terminate any such Lease) and, without notice, Lender shall be entitled to all Rents as they become due and
payable, including Rents then due and unpaid. During the continuance of an Event of Default, Borrower authorizes Lender to collect, sue
for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender, and Borrower
shall, upon Borrower’s receipt of any Rents from any sources, pay the total amount of such receipts to Lender. Although the foregoing
rights of Lender are self-effecting, at any time during the continuance of an Event of Default, Lender may make demand for all Rents,
and Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to all tenants of the Mortgaged Property instructing
them to pay all Rents to Lender. No tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default,
and no tenant shall be obligated to pay to Borrower any amounts that are actually paid to Lender in response to such a notice. Any such
notice by Lender shall be delivered to each tenant personally, by mail or by delivering such demand to each rental unit.


 


(d)   If
an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency
of Borrower, and even in the absence of waste, enter upon, take and maintain full control of the Mortgaged Property, and may exclude Borrower
and its agents and employees therefrom, in order to perform all acts that Lender, in its discretion, determines to be necessary or desirable
for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification of Leases, the collection
of all Rents (including through use of a lockbox, at Lender’s election), the making of repairs to the Mortgaged Property and the
execution or termination of contracts providing for the management, operation or maintenance of the Mortgaged Property, for the purposes
of enforcing this assignment of Rents, protecting the Mortgaged Property or the security of this Security Instrument and the Mortgage
Loan, or for such other purposes as Lender in its discretion may deem necessary or desirable.


 






    
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(e)   Notwithstanding
any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred and is
continuing, and regardless of the adequacy of Lender’s security or Borrower’s solvency, and without the necessity of giving
prior notice (oral or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of a receiver for the
Mortgaged Property to take any or all of the actions set forth in Section 3. If Lender elects to seek the appointment of a receiver
for the Mortgaged Property at any time after an Event of Default has occurred and is continuing, Borrower, by its execution of this Security
Instrument, expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte, if permitted
by applicable law. Borrower consents to shortened time consideration of a motion to appoint a receiver. Lender or the receiver, as applicable,
shall be entitled to receive a reasonable fee for managing the Mortgaged Property and such fee shall become an additional part of the
Indebtedness. Immediately upon appointment of a receiver or Lender’s entry upon and taking possession and control of the Mortgaged
Property, possession of the Mortgaged Property and all documents, records (including records on electronic or magnetic media), accounts,
surveys, plans, and specifications relating to the Mortgaged Property, and all security deposits and prepaid Rents, shall be surrendered
to Lender or the receiver, as applicable. If Lender or receiver takes possession and control of the Mortgaged Property, Lender or receiver
may exclude Borrower and its representatives from the Mortgaged Property.


 


(f)   The
acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 3 shall not at any time or in any event
obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not be liable
in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property. Prior to Lender’s
actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:


 


(1)   obligated
to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease);


 


(2)   obligated
to appear in or defend any action or proceeding relating to any Lease or the Mortgaged Property; or


 


(3)   responsible
for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property.


 






    
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The execution of this Security
Instrument shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the
Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking possession and control by Lender of the Land
and Improvements.


 


(g)   Lender
shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall not be liable to Borrower, anyone
claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of any act or omission of Lender under
this Section 3, and Borrower hereby releases and discharges Lender from any such liability to the fullest extent permitted by law,
provided that Lender shall not be released from liability that occurs as a result of Lender’s gross negligence or willful misconduct
as determined by a court of competent jurisdiction pursuant to a final, non-appealable court order. If the Rents are not sufficient to
meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Lender for such
purposes shall be added to, and become a part of, the principal balance of the Indebtedness, be immediately due and payable, and bear
interest at the Default Rate from the date of disbursement until fully paid. Any entering upon and taking control of the Mortgaged Property
by Lender or the receiver, and any application of Rents as provided in this Security Instrument, shall not cure or waive any Event of
Default or invalidate any other right or remedy of Lender under applicable law or provided for in this Security Instrument or any Loan
Document.


 


4.   Protection
of Lender’s Security.


 


If Borrower fails to perform
any of its obligations under this Security Instrument or any other Loan Document, or any action or proceeding is commenced that purports
to affect the Mortgaged Property, Lender’s security, rights or interests under this Security Instrument or any Loan Document (including
eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of Environmental Laws, fraudulent conveyance or
reorganizations or proceedings involving a debtor or decedent), Lender may, at its option, make such appearances, disburse or pay such
sums and take such actions, whether before or after an Event of Default or whether directly or to any receiver for the Mortgaged Property,
as Lender reasonably deems necessary to perform such obligations of Borrower and to protect the Mortgaged Property or Lender’s security,
rights or interests in the Mortgaged Property or the Mortgage Loan, including:


 


(a)   paying
fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants;


 


(b)   entering
upon the Mortgaged Property to make repairs or secure the Mortgaged Property;


 


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


 


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


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 10
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


Any amounts so disbursed or
paid by Lender shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable and bear
interest at the Default Rate from the date of disbursement until fully paid. The provisions of this Section 4 shall not be deemed
to obligate or require Lender to incur any expense or take any action.


