Exhibit 10.8


 


LOAN
AGREEMENT


 


THIS LOAN AGREEMENT is entered
into effective as of November 14, 2022, by and between MACRAL PROPERTIES, LLC, a North Carolina limited liability company (“MACRAL”),
and RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company (“RON-RAN”) (each of the foregoing,
individually and collectively, “Borrower”), and VANDERBILT MORTGAGE AND FINANCE, INC., a Tennessee corporation
(“Lender”).


 


RECITALS


 


A. Subject to the
terms and provisions hereof, Lender has agreed to make available certain credit for the purposes set forth herein; and


 


B. Borrower
and Lender desire to enter into this Agreement in order to set forth the terms, provisions and conditions governing the credit availability
and the disbursement of the proceeds described herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1 Definitions.
In addition to the other terms defined herein, the following terms shall have the meanings specified below:


 


“Advance”
means any and all extensions of credit made pursuant to this Agreement, the Note, or any Loan Document, including any renewal, amendment,
extension or modification thereof. The terms “Advance” and “Loan” (or the plural forms thereof)
are used interchangeably in this Agreement.


 


“Agreement”
means this Loan Agreement, including all exhibits hereto, as the same may be amended, modified or supplemented from time to time.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.


 


“Affiliated Home
Owner” means GVEST Wake Forest 2 Homes LLC, a North Carolina limited liability company.


 


“Assignments of Management
Agreements” means those certain Assignments of Management Agreements executed by Mobile Home Rentals, LLC, a North Carolina
limited liability company, in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to
time.


 


“Assignment of Ownership
Interests” means individually or collectively, those certain Assignments of Ownership Interests executed by the owners of Borrower
in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender
upon the Property described therein.


 


“Business Day”
means any day other than a Saturday, Sunday or day on which commercial banks are authorized to close under the laws of the State of Tennessee.


 






     


     


    

 


“Closing Date”
means the date first above written, or on such other date as the parties elect.


 


“Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time.


 


“Community”
means, individually and collectively, the manufactured housing communities known as (a) the manufactured housing communities known as
Country Road Manufactured Home Community located on the Premises owned and operated by MACRAL at 665 Mt. Olivet Church Rd., Franklinton,
NC 27525, consisting of approximately 28 Pad Sites, and certain building improvements and related amenities, landscaping, roads, and infrastructure
(the “MACRAL Community”); (b) the manufactured housing community known as Cooley’s Manufactured Home Community
located on the Premises owned and operated by RON-RAN at 8005 Zebulon Rd., Youngsville, NC 27596, consisting of approximately 43 Pad Sites,
and certain building improvements and related amenities, landscaping, roads, and infrastructure (the “RON-RAN Community”).


 


“Community Rules”
means written rules and regulations that govern the conduct of tenants for and at the Community.


 


“Conditions Precedent”
means those matters or events that must be completed or must occur or exist prior to Lender’s being obligated to fund the Advance,
including, but not limited to, those matters described in Article III hereof.


 


“Debt”
means, with respect to any Person, all obligations of such Person, contingent or otherwise, which in accordance with GAAP would be classified
on a balance sheet of such Person as liabilities of such Person, but in any event including (a) liabilities secured by any mortgage, pledge
or lien existing on Property owned by such Person and subject to such mortgage, pledge or lien, whether or not the liability secured thereby
shall have been assumed by such Person, (b) all indebtedness and other similar monetary obligations of such Person, (c) all guaranties,
obligations in respect of letters of credit, endorsements (other than endorsements of negotiable instruments for purposes of collection
in the ordinary course of business), obligations to purchase goods or services for the purpose of supplying funds for the purchase or
payment of Debt of others and other contingent obligations in respect of, or to purchase, or otherwise acquire, or advance funds for the
purchase of, Debt of others, (d) all obligations of such Person to indemnify another Person to the extent of the amount of indemnity,
if any, which would be payable by such Person at the time of determination of Debt, and (e) all obligations of such Person under capital
leases.


 


“Debt Service”
has the meaning set forth in Section 5.18(b).


 


“Debt Service Coverage
Ratio” has the meaning set forth in Section 5.18(b).


 


“Default”
means the occurrence of any event which except for the passage of time or the delivery of notice with an opportunity to cure would be
an Event of Default.


 


“Default Rate”
shall mean the maximum lawful rate of interest permitted by law. The term “maximum lawful rate of interest” as used
herein shall mean a rate of interest equal to the higher or greater of the following: (a) the “applicable formula rate”
defined in Tennessee Code Annotated Section 47-14-102(3), or (b) such other rate of interest as may be charged under other applicable
laws or regulations.


 


“Environmental Claim”
has that meaning ascribed thereto in the Environmental Indemnity.


 


“Environmental Indemnity”
means that certain Environmental Indemnity Agreement executed by Borrower and Guarantors in favor of Lender of even date herewith, as
the same may be amended, modified or supplemented from time to time.


 


“Environmental Laws”
has that meaning ascribed thereto in the Environmental Indemnity.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires)
any rules or regulations promulgated thereunder.


 


“Event of Default”
means the occurrence of any event or condition specified in Article VII hereof.


 


“GAAP”
means generally accepted accounting principles in the United States applied on a consistent basis.


 






    2


     


    

 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Governmental Requirements”
means all laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions, notices and demand letters of any Governmental
Authority.


 


“Gross Cash Flow”
has the meaning set forth in Section 5.18(b).


 


“Guarantors”
means, collectively, Raymond M. Gee, and any other guarantor, surety, or accommodation party with respect to the Loan, and any heir or
permitted successor or assign of the foregoing; individually, each is a “Guarantor.”


 


“Guaranty”
or “Guaranties” means, individually and collectively, any guaranty agreement, from a Guarantor to Lender, guarantying
the payment and performance of the Note and Loan Documents, as the same may be amended, modified or supplemented from time to time.


 


“Hazardous Substances”
has that meaning ascribed thereto in the Environmental Indemnity.


 


“Home Owner”
means a Person other than Borrower who owns a Manufactured Home located or to be located in the Community.


 


“Indebtedness”
means any and all amounts and liabilities of any nature owing or to be owing by Borrower to Lender from time to time, including, without
limitation, the Loan, all fees, expenses, indemnification and reimbursement payments, indebtedness, liabilities, and obligations of Borrower
to Lender, whether now existing or hereafter incurred, liquidated or unliquidated, direct or contingent, joint or several, matured or
unmatured, and whether in connection with this Agreement or otherwise, or in connection with loans, participation interests, drafts, notes,
banker’s acceptances, letters of credit, guarantees, or overdrafts of any of Borrower’s checking, savings, or other accounts
maintained with Lender.


 


“Leases”
has that meaning ascribed thereto in the Security Instrument.


 


“Lien”
means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute, or contract, and including, but not limited to, the lien or security interest arising from
a mortgage, encumbrance, pledge, security agreement, conditional sale, work performed or material supplied upon the Premises, or trust
receipt or a lease, consignment, or bailment for security purposes. The term “Lien” shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting
the Property, except for the Permitted Encumbrances set forth in the Security Instrument. For the purposes of this Agreement, Borrower
shall be deemed to be the owner of any Property that Borrower has acquired or holds subject to a conditional sale agreement, financing
lease, or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.


 


“Loan”
shall have the meaning set forth in Section 2.1.


 


“Loan Documents”
means, collectively, each document, paper or certificate executed, furnished or delivered in connection with this Agreement (whether before,
on, or after the Closing Date), including, without limitation, this Agreement, the Note, the Security Documents, the Guaranties, the Environmental
Indemnity, the Assignments of Management Agreements, and all other documents, certificates, reports, and instruments that this Agreement
requires or that were executed or delivered (or both) at Lender’s request, all as the same may be amended, modified or supplemented
from time to time.


 


“Loan to Value”
has the meaning set forth in Section 5.18(a).


 


“Manufactured Home”
means a “manufactured home” as that term is defined in the Manufactured Housing Construction and Safety Standards Act of 1974
as amended (42 U.S.C. Chapter 70), and in 24 C.F.R Section 3280.2, and any related fixtures and personal property; collectively, “Manufactured
Homes.”


 






    3


     


    

 


“Material Adverse
Effect” or “Material Adverse Change” shall mean any event, act, condition or occurrence of whatever nature
(including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly
or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related,
resulting in the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower being affected
in such a manner as is likely to impair (a) the ability of the Borrower or the Guarantors to perform any of their respective obligations
under the Loan Documents, (b) the rights and remedies of the Lender under any of the Loan Documents, or (c) the legality, validity or
enforceability of any of the Loan Documents.


 


“Maturity Date”
has that meaning ascribed thereto in the Note.


 


“Net Income”
has the meaning set forth in Section 5.18(b).


 


“Note”
means that certain $3,600,000.00 Promissory Note issued of even date herewith by Borrower to the order of Lender, as the same may be amended,
modified or supplemented from time to time.


 


“Obligations”
means the obligations and undertakings of Borrower to: (a) pay the Indebtedness; (b) pay the principal of and interest on the Note in
accordance with the terms thereof, including any interest accruing after the filing of any petition in bankruptcy or the commencement
of any insolvency reorganization or like proceeding relating to the Borrower whether or not claim for post-filing or post-petition interest
is allowed in such proceeding, and to satisfy all other liabilities and obligations, reimbursement obligations, fees, expenses, indemnification,
and reimbursement payments costs and expenses, including all fees and expenses of counsel to Lender, incurred pursuant to this Agreement
or any other Loan Document, whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter
arising hereunder or thereunder, together with all renewals extensions modifications or refinancings thereof; (c) repay to Lender all
amounts advanced by Lender hereunder, under the Loan Documents or otherwise on behalf of Borrower, including, without limitation, advances
for overdrafts, principal or interest payments to secured parties, mortgagees, or lienors, and for taxes, levies, insurance, rent, repairs
to the Premises, or expenses related to actions to comply with Environmental Laws; (d) perform all obligations, duties and covenants owing,
arising or due from Borrower to Lender of any kind or nature, present or future, howsoever created, which arise under any Loan Document,
whether direct or indirect, now existing or hereafter incurred; and (e) to reimburse Lender, on demand, for all of Lender’s costs
and expenses as further described herein.


 


“Pad Site”
means a lot and all appurtenances thereto designated as a pad site on the Premises that is eligible to be leased to a Person under a Lease
and “Pad Sites” means more than one Pad Site.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.


 


“Permitted Encumbrances”
has that meaning ascribed thereto in the Security Instrument.


 


“Permitted Liens”
means the following:


 


(a) Liens on the
Premises securing the Obligations;


 


(b) Liens for taxes
not delinquent or that are being contested in good faith and by appropriate actions and for which adequate reserves in accordance with
GAAP have been established on the books of Borrower; and


 


(c) Liens securing
purchase money debt or Debt arising under capitalized leases, which are permitted hereunder; provided that in each case any such
Lien attaches only to the specific item(s) of property or asset(s) acquired or financed with the proceeds of the corresponding Debt.


 


“Person”
means any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or
any Governmental Authority.


 


“Plan”
means any employee benefit or other plan established or maintained, or to which contributions have been made, by Borrower and covered
by Title IV of ERISA or to which Section 412 of the Code applies.


 


“Premises”
means the real property and improvements known as the MACRAL Community and the RON-RAN Community, all as further described as the “Mortgaged
Property” in the Security Instrument.


 


“Principal Office”
means the principal office of Lender located at 500 Alcoa Trail, Maryville, Tennessee 37804.


 


“Property”
or “Properties” means any interest in any kind of property or asset, whether real, personal, or mixed, or tangible
or intangible, and includes, without limitation, the Premises.


 


“Rent Roll”
has the meaning set forth in Section 4.20.


 






    4


     


    

 


“Security Agreement”
means that certain Security Agreement and Assignment of Rents and Leases executed by Affiliated Home Owner in favor of Lender of even
date herewith, as the same may be amended, modified or supplemented from time to time.


 


“Security Documents”
means any and all security agreements, deeds of trust, mortgages, assignments of rents and leases, pledge agreements, or any other agreements,
promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, creating, evidencing
or providing security at any time for the Obligations, including, without limitation, the Security Instrument, the Assignment of Ownership
Interests, and the Security Agreement.


 


“Security Instrument”
means that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower in favor
of Lender of even date herewith, as the same may be amended, modified or supplemented from time to time, granting a lien to Lender upon
the Property described therein.


 


“Subsidiary”
means, at the time as of which any determination is being made, any corporation, company, partnership, or other entity of which more than
fifty percent (50%) of the issued and outstanding voting securities is owned or controlled, directly or indirectly, by Borrower.


 


“Title Policies”
means those certain loan policies of title insurance, issued on the date the Security Instrument is first recorded in the applicable real
property records, by Chicago Title Insurance Company (Commitment No.’s: 22-11730RA and22-11734RA) in the aggregate amount of the
Note with Lender named as the insured thereunder, and insuring the first priority lien of the Security Instrument against the Premises,
containing only exceptions which are approved by Lender and such endorsements as requested by Lender.


 


“UCC” means
the Uniform Commercial Code as in effect on the date hereof in the State of Tennessee, as it may be amended from time to time; provided
that, if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of a security interest
in any Property is governed by the Uniform Commercial Code in effect in another jurisdiction, then “UCC” means the Uniform
Commercial Code as in effect in such other jurisdiction for this limited purpose of perfection.


 


Section 1.2   References.
Where the context requires, the use of singular numbers or pronouns shall include the plural and vice versa, and the use of pronouns of
any gender shall include any other gender.


 


ARTICLE II

THE LOAN


 


Section 2.1   Loan.
Subject to the Conditions Precedent and pursuant to the terms of the Loan Documents, Lender agrees to extend credit to Borrower on the
Closing Date in the principal amount of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00) (the “Loan”).
The execution and delivery of this Agreement by the Borrower and the satisfaction of all Conditions Precedent shall be deemed to constitute
the Borrower’s request to borrow the Loan on the Closing Date. Interest shall accrue on the outstanding principal balance of the
Loan as set forth in the Note. All terms and provisions of repayment shall be as set forth in the Note.


 


Section 2.2   Purpose
of Loan. The proceeds of the Loan shall be used by the owners of Borrower for the purchase of all the membership interests of the
Borrower and to pay fees and closing costs associated thereto. To the extent that Borrower requests that Lender fund any Advance to any
party other than Borrower, such Advance shall be deemed made to Borrower, and Borrower shall be fully liable for repayment thereof in
accordance with the terms of the Loan Documents. At Borrower’s request, and in order to accommodate Borrower’s tax considerations,
Lender has agreed to specify within this Agreement that Borrower has allocated (or will allocate) on Borrower’s records some amount
of the Loan to the Premises purchased and some amount of the Loan to the Manufactured Homes purchased. Borrower has informed Lender that
Borrower intends to allocate $0.00 of the Loan to the Manufactured Homes and the balance of the Loan to the Premises purchased. For avoidance
of doubt, Lender is not agreeing to allocate, limit, split, or otherwise modify the Loan on Lender’s records in any way or fashion
and nothing in this subsection shall limit Borrower’s or any Guarantor’s joint and several liability and obligations hereunder
or under any Loan Document.


 






    5


     


    

 


Section 2.3 Prepayments.
Borrower may at any time and from time to time, prepay all or part of the outstanding principal balance of the Note, subject to the payment
of certain prepayment premiums as described below (each a “Prepayment Premium”). Payments under this Section may be
applied to the obligations of Borrower to Lender in the order and manner as the Lender in its discretion may determine.


 


(a) In the event
Borrower prepays the Note at any time on or prior to the first annual anniversary of the date of the Note, Borrower shall, at the time
of prepayment, pay to Lender a prepayment fee equal to 3.00% of the principal amount being prepaid on the Note.


 


(b) If the prepayment
occurs after the first annual anniversary of the date of the Note but on or prior to the third annual anniversary of the date of the Note,
Borrower shall, at the time of prepayment, pay to Lender a prepayment fee equal to 2.00% of the principal amount being prepaid on the
Note.


 


(c) If the prepayment
occurs after the third annual anniversary of the date of the Note but on or prior to the fifth annual anniversary of the date of the Note,
Borrower shall, at the time of prepayment, pay to Lender a prepayment fee equal to 1.00% of the principal amount being prepaid on the
Note.


 


(d) At any time
following the fifth annual anniversary of the Note, Borrower may prepay all or any part of the Note without penalty or premium.


 


Section 2.4 Payments to
Principal Office; Debit Authority. The payments under the Note (including any prepayment and payment of interest) shall be made to
Lender at its Principal Office for the account of Lender in United States dollars and in immediately available funds. Borrower hereby
agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim Lender may otherwise
have, Lender shall be entitled, at its option, to offset balances held by Lender at any of its offices against any principal of or interest
on the Obligations hereunder which is not paid when due by reason of a failure by Borrower to make any payment when due to Lender (regardless
whether such balances are then due to Borrower), in which case Lender shall promptly notify Borrower, provided that its failure to give
such notice shall not affect the validity thereof. All payments due under the Note or Loan Documents shall be made without relief from
valuation and appraisement laws.


 


Section 2.5 Usury.
Lender and Borrower intend to conform strictly to applicable usury laws as presently in effect. Accordingly, Borrower and Lender agree
that, notwithstanding anything to the contrary herein or in any agreement executed in connection with or as security for this Agreement,
the sum of all consideration that constitutes interest under applicable law which is contracted for, charged, or received in connection
herewith shall under no circumstance, including without limitation any circumstance in which the Obligations have been accelerated or
prepaid, exceed the maximum lawful rate of interest permitted by applicable law. Any excess interest shall be credited to the outstanding
Obligations or, if the Obligations shall have been paid in full, refunded to Borrower, by the holder hereof.


 


Section 2.6 Limitation
of Advance. The Loan shall not exceed the lesser of (1) $3,600,000.00, or (2) eighty percent (80%) of the “as-is” appraised
value of the Premises, or (c) eighty percent (80%) of the purchase price of the Premises and any Manufactured Homes located thereon.


 


Section 2.7 Security Interest
in Manufactured Homes.


 


(a) Until the Obligations
are paid in full and all other obligations of Borrower to be performed under the Loan Documents shall have been paid and/or performed,
Affiliated Home Owner shall grant to Lender a security interest in those Manufactured Homes set forth on Schedule 4.21 and such
other collateral security as set forth in the Security Agreement.


 


(b) Affiliated
Home Owner shall have the right to sell any of its Manufactured Homes and Lender shall release its security interest in such Manufactured
Homes, under the following conditions:


 


(i) there shall be no Event of Default
currently existing under this Agreement;


 






    6


     


    

 


(ii) immediately
upon the sale of such Manufactured Home, Affiliated Home Owner shall have paid to the Lender the greater of: (1) an amount equal to one
hundred ten percent (110%) of the current NADA total adjusted retail value with optional equipment for the applicable Manufactured Home,
or (2) $13,000.00, which such amounts shall be applied as a prepayment of the Loan, provided, however that no Prepayment Premium shall
be applied to any such prepayment of the Loan made under this Section 2.7(b)(ii).


 


(c) Promptly following
Lender’s receipt of those funds required immediately above, Lender will execute and deliver to Affiliated Home Owner all documents
and filings reasonably required by Affiliated Home Owner to release Lender’s security interest in the Manufactured Home and the
original certificate of title for the Home held by Lender. Borrower agrees to pay all reasonable fees and expenses of Lender incurred
in connection therewith including reasonable outside attorneys’ fees.