 


5.   Default;
Acceleration; Remedies.


 


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


 


(b)   In
connection with any sale made under or by virtue of this Security Instrument, the whole of the Mortgaged Property may be sold in one (1)
parcel as an entirety or in separate lots or parcels at the same or different times, all as Lender may determine in its sole discretion.
Lender shall have the right to become the purchaser at any such sale. In the event of any such sale, the outstanding principal amount
of the Mortgage Loan and the other Indebtedness, if not previously due, shall be and become immediately due and payable without demand
or notice of any kind. If the Mortgaged Property is sold for an amount less than the amount outstanding under the Indebtedness, the deficiency
shall be determined by the purchase price at the sale or sales. To the extent not prohibited by applicable law, Borrower waives all rights,
claims, and defenses with respect to Lender’s ability to obtain a deficiency judgment.


 


(c)   Borrower
acknowledges and agrees that the proceeds of any sale shall be applied as determined by Lender unless otherwise required by applicable
law.


 






    
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(d)   In
connection with the exercise of Lender’s rights and remedies under this Security Instrument and any other Loan Document, there shall
be allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all other expenditures and
expenses which may be paid or incurred by or on behalf of Lender for reasonable legal fees, appraisal fees, outlays for documentary and
expert evidence, stenographic charges and publication costs; (2) all expenses of any environmental site assessments, environmental audits,
environmental remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar
testing or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation of or in connection with the
exercise of Lender’s rights and remedies under the Loan Documents; and (3) costs (which may be reasonably estimated as to items
to be expended in connection with the exercise of Lender’s rights and remedies under the Loan Documents) of procuring all abstracts
of title, title searches and examinations, title insurance policies, and similar data and assurance with respect to title as Lender may
deem reasonably necessary either to prosecute any suit or to evidence the true conditions of the title to or the value of the Mortgaged
Property to bidders at any sale which may be held in connection with the exercise of Lender’s rights and remedies under the Loan
Documents. All expenditures and expenses of the nature mentioned in this Section 5, and such other expenses and fees as may be incurred
in the protection of the Mortgaged Property and rents and income therefrom and the maintenance of the lien of this Security Instrument,
including the fees of any attorney employed by Lender in any litigation or proceedings affecting this Security Instrument, the Note, the
other Loan Documents, or the Mortgaged Property, including bankruptcy proceedings, any Foreclosure Event, or in preparation of the commencement
or defense of any proceedings or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional
Indebtedness and shall be immediately due and payable by Borrower, with interest thereon at the Default Rate until paid.


 


(e)   Any
action taken by Lender pursuant to the provisions of this Section 5 shall comply with the laws of the Property Jurisdiction. Such
applicable laws shall take precedence over the provisions of this Section 5, but shall not invalidate or render unenforceable any
other provision of any Loan Document that can be construed in a manner consistent with any applicable law. If any provision of this Security
Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession), or a receiver appointed pursuant to the provisions
of this Security Instrument any powers, rights or remedies prior to, upon, during the continuance of or following an Event of Default
that are more limited than the powers, rights, or remedies that would otherwise be vested in such party under any applicable law in the
absence of said provision, such party shall be vested with the powers, rights, and remedies granted in such applicable law to the full
extent permitted by law.


 


6.   Waiver
of Statute of Limitations and Marshaling.


 


Borrower hereby waives the
right to assert any statute of limitations as a bar to the enforcement of the lien of this Security Instrument or to any action brought
to enforce any Loan Document. Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or
by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected
to the remedies provided in this Security Instrument and/or any other Loan Document or by applicable law. Lender shall have the right
to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of
such remedies. Borrower, for itself and all who may claim by, through or under it, and any party who now or in the future acquires a security
interest in the Mortgaged Property and who has actual or constructive notice of this Security Instrument, waives any and all right to
require the marshaling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any
of the Mortgaged Property be sold in parcels (at the same time or different times) in connection with the exercise of any of the remedies
provided in this Security Instrument or any other Loan Document, or afforded by applicable law.


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 12
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


7.   Waiver
of Redemption; Rights of Tenants.


 


(a)   Borrower
hereby covenants and agrees that it will not at any time apply for, insist upon, plead, avail itself, or in any manner claim or take any
advantage of, any appraisement, stay, exemption or extension law or any so-called “Moratorium Law” now or at any time hereafter
enacted or in force in order to prevent or hinder the enforcement or foreclosure of this Security Instrument. Without limiting the foregoing:


 


(1)   Borrower,
for itself and all Persons who may claim by, through or under Borrower, hereby expressly waives any so-called “Moratorium Law”
and any and all rights of reinstatement and redemption, if any, under any order or decree of foreclosure of this Security Instrument,
it being the intent hereof that any and all such “Moratorium Laws”, and all rights of reinstatement and redemption of Borrower
and of all other Persons claiming by, through or under Borrower are and shall be deemed to be hereby waived to the fullest extent permitted
by the laws of the Property Jurisdiction;


 


(2)   Borrower
shall not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any right, power remedy herein
or otherwise granted or delegated to Lender but will suffer and permit the execution of every such right, power and remedy as though no
such law or laws had been made or enacted; and


 


(3)   if
Borrower is a trust, Borrower represents that the provisions of this Section 7 (including the waiver of reinstatement and redemption
rights) were made at the express direction of Borrower’s beneficiaries and the persons having the power of direction over Borrower,
and are made on behalf of the trust estate of Borrower and all beneficiaries of Borrower, as well as all other persons mentioned above.


 


(b)   Lender
shall have the right to foreclose subject to the rights of any tenant or tenants of the Mortgaged Property having an interest in the Mortgaged
Property prior to that of Lender. The failure to join any such tenant or tenants of the Mortgaged Property as party defendant or defendants
in any such civil action or the failure of any decree of foreclosure and sale to foreclose their rights shall not be asserted by Borrower
as a defense in any civil action instituted to collect the Indebtedness, or any part thereof or any deficiency remaining unpaid after
foreclosure and sale of the Mortgaged Property, any statute or rule of law at any time existing to the contrary notwithstanding.


 


8.   Notice.


 


(a)   All
notices under this Security Instrument shall be:


 


(1)   in
writing, and shall be (A) delivered, in person, (B) mailed, postage prepaid, either by registered or certified delivery, return receipt
requested, or (C) sent by overnight express courier;


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 13
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(2)   addressed
to the intended recipient at its respective address set forth at the end of this Security Instrument; and


 


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


 


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


 


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


 


(b)   Any
party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice given
to the other party in accordance with this Section 8.


 


(c)   Any
required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance with this
Section 8.


 


9.   Mortgagee-in-Possession.


 


Borrower acknowledges and
agrees that the exercise by Lender of any of the rights conferred in this Security Instrument shall not be construed to make Lender a
mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and Improvements.


 


10.   Release.


 


Upon payment of the Indebtedness,
this Security Instrument shall become null and void, and Lender shall release this Security Instrument. Borrower shall pay Lender’s
reasonable costs incurred in releasing this Security Instrument, not to exceed the amount permitted by South Carolina law.


 


11.   South
Carolina State Specific Provisions.


 


The provisions of Schedule I
attached hereto are incorporated herein by reference as if fully set forth in the body of this Security Instrument.


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 14
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


12.   Governing
Law; Consent to Jurisdiction and Venue.


 


This Security Instrument shall
be governed by the laws of the Property Jurisdiction without giving effect to any choice of law provisions thereof that would result in
the application of the laws of another jurisdiction. Borrower agrees that any controversy arising under or in relation to this Security
Instrument 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 that arise under or in relation to any security
for the Indebtedness. Borrower 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.


 


13.   Miscellaneous
Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


14.   Time
is of the Essence.


 


Borrower agrees that, with
respect to each and every obligation and covenant contained in this Security Instrument and the other Loan Documents, time is of the essence.


 


15.   WAIVER
OF TRIAL BY JURY.


 


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


 






    
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ATTACHED EXHIBITS.
The following Exhibits are attached to this Security Instrument and incorporated fully herein by reference:


 


	 	☒	Schedule I	South Carolina State Specific Provisions (required)
	 	 	 	 
	 	☒	Schedule II	Certificate of Compliance and Statement of South

 Carolina Licensed Attorney (required)
	 	 	 	 
	 	☒	Exhibit A	Description of the Land (required)
	 	 	 	 
	 	☒	Exhibit B	Modifications to Security Instrument

 (Cross-Default and Cross-Collateralization: Multi-Note)
	 	 	 	 
	 	☒	Exhibit C	Modifications to Security Instrument 

(Cross-Default and Cross-Collateralization: Multi-Note)
	 	 	 	(Borrower Projects)
	 	 	 	 
	 	☒	Exhibit D	Modifications to Security Instrument

 (Manufactured Housing Community)



 


[Remainder of Page Intentionally Blank]


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page 17
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IN WITNESS WHEREOF,
Borrower has signed and delivered this Security Instrument under seal (where applicable) or has caused this Security Instrument to be
signed and delivered by its duly authorized representative under seal (where applicable). Where applicable law so provides, Borrower intends
that this Security Instrument shall be deemed to be signed and delivered as a sealed instrument.


 


	 	BORROWER:
	 	 
	 	ARC MHP LLC, a
	 	South Carolina limited liability company
	 	 
	 	By:	Manufactured Housing Properties Inc.,
	 	 	 a Nevada corporation, its Sole Member



 


	 	By:	/s/ John W. Wardlaw III   (SEAL)
	 	Name: 	John W. Wardlaw III
	 	Title:	President



 


	Witnesses:	 
	 	 
	/s/ Kitty Harkey	 
	Print Name:	Kitty Harkey	 
	 	 
	/s/ Andrea Mendiolea	 
	Print Name:	Andrea Mendiolea	 



 


[ACKNOWLEDGMENT ON FOLLOWING PAGE]


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page S-1
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


STATE OF North Carolina


Mecklenburg COUNTY


 


I, the undersigned, a Notary
Public of the State and County aforesaid, certify that John W. Wardlaw III, being
personally known to me, personally came before me this day and acknowledged that he is the PRESIDENT
of Manufactured Housing Properties Inc., a Nevada corporation, which is the SOLE
MEMBER of ARC MHP LLC, a South Carolina limited liability company, and that he, as PRESIDENT,
being authorized to do so, voluntarily executed the foregoing in my presence on behalf of said limited liability company for the purposes
stated therein.


 


Witness my hand and official
stamp or seal, this the 26th day of July, 2022.