 


ARTICLE III

CONDITIONS PRECEDENT


 


Section 3.1   Conditions
Precedent to Advance. The obligation of Lender to make the Advance to Borrower is subject to the Conditions Precedent that Lender
shall have received all of the following, in form and substance reasonably satisfactory to Lender and its legal counsel in their sole
discretion:


 


(a) Closing Statement.
A fully executed copy of a detailed closing statement in a form and substance reasonably acceptable to Lender, which includes a complete
description of Borrower’s sources and uses of funds on the Closing Date;


 


(b) Executed
Loan Documents. The original counterparts of all Loan Documents fully executed by the applicable parties;


 


(c) Executed
Modification Documents. The original counterparts of all modification documents required by Lender to modify that $2,440,000.00 loan
to Warrenville MHP, LLC, a South Carolina limited liability company (the “Warrenville Loan”), including, without limitation,
(i) a Modification Agreement dated as of the date hereof by and between Warrenville MHP, LLC, Lender, and the other parties thereto, and
(ii) a First Amendment to Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof
by and between Warrenville MHP, LLC and Lender.


 


(d) Resolutions/Consents.
A copy of the resolutions or written consents of Borrower and each entity that is an owner of Borrower, approving the Loan and Borrower’s
purchase of the Premises, and authorizing the execution and delivery of the Loan Documents;


 


(e) Organizational
Documents. A certified copy of the certificate of organization and operating agreement, with all amendments thereto, of Borrower and
each entity that is an owner of Borrower, certified to Lender;


 


(f) Certificate
of Existence. Certified certificates of existence and good standing and authority for Borrower and each entity that is an owner of
Borrower, from each applicable state of jurisdiction;


 


(g) Existence
and Authority of Other Entities. Those items, documents, and certificates set forth in subsections (c) through (e) above for Affiliated
Home Owner and entity property manager of Borrower’s Property;


 


(h) UCC, Bankruptcy,
Litigation, Judgment, Tax and Liens Search. A UCC, bankruptcy, litigation, judgment, tax, and Lien search on Borrower and Borrower’s
Property;


 


(i) Financial
Statements; Tax Returns. Financial statements and most recent tax returns of Borrower and Guarantors in form and substance reasonably
acceptable to Lender and verification of liquidity for each Guarantor;


 






    7


     


    

 


(j) Certified
Rent Roll. The Rent Roll (as defined herein);


 


(k) Copies of
Purchase Documents. If requested by Lender, copies of all fully executed documents, with all statements, schedules, and exhibits,
and all amendments thereto, providing Borrower (or the owners of Borrower) the rights to acquire the Premises and Property and vesting
in Borrower legal ownership in the same, including all deeds, bills of sale, and assignments;


 


(l) Management
Agreement. Copies of all fully executed management agreements related to the Premises, the Communities, or the operation and management
of Borrowers’ business on the Premises, with all statements, schedules, and exhibits, and all amendments thereto, along with an
Assignment of Management Agreement to Lender duly executed by the applicable parties;


 


(m) Opinion
of Counsel. An opinion of counsel for Borrower and each entity that is an owner of Borrower, if any, (which counsel must be reasonably
satisfactory to the Lender) with respect to such legal matters relating hereto as the Lender may reasonably request;


 


(n) Title Insurance.
The Title Policies (or a binding commitment from the title insurer to issue the same) with respect to the Premises dated as of the Closing
Date and in the form and manner required hereunder, and evidence that all premiums, fees and expenses in respect thereof have been paid.
Such standard title policy endorsement(s), or other evidence, satisfactory to Lender, from the title company that issued a title policy
in connection with the Warrenville Loan to (i) confirm that such title policy has not been reduced or terminated by virtue of the terms
and provisions hereof, and (ii) that the mortgage as amended by the First Amendment to Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing constitutes a valid first and prior lien upon the Mortgaged Property (as defined therein);


 


(o) Flood Certification.
A flood certification report covering the Premises;


 


(p) Survey.
A copy of a current ALTA Land Title Survey with the current “minimum standard detail” and such additional “Table A”
requirements as Lender may reasonably request all certified to Lender and the title insurance insurer;


 


(q) Appraisal.
A current appraisal of the Premises, along with a review of such appraisal;


 


(r) Environmental
Report. A copy of a Phase 1 Environmental Report in respect of the Premises that is reasonably satisfactory to Lender, together with
a reliance letter confirming that Lender may rely fully on the contents thereof;


 


(s) Additional
Reports. A copy of any environmental, soil, traffic, feasibility, or like reports or studies obtained by Borrower or on Borrower’s
behalf in connection with the Premises;


 


(t) Pad Lease.
The form of Lease to be used for all future leases of Pad Sites upon the Premises as approved by Lender;


 


(u) Master Lease.
A master lease between Borrower and Affiliated Home Owner, and Borrower and any Affiliate of Borrower that owns Manufactured Homes located
or to be located upon the Premises;


 


(v) Guidelines.
The application, screening, underwriting, credit, and/or review criteria determined by Borrower in the exercise of Borrower’s prudent
business judgment to qualify tenants and/or Home Owners to enter into a Lease, all as approved by Lender;


 


(w) Community
Rules. The form Community Rules to be used for all tenants of Pad Sites upon the Premises as reasonably approved by Lender;


 






    8


     


    

 


(x) Evidence
of Insurance and/or Bond. Satisfactory evidence of all insurance required under Section 5.8 hereof;


 


(y) Loan Fee.
A loan fee equal to $36,000.00 payable upon initial funding of the Loan;


 


(z) Costs and
Expenses. Satisfactory evidence that all costs and expenses required under Section 5.15 hereof have been paid in full;


 


(aa) Additional
Funds. Satisfactory evidence that all additional funds required to purchase the Premises shall have been provided (or will be provided)
by Borrower at Closing;


 


(bb) Releases.
Such payoffs, releases, termination statements, and subordination, nondisturbance and attornment agreements required by Lender to assure
its priority interest in Borrower’s Property and the Premises; and


 


(cc) Other.
Such other approvals, opinions, documents or instruments as the Lender may reasonably request, including, without limitation, any document
requested or required by Lender or Lender’s counsel on any pre-Closing checklists, certificates, or questionnaires.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES


 


As an inducement to Lender
to enter into this Agreement and to extend credit hereunder, Borrower represents and warrants to Lender that as of the date of the execution
of this Agreement:


 


Section 4.1 Existence
and Qualification Borrower is a duly organized, validly existing limited liability company in existence under the laws of the
State of North Carolina.


 


Section 4.2 Power
and Authorization. Borrower has the requisite power and authority to own its Property and to transact the business in which Borrower
is now engaged, or proposes to be engaged in, and is duly authorized and empowered to execute and deliver, and to perform and observe
the terms and provisions of, this Agreement and the other Loan Documents executed, or to be executed by Borrower, and to carry out the
transactions contemplated hereby and thereby. All action on Borrower’s part required to be taken for the due execution, delivery
and performance of this Agreement and the other Loan Documents has been duly and effectively taken.


 


Section 4.3 Validity
of Loan. This Agreement constitutes, and each of the other Loan Documents when executed, acknowledged and delivered, as appropriate,
will constitute the legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective
terms.


 


Section 4.4 Title
to Property; Priority. Borrower has good and marketable title to the Premises and Borrower’s Properties. With the exception
of Permitted Liens and the Permitted Encumbrances, Borrower is the owner of its Properties, including without limitation the Premises,
free and clear from any lien, security interest, or encumbrance.


 


Section 4.5 No
Default, Legal Bar or Resultant Lien. The execution, delivery and performance by Borrower of this Agreement, the other Loan
Documents, and the consummation of the transactions contemplated herein and therein, does not and will not: (a) contravene any
provisions of its articles of organization or operating agreement; (b) cause Borrower to be in default under or violate any
provision of any law, ordinance, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in
effect having application to Borrower or to any of its Properties; (c) to Borrower’s current and actual knowledge, result in
any breach of, or constitute any default under any agreement, contract, lease or instrument to which Borrower is a party or by which
Borrower or any of its Properties may be bound or affected; or (d) result in, or require, the creation or imposition of any lien
upon or with respect to any of the Property now owned or hereafter acquired by Borrower other than those liens contemplated by the
Loan Documents.


 






    9


     


    

 


Section 4.6 No
Consent. With respect to the execution, delivery and performance of this Agreement and the other Loan Documents, Borrower does
not and will not require any registration with, consent or approval of, notice to, or action by, any other Person.


 


Section 4.7 Financial
Statements. To Borrower’s current actual knowledge, the financial statements for Borrower delivered to Lender in connection
herewith are true, complete and correct in all material respects, and fairly and accurately reflect the assets, liabilities, financial
condition and the results of the operations of Borrower as of and for the periods set forth therein, and are consistent with past practices.
To Borrower’s current actual, there have been no Material Adverse Changes in the assets, liabilities, business, or operations of
Borrower since the date of the most recent financial statements of Borrower delivered to Lender.


 


Section 4.8 No Judgments/Litigation.
There are no outstanding or unpaid judgments against Borrower. There are no legal, judicial, regulatory, administrative, or arbitration
proceedings, investigations, or other claims, actions, suits or proceedings of any nature pending, or, to Borrower’s current actual
knowledge and not disclosed in writing to Lender, threatened against or affecting Borrower, and no event has occurred or condition exists,
which with the giving of notice, or the passage of time, or both, could give rise to any such claims, actions, suits or proceedings, except
claims, actions, suits or proceedings that are fully covered by insurance, or which, if adversely determined, would not have any Material
Adverse Effect on the transactions contemplated by this Agreement or the documents executed or delivered pursuant hereto, or upon the
business, properties, or condition (financial or otherwise) of Borrower, and would not impair the ability of any Borrower to perform all
of its obligations under this Agreement and the other Loan Documents.