 


	 	/s/ Shanna Graham
	 	Notary Public
	 	 
	(Official Seal)	My Commission Expires:	12/13/2025



_______





 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page S-2
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


	 	The name, chief executive office and organizational identification
    number of Borrower (as Debtor under any applicable Uniform Commercial Code) are:
	 	 
	 	Debtor Name/Record Owner:
	 	 
	 	ARC MHP LLC, a
	 	South Carolina limited liability company
	 	 
	 	Debtor Chief Executive Office Address:
	 	 
	 	c/o Manufactured Housing Properties Inc.
	 	136 Main Street
	 	Pineville, North Carolina 28134
	 	 
	 	Debtor Organizational ID Number:	N/A
	 	 
	 	The name and chief executive office of Lender (as Secured Party) are:
	 	 
	 	Secured Party Name:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, a
	 	national banking association
	 	 
	 	Secured Party Chief Executive Office Address:
	 	 
	 	127 Public Square, 8th Floor
	 	Cleveland, Ohio 44114
	 	 
	 	Secured Party Notice Address:
	 	 
	 	11501 Outlook Street, Suite 300
	 	Overland Park, Kansas 66211



 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page S-3
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


SCHEDULE I


 


SOUTH CAROLINA STATE SPECIFIC PROVISIONS


 


(a)   Notwithstanding
any provision herein to the contrary, the maximum of all indebtedness outstanding at any one time secured hereby shall not exceed two
hundred percent (200%) of the original principal amount of the Note, plus interest thereon, all charges and expenses of collection
incurred by Lender (including, without limitation, court costs and reasonable attorneys’ fees), all sums advanced for the payment
of taxes, assessments, maintenance and repair charges, insurance premiums, and any other costs incurred to protect the security encumbered
hereby or the lien of this Security Instrument and expenses incurred by Lender by reason of any default by Borrower under the terms of
this Security Instrument, the Loan Agreement and the other Loan Documents.


 


(b)   Borrower
hereby acknowledges that this Security Instrument and all of the other Loan Documents were reviewed, and the Mortgage Loan closed, under
the supervision of a licensed South Carolina Attorney.


 


(c)   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.


 


	 	BORROWER:
	 	 
	 	ARC MHP LLC, a
	 	South Carolina limited liability company
	 	 	 
	 	By:	Manufactured Housing Properties Inc., a Nevada
	 	 	 corporation, its Sole Member



 


	 	By:	/s/ John W. Wardlaw III	(SEAL)






	 	Name:  	John W. Wardlaw III
	 	Title:	President


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page Sch. I-1
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


SCHEDULE II


 


CERTIFICATE OF COMPLIANCE OF


SOUTH CAROLINA LICENSED ATTORNEY(S) and VERIFICATION
BY 

MORTGAGOR(S)


 


	TO:	       Stewart Title Guaranty
Company	(“Title Company”)



 


	RE:	Mortgage loan (the “Loan”) to be made by KEYBANK NATIONAL ASSOCIATION, a national
banking association (“Lender”), to ARC MHP LLC, a South Carolina limited liability company, which Loan will
be secured by a Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage”)
encumbering the real property described on Exhibit A to the Mortgage (the “Loan Transaction”)



 


	DATE:	As of September 1, 2022



 


The Undersigned Attorney(s),
who are each licensed by the State of South Carolina, do herein and hereby respectively certify, warrant, and attest that the following
enumerated legal services have been respectively provided by one of more of the undersigned attorney(s) as evidenced below with and by
the respective Attorney’s individually printed name, signature and SC Bar Number as to the respective legal services provided. This
Certification is made for purposes of warranting and attesting to Lender, Investor and Title Company (if applicable) that all legal services
performed and transactional aspects in connection with the Loan Transaction herein did not or will not involve any violation of the Unauthorized
Practice of Law (“UPL”) laws or UPL rules of the State of South Carolina:


 


		1.	Loan Documents. The Loan documents related to the Loan Transaction governed by South Carolina law
were or will be reviewed by the undersigned, who had or will have the opportunity to make corrections necessary to ensure their compliance
with South Carolina law.



 


	 	Nicholas C. Steinhaus	 	/s/ Nicholas C. Steinhaus	 	73773
	 	Printed Name	 	Signature	 	SC Bar No.



 


		2.	Closing. The closing of the Loan Transaction was or will be conducted or supervised by the undersigned.



 





	 			                         	 	 
	 	Printed Name	 	Signature	 	SC Bar No.


 





		3.	Disbursement of Funds. The funds, if any, applicable to the Loan Transaction, were or will be disbursed
by the undersigned or the disbursement process was or will be reviewed and approved by the undersigned.



 





	 			                         	 	 
	 	Printed Name	 	Signature	 	SC Bar No.


 


		4.	Title Search. The title search and the preparation of title reports and/or other documents related
to the title for the Loan Transaction were undertaken or supervised by the undersigned.



 





	 			                         	 	 
	 	Printed Name	 	Signature	 	SC Bar No.


 


		5.	Recording of Documents. Document recording to complete the Loan Transaction was or will be completed
or supervised by the undersigned.



 





	 			                         	 	 
	 	Printed Name	 	Signature	 	SC Bar No.


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page Sch. II-1
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


I, as Mortgagor for this Loan, attest and verify
to Lender that to Mortgagor’s knowledge, Ballard Spahr LLP has engaged Baker, Donelson, Bearman, Caldwell & Berkowitz, PC to
act as special South Carolina counsel to the Loan Transaction (as defined in the attached South Carolina Certificate of Compliance), which
such engagement includes the loan closing services set forth in the attached South Carolina Certificate of Compliance. I further understand
and agree that Lender, Investor, and Title Company and their successors and assigns shall be entitled to rely fully and completely on
this attestation and verification by me/us in the funding of my mortgage loan transaction:


 





	 	MORTGAGOR:
	 	 
	 	ARC MHP LLC, a
	 	South Carolina limited liability company
	 	 	 
	 	By:	Manufactured Housing Properties Inc., a
	 	 	Nevada corporation, its Sole Member


 


		By:	/s/ John W. Wardlaw III	(SEAL)






	 	Name:  	John W. Wardlaw III
	 	Title:	President




 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page Sch. II-2
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


EXHIBIT A


 


DESCRIPTION OF THE LAND


 


PARCEL 1


 


ALSO: All that certain piece, parcel,
lot or tract of land, with any improvements thereon, situate, lying and being in the County of Lexington, State of South Carolina, and
containing 2.70 Acres as shown on a Plat prepared for Edward Neal Taylor by Dennis G. Johns, PLS, dated December 8, 1998, and recorded
in the Office of R/D for Lexington County in Plat Book 446, at Page 8A, and having such metes and bounds as a shown on said Plat. The
metes and bounds as shown on said Plat are incorporated herein by reference.


 


FOR INFORMATIONAL PURPOSES ONLY TMS # 004597-04-006


 


PARCEL 2


 


All that certain piece, parcel, or lot of
land, with improvements thereon, situate, lying and being in the County of Lexington, State of South Carolina, being more fully
shown and delineated as TRACT “B”, containing 5.04 Acres; TRACT “C”, containing 0.60 Acre; and TRACT
“D”, containing 2.44 Acres, on a Plat prepared for Michael L. & Gale L. Hyler by Douglas E. Platt, Sr., RLS, dated
April 19, 1994 and recorded in the Office of R/D for Lexington County, SC in Slide 21, Plat 1, and having such metes and bounds as
will be shown by reference to said Plat. The metes and bounds as shown on said Plat are incorporated herein by reference.


 


FOR INFORMATIONAL PURPOSES ONLY TMS # 005696-01-039


 


PARCEL 3


 


ALSO: All that certain piece, parcel,
or lot of land, with any improvements thereon, situate, lying and being in the County of Lexington, State of South Carolina, being more
fully shown and delineated as 16.40 Acres on a Plat prepared for Jimmy Garvin by Whitworth & Associates, Inc., dated February 25,
1999 and recorded in the Office of the R/D for Lexington County, SC in Slide 457, Plat 5, and having such metes and bounds as will be
shown by reference to said Plat. The metes and bounds as shown on said Plat are incorporated herein by reference.


 


FOR INFORMATIONAL PURPOSES ONLY TMS # 005300-07-091


 


PARCEL 4


 


ALSO: All that certain piece, parcel,
lot or tract of land, with improvements thereon, situate, lying and being in the County of Lexington, State of South Carolina,
being more fully shown and delineated as Parcel “B” containing 2.16 acres on a Plat prepared for The ARC Investment
Trust, identified as Project Number: 19-046, by Dennis G. Johns, PLS No. 8102, of Carolina Surveying Services, Inc., dated August
14, 2019 and recorded in the Office of Register of Deeds for Lexington County, South Carolina in Record Book 20844, Page 2996, and having such
metes and bounds as will be shown by reference to said Plat. The metes and bounds as shown on said Plat are incorporated herein by reference.


 


FOR INFORMATIONAL PURPOSES ONLY TMS # 005627-04-005


 






    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page A-1
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


PARCEL 5


 


ALSO: All that certain piece, parcel
or lot of land, with the improvements thereon, situate, lying and being in the Country of Lexington, State of South Carolina, being
shown as 9.56 Acre Tract on a Plat of Hidden Valley Mobile Home Manor, Inc., dated June 24, 1998, by Whitworth & Associates,
Inc., and being more particularly shown on a Plat prepared for R & E of West Columbia, dated September 8, 1998, recorded in Plat
Slide 416, as Plat 2A, and being further shown on a Plat prepared for Alva R. Cox by Whitworth & Associates, Inc., dated
September 9, 1998, and revised March 1, 2000, having the following measurements and boundaries, to-wit: Beginning at a point where
an iron pipe was found, 3/4” crimp pipe, and running N 88 degrees 38’39” E for a distance of 102.04 Feet along
Mason Road to a point; thence turning and running S 55 degrees 29’49” W for a distance of 112.20 Feet along lands n/f of
Jo A. Leach to a point; thence turning and running S 02 degrees 41’23” E for a distance of 56.24 Feet along property n/f
of Joe L. & Shelby Birch Mathews to a point; thence turning and running S 01 degrees 21’30” E for a distance of
99.98 Feet along property n/f of Joe L. & Shelby Birch Mathews to a point; thence turning and running S 01 degrees
23’11” E for a distance of 199.79 Feet along property n/f of Brenda W. Mikell to a point; thence turning and running S
 01 degrees 10’59” E for a distance of 65.70 Feet along property n/f of Brenda W. Mikell to a point; thence turning and
running S 67 degrees 29’48” E for a distance of 294.95 Feet along property n/f of David Martin, Jr. to a point;
thence turning and running S 67 degrees 48’15” W for a distance of 364.73 Feet along properties n/f of Helen M.
Timmermans and George M. & Sandra P. Hartley to a point; thence turning and running S 67 degrees 35’55” W for a
distance of 231.86 Feet along property n/f of Richard M. & Lynda H. Kuffel to a point; thence turning and running N 20 degrees
18’10” W for a distance of 97.12 Feet along property n/f of Charles E. & Sarah W. Skinner to a point; thence turning
and running N 20 degrees 25’06” W for a distance of 334.42 Feet along property n/f of Frasier L. Warr to a point; thence
turning and running N 67 degrees 42’49” E for a distance of 216.96 Feet along property n/f of Lewellen Reppenhagen and
property n/f of Joseph Arp to a point; thence turning and running N 68 degrees 12’18” E for a distance of 525.72 Feet
along property n/f of Eula Lee Senn McIntosh to point; thence turning and running N 66 degrees 18’48” E for a distance
of 301.07 Feet to the point of beginning.