 


Section 4.9 Compliance
with Laws. Borrower is in compliance in all material respects with all applicable laws, rules, regulations and orders of any Governmental
Authority affecting Borrower or Borrower’s Properties, including without limitation all Environmental Laws.


 


Section 4.10
Environmental Matters. The Borrower (a) has not knowingly failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any Environmental Law, (b) has not become subject to any
Environmental Claim, (c) has not received notice of any claim with respect to any Environmental Claim, or (d) to Borrower’s
current actual knowledge knows of no basis for any Environmental Claim.


 


Section 4.11
ERISA. Borrower is in compliance in all material respects with the applicable provisions of ERISA. Borrower has not incurred any
material “accumulated funding deficiency” within the meaning of ERISA, and has not incurred any material liability to
PBGC in connection with any Plan.


 


Section 4.12
Condition of Premises. On the Closing Date, Borrower’s Property has not been damaged or injured as a result of any fire,
explosion, accident, flood or other casualty.


 


Section 4.13 Tax
Returns/Taxes. To Borrower’s current actual knowledge, all federal, state and local tax returns of Borrower required to be
filed have been filed, and all federal, state and local taxes, assessments, fees or other governmental charges imposed upon
Borrower, which are due and payable, have been paid, except where Borrower promptly and diligently contests in good faith by
appropriate proceedings and Borrower has established adequate reserves therefor in accordance with GAAP consistently applied.


 


Section 4.14
Broker’s or Finder’s Fee. No broker’s or finder’s fee or commission is or will be payable in connection
with this Agreement, the transactions contemplated hereby, or the transactions consummated with the Advances of the Loan. Borrower
hereby agrees to save harmless and indemnify Lender from and against any claims, demands, actions, suits, proceedings, or
liabilities, including Lender’s reasonable and actual attorneys’ fees and costs of suit, arising out of or in connection
with any such fee or commission.


 






    10


     


    

 


Section 4.15 Insurance. All insurance required hereunder or within any Loan Document is currently in force and paid up.


 


Section 4.16
Continuing Representations and Warranties. All representations and warranties made by Borrower in this Agreement shall survive
the making of the Advance contemplated hereby and the closing, execution, and delivery of this Agreement and the Loan Documents.


 


Section 4.17
Disclosure. The Borrower has disclosed to the Lender all material agreements, instruments, and partnership or other restrictions
to which the Borrower is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Change. None of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower or the Guarantors to the Lender in connection with this Agreement or any other Loan
Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
taken as a whole, in light of the circumstances under which they were made, not misleading.


 


Section 4.18
Community.


 


(a) Each Community
is located on the Premises and is lawfully owned and operated by Borrower.


 


(b) Construction
of the Community is complete.


 


(c) To Borrower’s
current actual knowledge, each Community and the use of the Premises comply with all Governmental Requirements applicable to Manufactured
Homes and ownership and management of manufactured home communities, including, but not limited to any statutes, rules and regulations
pertaining to the construction, installation and maintenance of Manufactured Homes and manufactured home communities, including, but not
limited to Landlord and Tenant Law, N.C. Gen Stat. § 42, including Section 42-36.1
regarding lease or rental of manufactured homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities,
Public Health Law, N.C Gen Stat. § 130A, and standards promulgated by the North Carolina
Manufactured Housing Board as authorized pursuant to N.C. Gen Stat. 143-143.10; equal opportunity,
anti-discrimination, fair housing, environmental protection, zoning, density and land use (“legal, non-conforming” status
with respect to uses or structures will be considered to comply with zoning and land use requirements for the purposes of this representation).


 


(d) To Borrower’s
current actual knowledge, all public and private utilities on the Premises comply with all Governmental Requirements, including, but not
limited to local conditions and code requirements.


 


(e) To Borrower’s
current actual knowledge, there is no evidence of any illegal activities at the Community.


 


(f) To Borrower’s
current actual knowledge, Borrower has complied with and is in compliance with all Governmental Requirements applicable to the development,
ownership and operation of the Community.


 


(g) The Community
has paved roads.


 


(h) The Community
consists of approximately the number of Pad Sites as set forth in the definition of the Community.


 


(i) To Borrower’s
current actual knowledge, all Manufactured Homes in the Community conform to the requirements of the federal Manufactured Home Construction
And Safety Standards of 1974 (42 U.S.C. chap. 70; 24 C.F.R. Part 3280).


 






    11


     


    

 


(j) The Community
has established and has full access to all public utility services necessary for the operation of the Community and such utility services
are available through public or private easements or rights of way at the boundaries of the Premises, including water, electricity, telephone
facilities, and sewage.


 


(k) No portion of
the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto) as a “Special
Flood Hazard Area”.


 


Section 4.19
Community Operation.


 


(a) Borrower does
not engage in the retail sale or financing of Manufactured Homes.


 


(b) Neither Borrower
nor Affiliated Home Owner rents Manufactured Homes under Leases providing that upon payment of the stipulated rent or a nominal charge,
Borrower shall convey title to the Pad Site to the lessee.


 


(c) Borrower has
adopted and implemented Community Rules that are appropriate and enforceable and maintain the viability and physical condition of the
Community, a copy of which has been delivered to Lender.


 


(d) There are no
other agreements between Borrower and any Home Owner other than the Leases and the Community Rules.


 


(e) To Borrower’s
current actual knowledge, Borrower has complied with all Governmental Requirements applicable to (1) each Home Owner’s application
to rent a Pad Site, (2) the advertising, soliciting, leasing and making of each Lease, (3) the development, ownership and operation of
the Community, including but not limited to the Federal Trade Commission Act and all rules and regulations promulgated thereunder; 24
C.F.R. Part 201 concerning manufactured home location standards; the Equal Credit Opportunity Act and all rules and regulations promulgated
thereunder; the Fair Credit Reporting Act and all rules and regulations promulgated thereunder; the Fair Housing Act and all rules and
regulations promulgated thereunder; the Real Estate Settlement Procedures Act, and all other applicable Federal, state, and local laws,
regulations, rules, and ordinances, as any of the foregoing from time to time may be amended.


 


Section 4.20
Leases.


 


(a) The rent roll
attached hereto as Schedule 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and
the Premises is not subject to any Leases other than the Leases described in the Rent Roll. Borrower is the owner and lessor of landlord’s
interest in the Leases. To the best of Borrower’s knowledge, no Person has any possessory interest in the Premises or right to occupy
the same except under and pursuant to the provisions of a Lease. The Leases identified on the Rent Roll are in full force and effect and
there are no defaults thereunder by landlord, and to the best of the knowledge of Borrower, any tenant, and, to the knowledge of Borrower,
there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. To the
best of Borrower’s knowledge, the forms of the Leases delivered to Lender are true and correct copies of the Lease forms used by
Borrower, and there are no oral agreements with respect thereto. Any payments, free rent, partial rent, rebate of rent or other payments,
credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. The tenants
under the Leases evidenced by the Rent Roll have accepted possession of and are in occupancy of all of their respective Pad Site and have
commenced the payment of full, unabated rent under the Leases. There has been no prior sale, transfer or assignment, hypothecation or
pledge of any Lease or of the rents received therein which is still in effect. To Borrower’s knowledge, no tenant listed on the
Rent Roll has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises
under assignment or sublease.


 






    12


     


    

 


(b) All Leases for
Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the same geographical location,
and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing
by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require
payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance
to those previously delivered and approved by Lender and/or Lender’s counsel. All Leases for Pad Sites by Home Owners include a
provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities,
including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban Development and the Community Rules.


 


(c) All Leases for
Pad Sites by Home Owners are bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.


 


(d) All Leases for
Pad Sites require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or damage
from fire and other hazards.


 


Section 4.21
Affiliate-Owned Manufactured Homes. The Manufactured Homes listed and described on Schedule 4.21 attached hereto are owned
by Affiliated Home Owner.


 


ARTICLE V

AFFIRMATIVE COVENANTS 


 


Borrower hereby covenants and agrees
with Lender that:


 


Section 5.1   Financial
Statements.


 


(a) As soon as available,
and in any event within ninety (90) days after the close of Borrower’s fiscal year, Borrower shall furnish Lender with (i) company
prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower
for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance
with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of
Borrower, all as reasonably acceptable to Lender in form and substance, and (ii) a current rent roll and operating statement for the Premises
and Community, all in reasonable detail and certified as true and correct in all material respects by the manager of Borrower, all as
reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were
due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall furnish Lender
with a copy of all tax returns (including all schedules and statements) of Borrower. Borrower shall also furnish to Lender such additional
financial information as may be reasonably requested by Lender from time to time but no more frequently than quarterly.


 


(b) As soon as available,
and in any event within ninety (90) days after the close of each calendar year, Borrower shall cause to be furnished to Lender personal
financial statements and contingent debt schedules of each Guarantor in each case in comparative form to the figures for the previous
year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles, all as reasonably
acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be
filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall cause to be furnished to
Lender copies of all tax returns (including all schedules and statements) of each Guarantor. Borrower shall also cause to be furnished
to Lender such additional financial information of each Guarantor as may be reasonably requested by Lender from time to time.


 


(c) As soon as available,
and in any event within thirty (30) days after the end of each calendar quarter, Borrower shall furnish Lender the following: (i) company
prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower
for such calendar quarter, in each case in comparative form to the figures for the previous calendar quarter all in reasonable detail
and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material
respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance; and (ii) a rent roll and delinquency
report of all Leases of the Premises, and such other information as Lender may reasonably require all certified as true and correct in
all material respects by the manager of Borrower, all as reasonably acceptable to Lender in form and substance.