 


FOR INFORMATIONAL PURPOSES ONLY TMS # 004598-02-001


 


DERIVATION:


 


This being the same property conveyed to ARC
MHP LLC, a South Carolina limited liability company by Dead from Alva R. Cox individually and as Trustee of The ARC Investment Trust
Dated April 23, 2007, dated December 19, 2019, and recorded December 30, 2019 in Book 20851, Page 1491, in the Office of the
Register of Deeds for Lexington County, South Carolina.


 




    
	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page A-2
	South Carolina	06-19 	© 2019 Fannie Mae

 


     


    

 


EXHIBIT B


 


MODIFICATIONS TO SECURITY INSTRUMENT


(Cross-Default and Cross-Collateralization:
Multi-Note)


 


The foregoing Security Instrument
is hereby modified as follows:


 


1.   Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Security Instrument.


 


2.   Section 1
of the Security Instrument (Defined Terms) is hereby amended by amending and restating the following definitions:


 


“Indebtedness” means
the principal of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument and
any other Loan Document (other than the Environmental Indemnity Agreement and Guaranty), the Other Security Instrument, and any Other
Loan Document (other than the Environmental Indemnity Agreement for the Other Loan and the Guaranty for the Other Loan), including Prepayment
Premiums, late charges, interest charged at the Default Rate, and accrued interest as provided in the Loan Agreement and this Security
Instrument, advances, costs and expenses to perform the obligations of Borrower or to protect the Mortgaged Property or the security of
this Security Instrument, all other monetary obligations of Borrower under the Loan Documents (other than the Environmental Indemnity
Agreement) and the Other Security Instrument, any and any Other Loan Document (other than the Environmental Indemnity Agreement for the
Other Loan) including amounts due as a result of any indemnification obligations, and any Enforcement Costs.


 


3.   Section 1
of the Security Instrument (Defined Terms) is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Borrower Projects”
means all of the properties owned by Borrower or Borrower Affiliate as described on Exhibit C, attached hereto, together
with the Mortgaged Property, that secure the Indebtedness and each Other Loan.


 


“Other Loan” means,
individually and collectively, each additional loan extended from Lender to Borrower or Borrower Affiliate, as described on Exhibit
C, attached hereto.


 


“Other Loan Documents”
means each Other Security Instrument and any other loan documents, including any loan agreement or note evidencing any Other Loan.


 


“Other Security Instrument”
means, individually and collectively, each multifamily mortgage, deed of trust or deed to secure debt encumbering each of the Borrower
Projects (other than the Mortgaged Property) securing each Other Loan.


 






    
	Modifications to Security Instrument (Cross-
 Default and Cross-Collateralization: Multi-
 Note)	Form 6305	Page B-1
	Fannie Mae	12-12	© 2012 Fannie Mae

 


     


    

 


4.   The
first full paragraph of the Security Instrument is revised to delete clause (i) and restate it as follows:


 


(i) the loan in the original principal
amount of $3,687,000.00 (the “Mortgage Loan”) evidenced by that certain Multifamily Note dated as of the date
of this Security Instrument, executed by Borrower and made payable to the order of Lender (as amended, restated, replaced, supplemented,
or otherwise modified from time to time, the “Note”) and the Other Loan in the aggregate principal amount of $58,313,000.00
as evidenced by the Other Loan Documents;


 


5.   The
following section is hereby added to the Security Instrument as Section 16 (Cross-Default and Cross-Collateralization):


 


16.   Cross-Default
and Cross-Collateralization.


 


(a)   Cross-Default.


 


Borrower hereby
agrees and consents that the occurrence of an “Event of Default” (as defined in each Other Security Instrument) shall be an
Event of Default under the Loan Agreement.


 


(b)   Cross-Collateralization;
Remedies Against Other Collateral.


 


Borrower hereby
agrees and consents that the Indebtedness and each of the Other Loans are and shall be collateralized and secured by the lien of this
Security Instrument on the Mortgaged Property and by the liens of each Other Security Instrument on each of the Borrower Projects. Borrower
further agrees that the Mortgaged Property shall secure both the Indebtedness of the Borrower and the obligations of Borrower or any Borrower
Affiliate pursuant to each Other Loan and the Other Loan Documents.