 






    13


     


    

 


Section 5.2   Notice.
Borrower will give Lender written notice of the occurrence of any of the following within ten (10) Business Days of such occurrence, which
notice shall be accompanied by a written statement of an officer of Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto:


 


(a) the occurrence
of a Default or Event of Default hereunder;


 


(b) the filing or
commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the
Borrower, affecting the Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Change;


 


(c) the occurrence
of any “reportable event” or “prohibited transaction” or the imposition of a “withdrawal liability”
within the meaning of ERISA;


 


(d) the occurrence
of any event or any other development by which the Borrower (i) fails to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Claim, (iii)
receives notice of any claim with respect to any Environmental Claim, or (iv) becomes aware of any basis for any Environmental Claim and
in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Change;


 


(e) the receipt
by Borrower of any notice, written or oral, from any laborer, contractor or materialman to the effect that any laborer, contractor or
materialman has not been paid when due for any labor or materials furnished upon the Premises; and


 


(f) any other development
that results in, or could reasonably be expected to result in, a Material Adverse Change.


 


Section 5.3   Existence.
Borrower shall do or cause to be done all things necessary to preserve, renew, and keep in full force and effect its existence, material
rights, licenses, permits and franchises and conduct and operate its business in substantially the manner in which it is presently conducted
and operated (subject to changes in the ordinary course).


 


Section 5.4   Books
and Records. Borrower will at all times keep and maintain complete and accurate books and records of its operations in connection
with the Premises. Borrower’s books and records shall at all times be maintained at the address for Borrower set forth in this Agreement.
Upon not less than three (3) days advanced written notice to Borrower (or twenty-four (24) hours advanced written notice to Borrower upon
the occurrence and continuance of an Event of Default), Lender, or any of its agents, employees, or representatives, shall have the right,
to visit Borrower’s place or places of business, no more frequently than annually, except upon the occurrence and continuance of
an Event of Default, and, without hindrance or delay, to inspect, audit, check, and make extracts from the books, records, journals, orders,
receipts, correspondence, and other data relating to Borrower’s operations; Lender shall have the right to discuss such matters
with Borrower’s officers and accountants at all times.


 


Section 5.5   Compliance.
Borrower will comply in all material respects with all laws, ordinances, rules, regulations, judgments, orders, injunctions, writs and
decrees of any Governmental Authority, or any court or similar entity established by any of them, to which Borrower, or any of Borrower’s
Property, the Premises, or any other Property described in the Loan Documents is subject (including without limitation all Environmental
Laws). In addition, Borrower shall promptly obtain and maintain, from time to time at its own expense, all such governmental licenses,
authorizations, consents, permits and approvals as may be required to enable it to comply with its obligations hereunder, the Loan Documents,
or to carry on its business in the ordinary course. Notwithstanding the foregoing, as soon as possible, but in no event later than ten
(10) business days after the Closing Date, Borrower shall (i) file with the appropriate state agency completed and executed applications
for the assignment, conveyance, and/or new issuance of any and all licenses and permits (“Applications”), (ii) pay the required
filing fee, and (iii) provide Lender evidence of the foregoing items (i) – (ii). The Applications shall list the Borrower as the
licensee thereunder. Lender must receive a copy of all current and valid permits and licenses, within sixty (60) days from the Closing
Date, to the extent such permits and licenses have been made available to Borrower from the appropriate Government Authority.


 






    14


     


    

 


Section 5.6   ERISA
Information and Compliance. Except to the extent that a failure to do so will not result in a Material Adverse Change, Borrower will
comply with ERISA and all other applicable laws governing any pension or profit sharing plan or arrangement to which Borrower is a party
or is otherwise subject.


 


Section 5.7   Intervening
Liens and Encumbrances. Borrower shall satisfy and pay all claims for labor or materials, rents, and other obligations that, if unpaid,
will or might become a lien against Borrower’s Property, except where Borrower promptly and diligently contests in good faith by
appropriate proceedings and Borrower has established adequate reserves therefor. In the event any such liability or obligation is contested
by Borrower in good faith, then upon Lender’s request, Borrower shall establish reserves with Lender.


 


Section 5.8   Insurance.
Borrower will obtain and maintain, in amount, form and substance, and with insurers reasonably satisfactory to Lender, and shall provide
to Lender annual evidence of, the following insurance:


 


(a) Fire and
Extended Coverage. hazard and extended coverage, all-risks insurance protecting against, but not limited to, fire, theft, malicious
mischief, vandalism, and such other hazards as Lender may require Borrower to carry for the Premises for the full insurable value thereof
on a replacement cost claim recovery basis, containing standard non-contributing mortgagee loss payable clauses and subrogation clauses,
and an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of any such policy. Copies
of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly
delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.


 


(b) Public Liability.
Comprehensive public liability insurance on an “occurrence basis” insuring Borrower and Lender against claims for personal
injury, including, without limitation, bodily injury, death or property damage, occurring on, in or about the Premises, and the adjoining
streets, sidewalls and passageways in an amount of not less than $2,000,000.00 per occurrence, naming Lender as an additional insured,
and containing an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy.
Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly
delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.


 


(c) Worker’s
Compensation. Worker’s compensation insurance covering Borrower and/or the property manager of Borrower’s Property, as
required by applicable law, which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation
or amendment of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the
premiums thereon, shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the
duration of the Loan.


 


(d) Flood.
If any of the Premises is located in an area designated as having special flood hazards, flood insurance insuring the Premises shall contain
an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment of such policy. Copies of such
policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon, shall be promptly delivered
to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.


 


(e) Business
Interruption/Loss of Rents Insurance. Business interruption or loss of rents insurance covering Borrower for a term of at least twelve
(12) months which shall contain an agreement to notify Lender in writing at least thirty (30) days prior to any cancellation or amendment
of such policy. Copies of such policy, together with appropriate endorsements thereto, and evidence of the payment of the premiums thereon,
shall be promptly delivered to Lender upon request. Said insurance shall be carried in full force and effect for the duration of the Loan.


 






    15


     


    

 


(f) Additional
Insurance. Such other insurance, in such amounts and for such terms, as may from time to time be reasonably required by Lender, and
is customary for similar properties, insuring against such other casualties or losses which at the time are commonly insured against by
those in Borrower’s business or in the case of premises similarly situated, due regard being given to Borrower’s Property,
the height and type of the improvements thereon, and the construction, location, use and occupancy thereof.


 


Section 5.9   Collection
of Insurance Proceeds.


 


(a) In the event
of loss pertaining to the Premises (“Loss”), Borrower shall promptly give written notice to the insurance carrier and
Lender.  All insurance proceeds shall be paid to Lender and shall be placed in a separate trust account with Lender to be disbursed
in accordance with this Agreement.  In the event that any insurance company fails to disburse directly and solely to Lender, but
disburses instead either solely to Borrower or to Borrower and Lender jointly, Borrower agrees to immediately endorse and transfer such
proceeds to Lender.  Upon failure of Borrower to endorse and transfer such proceeds to Lender, Lender may execute such endorsements
or transfers for and in the name of Borrower and Borrower hereby irrevocably appoints Lender as Borrower’s agent and attorney-in-fact
so to do.  Provided that no Default or Event of Default has occurred and is continuing hereunder or but for the passage of time or
the giving of notice, or both, would have occurred and is continuing, (i) Borrower may adjust, compromise and settle any claim hereunder
subject to obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, and (ii)
after deducting from said insurance proceeds any expenses incurred in collecting or handling the proceeds and paying same to Lender, Borrower
may, at Borrower’s option, direct the net proceeds to be applied either (1) as a credit on the principal of the Note, whether then
matured or to mature in the future, or (2) to the repair or restoration of the Premises if Borrower complies with the conditions provided
in this paragraph.  Until disbursed to pay for the cost of repairing or restoring the Premises, Lender shall have a security interest
in the insurance proceeds and other funds at any time held by it pursuant to this paragraph.


 


(b) If Borrower
elects to direct the net proceeds to be applied to the repair or restoration of the Premises, Lender shall make the insurance proceeds
available to Borrower to pay all or a portion of the costs of repairing or restoring the Premises to as nearly as practicable the condition
of the Premises immediately preceding the Loss, provided that such funds shall be made available to Borrower only on compliance with the
following conditions: (i) within forty-five (45) days of a Loss, Borrower shall notify Lender of Borrower’s intention to use the
insurance proceeds to repair or restore the Premises to as nearly as practicable their condition immediately prior to the Loss; (ii) Lender
shall have determined, in its reasonable judgment, that sufficient funds (including the insurance proceeds) are available or committed
on terms reasonably satisfactory to Lender to complete and pay for the restoration and repair of the Premises in accordance with all then
applicable building code requirements; (iii) funds available to Borrower shall be dedicated and sufficient to pay during the period required
to restore or repair the Premises the required payments of principal of and interest on the Note and all unabated operating expenses of
the Premises; and (iv) the Contractor shall be reasonably approved by Lender and the contract between Borrower and the Contractor shall
be submitted to, and reasonably approved by Lender. Any funds required in addition to the insurance proceeds to complete and pay for the
cost of restoring the Premises shall be the first funds applied to pay such costs; thereafter, as such restoration or repair progresses,
Lender will make periodic payments from the insurance proceeds to Borrower in accordance with the general procedures of Lender applicable
to the disbursement of construction loans, to include, in Lender’s sole discretion, the use of a third-party construction inspector
at Borrower’s expense to certify the progress of construction.  If no election is made by Borrower within sixty (60) days of
the Loss, Lender may apply the insurance proceeds as a credit on the Note or any portion thereof, whether then matured or to mature in
the future.


 


(c) Should the Premises
or any of Borrower’s Property be materially damaged or destroyed by fire or other casualty, which is not adequately covered by insurance
(as reasonably determined by Lender) to effect the full and complete repair or restoration of same, Borrower shall have fourteen (14)
days following written notice from Lender of such determination by Lender to establish and fund an account with Lender with adequate reserves
(in excess of any insurance proceeds) in Lender’s reasonable discretion to effect the full and complete repair or restoration of
the Premises or any of Borrower’s Property.


 






    16


     


    

 


Section 5.10 Right to Effect Insurance. In case of Borrower’s failure to keep the Premises so insured, Lender or its assigns, may, at its
option (but shall not be required to) effect such insurance at Borrower’s expense.


 


Section 5.11
Indemnification.


 


(a) Borrower shall
indemnify Lender, its successors and assigns, any Person who may acquire any participation or other interest in any Obligation, and every
director, officer, employee and affiliate of any thereof (individually, an “Indemnitee”) with respect to, and hold
each Indemnitee harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee
shall be designated a party thereto but excluding under this Section income tax liabilities) which may be imposed on, incurred by, or
asserted against such Indemnitee, in any way relating to or arising out of the Loan or the Loan Documents (“Indemnification Liabilities”);
provided that no Indemnitee shall have the right to be indemnified hereunder for its own willful misconduct or gross negligence. Borrower
shall reimburse each Indemnitee on demand from time to time for all Indemnification Liabilities incurred by such Indemnitee. Each Indemnitee
will promptly notify Borrower of the commencement of any proceeding involving it in respect of which indemnification may be sought pursuant
to this Section. Borrower shall not be liable for the cost of any settlement entered into without its consent (which consent shall not
be unreasonably withheld). Provided that no Event of Default occurs hereunder, Borrower shall have the right at its expense to select
counsel to defend the Indemnification Liabilities. If an Event of Default occurs or has occurred, then Lender in its discretion may employ
such counsel at Borrower’s expense. The obligations of Borrower under this Section shall terminate upon the repayment of the loans
and termination of this Agreement. Except as a result of Lender’s gross negligence, willful misconduct or bad faith occurring while
Lender, any receiver or any third party is in actual possession of the Premises, Borrower hereby indemnifies Lender and holds Lender harmless
from and against any and all liabilities, costs, expenses (including reasonable attorneys’ fees), and claims of any and every kind
whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or indirect result of, the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from the Premises of any Hazardous Substances,
regardless of whether or not caused by or within the control of Borrower. The foregoing provision shall survive the term of this Agreement
and the repayment of the Loan, and shall continue in full force and effect so long as the possibility of such liabilities, claims, or
losses exists.


 


(b) Except as a
result of Lender’s gross negligence, occurring while Lender is in actual possession of the Premises, Borrower hereby indemnifies
Lender and holds Lender harmless from and against any and all liabilities, costs, expenses (including reasonable and actual attorneys’
fees), and claims of any and every kind whatsoever paid or incurred by, or asserted against, Lender with respect to, or as a direct or
indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or release from
the Premises of any Hazardous Substances, regardless of whether or not caused by or within the control of Borrower. The foregoing provision
shall survive the term of this Agreement and the repayment of the Loan, and shall continue in full force and effect so long as the possibility
of such liabilities, claims, or losses exist.


 


Section 5.12
Further Assurances. Upon request of Lender, Borrower shall promptly execute and deliver to Lender all such other and further documents,
agreements and instruments, and shall do all such other acts or things in compliance with or accomplishment of the terms, provisions,
covenants or agreements of Borrower in this Agreement or the other Loan Documents, or to further evidence, secure or more fully describe
any collateral intended as security for the Note, or to correct any omissions in this Agreement or in the other Loan Documents, or to
more fully state the obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any liens created
pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or to obtain any consents, all as may be necessary
or appropriate in connection therewith.


 


Section 5.13
Right of Inspection. Annually, at Borrower’s sole cost and expense, unless an Event of Default is then occurring, Borrower shall
permit Lender (by its officers, employees and agents) during normal business hours (i.e. 9:00am to 6:00pm local time) and with forty-eight
(48) hours prior notice, whether written or oral, to Borrower, to inspect Borrower’s books, financial records, Property, the Premises,
and all records related to the foregoing (and to make extracts or copies from such records), and to verify the amount, quality, quantity,
value and condition of, or any other matter relating to, the same. Upon or after the occurrence of an Event of Default, and at the expense
of Borrower to be added to the Obligations, Lender may at any time and from time to time inspect Borrower’s books, financial records,
Property, the Premises, and all records related to the foregoing (and to make extracts or copies from such records), and to verify the
amount, quality, quantity, value and condition of, or any other matter relating to, the same, and employ and maintain on Borrower’s
premises a custodian who shall have full authority to do all acts necessary to protect Lender’s interests.


 






    17


     


    

 


Section 5.14
Taxes. Borrower shall pay and discharge promptly all taxes and governmental charges, levies, and assessments affecting Borrower or
its Properties, and upon Lender’s request, provide proof thereof, except where such taxes and charges are promptly and diligently
contested in good faith by Borrower by appropriate proceedings, and where Borrower has established adequate reserves therefore in accordance
with GAAP.


 


Section 5.15
Costs and Expenses. Borrower will pay all costs and expenses in connection with, and pertaining to, the closing of this Agreement,
and all costs and expenses in connection with the preparation, execution, recording, filing, disbursement, transfer, administration, modification,
collection and enforcement of this Agreement and the other Loan Documents, including, but not limited to, reasonable legal fees, accounting
fees, engineer’s fees, advances, recording expenses, transfer taxes, other filing and recording fees and taxes, surveys, policies
of title insurance and other insurance, examination of title and lien searches, appraisals, expenses of foreclosure, and other similar
items. In the event of any action at law or suit in equity in connection with this Agreement or the other Loan Documents, or any Default
or Event of Default by Borrower under this Agreement or the other Loan Documents, or Lender retains legal counsel in connection with this
Agreement or the other Loan Documents, Borrower, in addition to all other sums which such Borrower may be required to pay, shall pay to
Lender the reasonable and actual attorney’s fees of Lender. Borrower shall also be responsible for all reasonable and actual attorneys’
fees, costs and expenses that Lender incurs in protecting, preserving, or enforcing its interest in any collateral under the Loan Document.


 


Section 5.16
Community; Manufactured Homes. Until the Obligations are paid in full and all other obligations of Borrower to be performed under
the Loan Documents shall have been paid and/or performed:


 


(a) Borrower shall
not allow any Manufactured Homes of Affiliated Home Owner to become affixed to the real estate constituting the Premises. Without Lender’s
prior written consent, Borrower shall not move or remove Manufactured Homes of Affiliated Home Owner from the Pad Site upon which such
Manufactured Homes of Affiliated Home Owner are presently located.


 


(b) Borrower shall
take appropriate measures to prevent, and shall not engage in or knowingly permit, any illegal activities at the Premises, including those
that could endanger tenants or visitors, result in damage to Borrower’s Property, result in forfeiture of the same, or otherwise
materially impair the Lien created by any Security Document and any other Loan Documents or Lender’s interest in Borrower’s
Property.


 


(c) Borrower shall
not decrease the number of Pad Sites located on the Premises without the consent of the Lender.


 


(d) The Community
shall at all times be located on the Premises and shall be owned and operated by Borrower.


 


(e) The Borrower,
the Community and the use of the Premises shall comply with all Governmental Requirements applicable to Manufactured Homes and the ownership
and management of manufactured home communities, including but not limited to any statutes, rules and regulations pertaining to the construction,
installation and maintenance of Manufactured Homes and manufactured home communities, including, but not limited to Landlord and Tenant
Law, N.C. Gen Stat. § 42, including Section 42-36.1 regarding lease or rental of manufactured
homes, and Section 42-14.3 regarding notice of conversion of manufactured home communities, Public Health Law, N.C
Gen Stat. § 130A, and standards promulgated by the North Carolina Manufactured Housing Board as authorized pursuant to N.C.
Gen Stat. 143-143.10; equal opportunity, anti-discrimination, fair housing, environmental
protection, zoning, density and land use (“legal, non-conforming” status with respect to uses or structures will be considered
to comply with zoning and land use requirements for the purposes of this representation).


 


(f) All public and
private utilities on the Premises shall comply with Governmental Requirements, including code requirements, related to the same.


 


(g) [Reserved].


 






    18


     


    

 


(h) The Community
shall have approximately the number of Pad Sites as set forth in the definition of Community.


 


(i) All Manufactured
Homes in the Community shall conform to the requirements of the federal Manufactured Home Construction And Safety Standards of 1974 (42
U.S.C. chap. 70; 24 C.F.R. Part 3280).


 


(j) Borrower shall
not engage in the retail sale or financing of Manufactured Homes.


 


(k) The Community
shall have Community Rules that are appropriate, enforceable, and shall maintain the viability and physical condition of the Community,
an updated copy of which shall be delivered to Lender.


 


(l) There shall
be no other agreements between Borrower and a Home Owner other than the Leases and the Community Rules.


 


(m) In the
event that any portion of the Premises is located in an area identified by the Federal Emergency Management Agency (or any successor thereto)
as a “Special Flood Hazard Area”, Borrower shall provide notice to all tenants of the Premises of such designation.


 


(n) Borrower shall
comply with all laws and regulations applicable to (1) each Home Owner’s application to rent a Pad Site, (2) the advertising, soliciting,
leasing and making of each Lease, (3) the development, ownership and operation of the Community, including but not limited to the Federal
Trade Commission Act and all rules and regulations promulgated thereunder; 24 C.F.R. Part 201 concerning manufactured home location standards;
the Equal Credit Opportunity Act and all rules and regulations promulgated thereunder; the Fair Credit Reporting Act and all rules and
regulations promulgated thereunder; the Fair Housing Act and all rules and regulations promulgated thereunder; the Real Estate Settlement
Procedures Act, and all other applicable Federal, state, and local laws, regulations, rules, and ordinances, as any of the foregoing from
time to time may be amended.