 


Borrower hereby
acknowledges that the Indebtedness is also secured by liens on collateral which may be located in jurisdictions other than the Property
Jurisdiction. Borrower further agrees and consents that upon the occurrence and during the continuance of an Event of Default, Lender
shall have the right, in its sole and absolute discretion, to exercise any and all rights and remedies in and under any of the Loan Documents,
including the right to proceed, at the same or at different times, to foreclose any or all liens against such collateral (or sell such
collateral under power of sale) in accordance with the terms of this Security Instrument or any other Security Instrument, by any proceedings
appropriate in the jurisdictions where such collateral is located, and that no enforcement action taking place in any jurisdiction shall
preclude or bar enforcement in any other jurisdiction. Any Foreclosure Event brought in any jurisdiction in which collateral is located
may be brought and prosecuted as to any part of such collateral without regard to the fact that a Foreclosure Event has not been instituted
elsewhere on any other part of the collateral for the Indebtedness. No notice, except as may be expressly required by the Loan Documents
or by applicable law, shall be required to be given to Borrower in connection with (a) the occurrence of such Event of Default, or
(b) Lender’s exercise of any and all of its rights or remedies after the occurrence of such Event of Default.


 


[Remainder of Page Intentionally Blank]


 




    
	Modifications to Security Instrument (Cross-
 Default and Cross-Collateralization: Multi-
 Note)	Form 6305	Page B-2
	Fannie Mae	12-12	© 2012 Fannie Mae

 


     


    

 


EXHIBIT C


TO


MODIFICATIONS TO MULTIFAMILY SECURITY INSTRUMENT


(Cross-Default and Cross-Collateralization:
Multi-Note)


 


[Borrower Projects]


 





	Related
Property Name
	 	Related Property Location	 	Related Loan Amount	 
	Anderson Portfolio	 	2101 Beaverdam Rd
 Williamston, South Carolina 29697

                                                                                 
100 Green Cherry Rd
 Anderson, South Carolina 29625

                                                                                
6312 Hwy 81 S
 Starr, South Carolina 29684

                                                                                
301 True Temper Rd
 Anderson, South Carolina 29624

                                                                                
813 Mayfield
School Rd
 Belton, South Carolina, 29627
 

                                                                                3323 Jerry Dr
 Anderson, South Carolina 29624 


                                                                                 

                                                                                3301 Jerry Dr
 Anderson, South Carolina 29624 


                                                                                 

                                                                                729 Greenville St
 Pendleton, South Carolina 29670 


                                                                                 

                                                                                1615 Middleton Rd
 Anderson, South Carolina 29624
	 	$	5,118,000.00	 
	 	 	 	 	 	 	 
	ARC Portfolio	 	4216 Augusta Rd
 Lexington, South Carolina 29073

                                                                              

                                                                             100 Hidden
Valley Dr
 Lexington, South Carolina 29073 


                                                                              

                                                                             300 Cardinal Dr
 Lexington, South Carolina 29073 


                                                                              

                                                                             305 Hermitage Rd
 Lexington, South Carolina 29072 


                                                                              

                                                                             2700 Oakwood Dr
 West Columbia, South Carolina 29169
	 	$	3,687,000.00	 



 






    
	Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page C-1
	Fannie Mae	04-22	© 2022 Fannie Mae

 


     


    

 


	Asheboro Portfolio	 	1802 Grantville Ln
 Asheboro, North Carolina 27205

                                                                                                                       

                                                                             3855 Mechanic
Rd
 Asheboro, North Carolina 27205
	 	$	1,374,000.00	 
	 	 	 	 	 	 	 
	Azalea	 	400 Andrew Cir
 Gastonia, North Carolina 28056	 	$	1,830,000.00	 
	 	 	 	 	 	 	 
	B&D (Chester Grove)	 	2706 Dove Ln
 Chester, South Carolina 29706	 	$	2,887,000.00	 
	 	 	 	 	 	 	 
	Capital View	 	4540 Hwy 321
 Gaston, South Carolina 29053	 	$	829,000.00	 
	 	 	 	 	 	 	 
	Chatham Pines	 	71 Barn Dr
 Chapel Hill, North Carolina 27517	 	$	2,263,000.00	 
	 	 	 	 	 	 	 
	Pines at Lancaster (fka Countryside)	 	1305 McIlwain Rd
 Lancaster, South Carolina 29720	 	$	4,343,000.00	 
	 	 	 	 	 	 	 
	Crestview	 	2 Leisure Ln
 East Flat Rock, North Carolina 28726	 	$	4,625,000.00	 
	 	 	 	 	 	 	 
	Dixie	 	811 West Gold St
 Kings Mountain, North Carolina 28086	 	$	485,000.00	 
	 	 	 	 	 	 	 
	Driftwood	 	2333 Belmeade Dr
 Charlotte, North Carolina 28214	 	$	274,000.00	 
	 	 	 	 	 	 	 
	Evergreen	 	1009 Rainier Way
 Dandridge, Tennessee 37725	 	$	2,604,000.00	 
	 	 	 	 	 	 	 
	Golden Isles	 	145 Emanuel Farm Rd
 Brunswick, Georgia 31525	 	$	1,987,000.00	 
	 	 	 	 	 	 	 
	Hidden Acres	 	101 Hidden Acres Ln
 West Columbia, South Carolina 29172	 	$	764,000.00	 
	 	 	 	 	 	 	 
	Holly Faye	 	100 Brian Cir
 Gastonia, North Carolina 28056	 	$	1,608,000.00	 



 






    
	Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page C-2
	Fannie Mae	04-22	© 2022 Fannie Mae

 


     


    

 