 


(o) All Home Owners
of a Manufactured Home, including, without limitation, Affiliated Home Owner, located on a Pad Site within the Community shall have executed
in favor of Borrower a Lease.


 


Section 5.17
Leases.


 


(a) All Leases for
Pad Sites by Home Owners, shall be on forms that are customary for similar manufactured home communities in the same geographical location,
and contain terms that: (i) are for initial terms of at least 30 days and not more than 2 years (unless otherwise approved in writing
by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require
payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance
to those previously delivered and approved by Lender and/or Lender’s counsel.


 


(b) All Leases for
Pad Sites by Home Owners, shall include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured
homes and manufactured home communities, including any laws, rules and regulations promulgated by the U.S. Department of Housing and Urban
Development and the Community Rules.


 


(c) All Leases for
Pad Sites by Home Owners, shall be bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon.


 






    19


     


    

 


(d) All Leases for
Pad Sites shall require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or
damage from fire and other hazards.


 


(e) All Leases for
Pad Sites shall include a provision that such Leases are governed by the law of the state where the Premises is located.


 


Section 5.18
Financial Covenants. Until the Obligations are paid in full and all other obligations of Borrower to be performed under the Loan Documents
shall have been paid and/or performed, Borrower:


 


(a) Loan to Value.
Shall not permit the Loan to Value (as described herein) of the Loan to be at any time greater than eighty percent (80%). “Loan
to Value” means the outstanding principal amount of the Loan divided by the “as
is” appraised value of the Premises (expressed as a percentage), as determined by an annual appraisal obtained by Lender
and paid for by the Borrower, addressed and in form and content reasonably satisfactory to the Lender, in compliance with all applicable
governmental requirements, and made by a qualified appraiser reasonably satisfactory to the Lender.


 


(b) Debt Service
Coverage Ratio. Shall maintain a minimum Debt Service Coverage Ratio (as defined herein) of 1.25:1 for the applicable annual period
and all applicable annual periods thereafter. In addition to any other remedy herein, should Borrower not maintain a minimum Debt Service
Coverage Ratio of 1.25:1 at any time after the date hereof, then any management fee payable to a manager of the Community and/or Premises
shall be terminated and retained by Borrower. All ratios are to be calculated quarterly on the twelve (12)-month trailing period ending
as of the last day of each calendar quarter, beginning December 31, 2022. Compliance with this financial covenant shall be verified by
Lender and in the event of a material difference between Borrower’s calculation of the financial covenant and Lender’s determination
of the financial covenant, Lender’s determination shall govern absent manifest error. In addition to any other remedy herein, should
Borrower not maintain a minimum Debt Service Coverage Ratio of 1.25:1 as required herein, then Borrower shall make a principal reduction
payment to bring debt coverage above the 1.25:1 minimum. “Debt Service Coverage Ratio” means for the applicable annual
period, the ratio of the sum of the Gross Cash Flow of each Borrower, divided by the sum of the Debt Service of each Borrower, certified
by Borrower’s manager and verified by Lender. “Gross Cash Flow” means, for any period, an amount equal to the
sum of (i) Net Income, plus (ii) to the extent deducted in determining Net Income, (A) interest expense, (B) income tax expense, (C) depreciation
and amortization, and (D) all other non-cash charges determined in accordance with GAAP, plus (iii) cash contributions by owners, less
(iv) distributions to owners. “Net Income” means, for any period, the net income (or loss) for such period in accordance
with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, and (ii) any gains
attributable to write-ups of assets. “Debt Service” means, for any period, all annual debt service, including principal
and interest payments, due on all debt obligations during the applicable period. “Modified Debt Service” means, for
any period, the annual debt service that would have been due during such period had the full Loan amount of $3,600,000.00 been amortized
over three hundred sixty (360) consecutive monthly installments of principal and interest at the Interest Rate (as defined in the Note),
commencing on the Closing Date. This definition is to be calculated on the twelve (12)-month trailing period ending as of the date of
determination. “Modified Debt Service Coverage Ratio” means, for the applicable period, the ratio of the Gross Cash
Flow of Borrower, divided by the Modified Debt Service of Borrower, certified by Borrower’s member and verified by Lender. This
ratio is to be calculated on the twelve (12)-month trailing period ending as of the date of determination. Compliance with this ratio
shall be verified by Lender and in the event of a material difference between Borrower’s calculation and Lender’s determination,
Lender’s determination shall govern absent manifest error.


 


ARTICLE VI


Negative
Covenants.


 


Borrower hereby covenants and agrees with Lender
that, without Lender’s prior written consent, borrower will not:


 


Section 6.1 Discontinuance
of Business; Dissolution; Etc. Discontinue its usual business, or commence to dissolve, wind-up or liquidate itself.


 


Section 6.2
Acquisitions; Mergers; Disposition of Assets; Dividends and Other Shareholder Distributions; Etc. Make, receive, or obtain any
acquisitions or merge or consolidate with or into, or sell, assign, lease, or otherwise dispose of any of its assets (except for
obsolete, damaged or unusable assets), other than in the ordinary course of Borrower’s present business upon terms standard in
Borrower’s industry. For purposes hereof, the declaration or making of any dividend or other shareholder distribution shall be
included within the prohibition against disposition of assets contained herein upon the occurrence and during the continuation of an
Event of Default.


 






    20


     


    

 


Section 6.3 Assignment.
Assign or transfer any of Borrower’s rights, remedies, powers, duties, liabilities or obligations arising under or pursuant to this
Agreement or any of the Loan Documents.


 


Section 6.4
Additional Debt. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the normal course of
Borrower’s business, incur any additional Debt without the prior written consent of Lender.


 


Section 6.5
Liens. Create, incur, assume or suffer to exist any Lien on the Premises, except the Permitted Liens. Borrower shall remove or
cause to be removed any Lien upon the Premises within thirty (30) days of Borrowers’ receipt of notification of such
Lien’s creation or existence, except where Borrower promptly and diligently contests in good faith by appropriate proceedings
and Borrower has established and funded an account with Lender with adequate reserves therefor in Lender’s reasonable
discretion.


 


Section 6.6 Hazardous
Substances. Knowingly permit any Hazardous Substances, the removal of which is required or the maintenance of which is restricted,
prohibited or penalized by any Governmental Authority, to be unlawfully brought on to or located on any real property owned or leased
by Borrower, except in full compliance with all applicable Environmental Laws; and if any such material is brought or found located thereon
in violation of any applicable law, it shall be immediately removed, with proper disposal, and all required environmental cleanup procedures
shall be diligently undertaken pursuant to all such Environmental Laws, and the obligations hereunder with respect to any such materials
brought or located thereon while Borrower owned or leased any such real property shall survive any foreclosure. In addition, Borrower
shall not enter into any lease or occupancy agreement in connection with the Premises with tenants or occupants whose business is in a
frequently polluting industry, including, without limitation, the following: any manufacturing facility, gasoline service station,
or automotive repair shop; petroleum refinery; photo developing/processing; junkyard or land fill; printing facility; dry cleaner; any
transportation or utility related industry; facility selling, storing, or using farm supplies; pesticides or fertilizers; any hospital,
or laboratory; any former military base; any marina.


 


Section 6.7
Continuous Perfection. Change its name, identity, or corporate structure in any manner which might make any financing statement
filed hereunder seriously misleading within the meaning of the UCC.


 


Section 6.8 Proceeds.
Not, directly or indirectly use any part of the proceeds of the Loan (a) for any purpose other than as set forth in Section 2.2
herein or as otherwise set forth on the closing statement executed by Borrower in connection herewith on the Closing Date, or (b) without
limiting the generality of the foregoing, for the purpose of purchasing or carrying any margin stock, or of reducing, retiring or purchasing
any indebtedness incurred for such purpose; or take any other action that would involve a violation of Section 7 of the Securities Exchange
Act of 1934, as amended, or any regulation issued thereunder, including Regulation U or Regulation X of the Federal Reserve Board, in
connection with the transactions contemplated hereby; provided, however, that nothing set forth in this Section or elsewhere in this Agreement
shall be construed as imposing any duty on the Lender to supervise the use or application of the Loan proceeds or any liability on the
Lender to any person if the Loan proceeds are not used for the purposes set forth in this Agreement.


 


Section 6.9 Creation
of Subsidiaries, Etc. Create, purchase, or otherwise acquire any Subsidiary, unless such Subsidiary guaranties the Loan in a manner
satisfactory to Lender.


 


Section 6.10
Change of Ownership/Management. Permit any change in the management of Borrower or Affiliated Home Owner or the Premises or any change
in the ownership of Borrower or Affiliated Home Owner.


 


Section 6.11
Transactions with Related Persons. Make any loan or advance, purchase, assume or guarantee any note to or from any of Borrower’s
officers, members, or affiliates, or to or from any member of the immediate family of any of Borrower’s officers, members, or affiliates.


 


Section 6.12
Untrue Statements. Furnish Lender any certificate or other document containing any untrue statement of material fact or that omits
a material fact necessary to make the same not misleading in light of the circumstances.


 






    21


     


    

 


Section 6.13
PATRIOT Act; OFAC and other Regulations.


 


(a) Not itself,
and not allow any other Subsidiary or Affiliate of the Borrower or any such Subsidiary or Affiliate or the respective officers, directors,
brokers or agents of the same, (1) be or become a Person publicly identified on the most current list of “Specially Designated Nationals
and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)
or that resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo
programs, or publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers
Act, the Trading With the Enemy Act, or any other applicable law, (2) engage in any dealings or transactions prohibited by, or otherwise
violate, any anti-terrorism law, or (3) otherwise become subject to the limitations or prohibitions under any other OFAC regulation or
executive order.