	Hunt Club	 	7201 Hunt Club Rd
 Columbia, South Carolina 29223	 	$	2,756,000.00	 
	 	 	 	 	 	 	 
	Lakeview	 	8332 Fairforest Rd
 Spartanburg, South Carolina 29303	 	$	3,229,000.00	 
	Maple Hills	 	14 Maple View Dr
 Mills River, North Carolina 28759	 	$	2,570,000.00	 
	 	 	 	 	 	 	 
	Idlewild
Acres MHP

                                                                                                                                             (fka Morganton)
	 	3265 Idlewild Dr
 Morganton, North Carolina 28655	 	$	1,352,000.00	 
	 	 	 	 	 	 	 
	North Raleigh Portfolio	 	73 Thompson Cir
 Youngsville, North Carolina 27596 


                                                                              

                                                                             3675 Bruce Garner Rd
 Franklinton, North Carolina 27525 


                                                                              

                                                                             8 Dogwood Dr
 Franklinton, North Carolina 27525 


                                                                              

                                                                             3579 Goose Run
 Oxford, North Carolina 27565 


                                                                              

                                                                             264 Holding Young Rd
 Youngsville, North Carolina 27596
	 	$	5,279,000.00	 
	 	 	 	 	 	 	 
	Pecan Grove	 	5800 Orr Rd
 Charlotte, North Carolina 28213	 	$	4,489,000.00	 
	 	 	 	 	 	 	 
	Springlake	 	104 S Cambridge Dr
 Centerville, Georgia 31028	 	$	6,590,000.00	 
	 	 	 	 	 	 	 
	Sunnyland	 	140 Bermuda Dr
 Byron, Georgia 31008	 	$	1,057,000.00	 



 








    
	Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page C-3
	Fannie Mae	04-22	© 2022 Fannie Mae

 


     


    

 


EXHIBIT D


 


MODIFICATIONS TO SECURITY INSTRUMENT


(Manufactured Housing Community)


 


The foregoing Security Instrument
is hereby modified as follows:


 


1.   Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Security Instrument.


 


2.   Section 1
of the Security Instrument (Defined Terms) is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Borrower-Owned Homes”
means, individually and collectively, any tenant-occupied or vacant Manufactured Homes located on the Mortgaged Property that are now
or hereafter owned by Borrower, and as set forth on Schedule 1 attached hereto.


 


“Manufactured Home”
means a “manufactured home,” as that term is defined in the National Manufactured Home Standards, and any related fixtures
and personal property.


 


“MH Site” means
a lot on the Mortgaged Property leased or anticipated to be leased to a Homeowner or tenant in possession of a Manufactured Home.


 


“National Manufactured Home
Standards” means the standards for Manufactured Homes set forth in (a) the National Manufactured Home Construction and
Safety Standards Act of 1974 (42 U.S.C. 5401 et seq.), as amended, and (b) 24 C.F.R. Part 3280 - Manufactured
Home Construction and Safety Standards, as amended.


 


“Site” means an
MH Site or a lot on the Mortgaged Property leased or anticipated to be leased to an owner of or tenant in possession of a recreational
vehicle.


 


3.   Section 1
of the Security Instrument (Defined Terms) is hereby amended by deleting and restating in its entirety the definition of “Improvements”
to read as follows:


 


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


 


4.   Section 1
of the Security Instrument (Defined Terms) is hereby amended by adding the following subsection to the end of the definition of “Mortgaged
Property”:


 


(q)   all
Borrower-Owned Homes, if any.


 


5.   Section 2(a)
of the Security Instrument (Security Agreement; Fixture Filing) is hereby amended in its entirety to read as follows:


 


(a)   To
secure to Lender, the repayment of the Indebtedness, and all renewals, extensions and modifications thereof, and the performance of the
covenants and agreements of Borrower contained in the Loan Documents, Borrower hereby pledges, assigns, and grants to Lender a continuing
security interest in the UCC Collateral and all other Personalty (to the extent such Personalty is not deemed UCC Collateral). This Security
Instrument constitutes a security agreement and a financing statement under the UCC. This Security Instrument also constitutes a financing
statement pursuant to the terms of the UCC with respect to any part of the Mortgaged Property that is or may become a Fixture under applicable
law, and will be recorded as a “fixture filing” in accordance with the UCC. Borrower hereby authorizes Lender to file financing
statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection
of this security interest without the signature of Borrower. If an Event of Default has occurred and is continuing, Lender shall have
the remedies of a secured party under the UCC or otherwise provided at law or in equity, in addition to all remedies provided by this
Security Instrument and in any Loan Document. Lender may exercise any or all of its remedies against the UCC Collateral separately or
together, and in any order, without in any way affecting the availability or validity of Lender’s other remedies. For purposes of
the UCC, the debtor is Borrower and the secured party is Lender. The name and address of the debtor and secured party are set forth after
Borrower’s signature below which are the addresses from which information on the security interest may be obtained.


 


[Remainder of Page Intentionally Blank]


 




    
	Modifications to Security Instrument (Manufactured Housing Community)	Form 6307	Page D-1
	Fannie Mae	04-22	© 2022 Fannie Mae

 


     


    

 


SCHEDULE 1


 


Borrower-Owned Homes


 


 


 


 







	Fannie Mae Multifamily Security Instrument	Form 6025.SC	Page Sch. 1-1
	South Carolina	06-19 	© 2019 Fannie Mae