 


(b) Remain in compliance
in all material respects with all anti-terrorism laws, including without limitation the PATRIOT Act, and ensure that no part of the proceeds
of the Loan has been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain
or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


ARTICLE VII

EVENTS OF DEFAULT


 


Any of the following shall
be considered an Event of Default (and shall be considered a Default pending the passage of time, giving of notice or other condition
specified below):


 


Section 7.1 Nonpayment
of Principal or Interest. Nonpayment of any installment of principal or interest in accordance with the terms of the Note or of any
other monetary obligations hereunder, and such failure is un-remedied within ten (10) days after written notice thereof is given to Borrower.


 


Section 7.2 Breach
of Representation or Warranty. Any representation or warranty made by Borrower or any Guarantor in this Agreement, or in any other
Loan Document, or which is contained in any certificate, instrument, document, opinion, financial statement, or other statement regarding
the financial condition or credit standing of Borrower or any Guarantor furnished at any time under or in connection with this Agreement
or any Loan Document shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed
made.


 


Section 7.3 Specific
Covenant Default. Failure to perform or observe any term, condition, or covenant contained in Section 5.1, Section 5.2,
Section 5.3, Section 5.9(c), Section 5.18, or Article 6.


 


Section 7.4 Other
Defaults. Failure to perform or observe any term, condition, or covenant contained in this Agreement or any Loan Document, other than
those set forth in Sections 7.1 and 7.3, and the failure or default continues un-remedied for a period of thirty (30) days
after the earlier of (a) the date upon which any officer of Borrower or a Guarantor knew or becomes aware of the failure; or (b) the date
upon which written notice thereof is given to Borrower by Lender, provided that Borrower takes prompt corrective action and diligently
pursues the same to completion. If the Event of Default cannot be remedied within the thirty (30) day period, Borrower shall have such
additional period of time as is reasonably necessary in which to cure the default if Borrower was diligently pursuing a cure at the end
of the thirty (30) day period and continues to do so therefor; provided, however, such additional period of time shall be no longer than
thirty (30) days from the expiration of the initial thirty (30) day period.


 






    22


     


    

 


Section 7.5
Bankruptcy or Insolvency. Any of the following shall occur or exist: (a) the appointment of a receiver trustee, custodian,
conservator, or liquidator for Borrower, the Premises, or any other Property of Borrower and such appointment is not dismissed
within ninety (90) days after such appointment; (b) a filing by Borrower of a voluntary petition in bankruptcy, or a petition
seeking reorganization or rearrangement or taking advantage of any debtor relief laws; (c) the filing against Borrower of a petition
in any bankruptcy, reorganization, insolvency, conservatorship, receivership or similar proceeding and either (i) Borrower admits
the material allegations thereof, or acquiesces therein or fails to contest the same, or (ii) the petition or action is not
dismissed or discharged within ninety (90) days following the date of its filing; (d) the entry of any order, judgment or decree by
any court of competent jurisdiction adjudicating Borrower as bankrupt or insolvent, and the same is not dismissed within ninety (90)
days after the filing of the same, or approving a petition seeking reorganization of Borrower or any arrangement of any of
Borrower’s debts, including entry of any Order for Relief under Title 11 of the United States Code; (e) an admission by
Borrower in writing of its inability, or the failure by Borrower to pay its debts as they become due; (f) the making by Borrower of
a general assignment for the benefit of creditors; or (g) the liquidation, termination, or dissolution of Borrower.


 


Section 7.6 Fire
or Casualty. Should the Premises or any of the Property be materially damaged or destroyed by fire or other casualty, which is not
adequately covered by insurance (as reasonably determined by Lender) to effect the full and complete repair or restoration of same.


 


Section 7.7 Litigation.
The entry of a judgment or the issuance of a warrant of attachment, execution or similar process against Borrower or any of its assets
in excess of $25,000.00, which is not dismissed, discharged, stayed pending appeal or bonded within thirty (30) days after entry and,
if bonded, such bond (or a replacement bond) does not continue in effect at all times until such judgment is dismissed or discharged.


 


Section 7.8 Default
on Other Indebtedness. Subject to any applicable grace or cure period, Borrower fails to make any payment due on any Indebtedness,
or any event shall occur or any condition shall exist in respect of any Indebtedness of Borrower (including, without limitation, any Indebtedness
of Borrower to Lender), or under any agreement securing or relating to such Indebtedness, the effect of which is a default or event of
default thereunder or to cause or to permit any holder of such Indebtedness or a trustee to cause (whether or not such holder or trustee
elects to cause) such Indebtedness, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled
date of payment.


 


Section 7.9 Other
Loan Documents. Subject to any applicable grace or cure period, a default or Event of Default (as defined therein) shall occur under
any other Loan Document.


 


Section 7.10
Guarantor Defaults. The occurrence of any of the foregoing with regard to a Guarantor, or the death of a Guarantor; provided, however,
if the Loan is otherwise in good standing, then Borrower shall have ninety (90) days to provide a substitute Guarantor who shall provide
Lender a credit enhancement equal to or greater than the deceased Guarantor in Lender’s sole discretion, and who shall have executed
a Guaranty in form and substance similar to that executed by the deceased Guarantor.


 


Section 7.11
Cross Default. Subject to any applicable grace or cure period, a default or Event of Default (as defined therein) shall occur under
that $2,440,000.00 loan to Warrenville MHP, LLC, a South Carolina limited liability company, evidenced, governed, and secured by (i) that
certain Promissory Note in the original principal amount of $2,440,000.00 dated March 31, 2022 made by Warrenville MHP, LLC payable to
the order of Lender, (ii) that certain Loan Agreement dated March 31, 2022 by and between Warrenville MHP, LLC and Lender, and (iii) that
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated March 31, 2022 made by Warrenville MHP, LLC for
the benefit of Lender; and (iv) such other documents as are executed in connection with the foregoing. Notwithstanding the foregoing,
on or after six (6) months from the Closing Date and upon Borrower’s satisfactory of a minimum Modified Debt Service Coverage Ratio
of 1.3:1, Lender hereby agrees to terminate and remove this cross-default provision as an Event of Default hereunder and under the Warrenville
Loan and terminate and remove the Warrenville Loan as indebtedness secured by the lien of the Security Instrument. In addition, upon Borrower’s
satisfactory compliance with the foregoing sentence, Lender will execute and deliver to Borrower and/or Warrenville MHP, LLC all documents
and filings reasonably required to release Lender’s lien and/or security interest securing the Loan upon the property or Warrenville
MHP, LLC. Borrower agrees to pay all reasonable fees and expenses of Lender incurred in connection with the foregoing including reasonable
outside attorneys’ fees. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference
between Borrower’s calculation of the financial covenant and Lender’s determination of the financial covenant, Lender’s
determination shall govern absent manifest error.


 


Section 7.12
Original Guarantor Signature Pages. One condition to Lender’s agreement to make an advance on the Loan was Lender’s receipt
of original, executed loan documents. Due to Guarantor’s unavailability to execute Loan Documents in person due to out-of-country
travel, Lender has agreed to close the Loan and make the advance on the Loan on the Closing Date, subject to Lender’s receipt of
Guarantor’s original, executed Loan Documents within thirty (30) days of the Closing Date. Therefore, the following shall be considered
an Event of Default: Lender shall not receive Guarantor’s original, executed Loan Documents within thirty (30) days of the Closing
Date.


 






    23


     


    

 


ARTICLE VIII

REMEDIES OF LENDER


 


Section 8.1 Acceleration.
Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled to, in addition
to and not in lieu of the remedies provided for in any of the Loan Documents, declare the entire principal amount of all Obligations then
outstanding, including principal, interest, costs, fees and expenses, to be immediately due and payable without presentment, demand, notice
of protest, protest, or dishonor or other notice of any default of any kind, all of which Borrower hereby expressly waives; provided,
however, that upon the occurrence of an event specified in Section 7.5 herein, all Obligations of Borrower to Lender shall be immediately
due and payable in full, without presentment, demand, protest, notice of protest, or dishonor or notice of any kind, and Lender shall
be entitled to exercise any and all remedies available by contract, at law or in equity to collect such amounts.


 


Section 8.2 No Further
Advances. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled
to declare any commitments of Lender to advance further sums pursuant hereto to be terminated, whereupon the same shall terminate (provided
that upon the occurrence of an event specified in Section 7.5, all commitments shall automatically terminate).


 


Section 8.3 Waiver;
Marshalling. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to proceed against Borrower
or any Property of Borrower in such order and at such time or times as Lender may in its discretion deem to be in its best interest without
liability for loss by reason of delay or its order of proceeding or otherwise. Borrower hereby waives any right to require the marshalling
of assets in connection with the exercise of any of the remedies permitted hereunder or by applicable law.


 


Section 8.4 Right
of Setoff. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may, and is hereby authorized by
Borrower, at any time and from time to time, to the fullest extent permitted by applicable law, without advance notice to Borrower (any
such notice being expressly waived by Borrower) and irrespective of demand for payment, set off and apply any and all deposits in the
operating deposit account established by Borrower and related to or arising from the Premises at any time held by Lender, and any other
indebtedness at any time owing by Lender, to or for the credit or the account of Borrower, against any or all of the Obligations now or
hereafter existing, whether or not such Obligations have matured. Lender agrees to notify Borrower after any such set off and application,
provided that the failure to give such notice shall not affect the validity of such set off and application.


 


Section 8.5 Appointment
of Receiver. Upon the occurrence and during the continuation of an uncured Event of Default, Lender shall, at its option, be entitled
to appoint a receiver to collect any income from Borrower’s Property without consideration for the value of the same or the solvency
of any Person liable for the payment of the amounts then owing, and all amounts collected by the receiver shall, after expenses of the
receivership, be applied to the payment of the Obligations and interest thereon; and Lender, at its option, shall have the right to do
the same without the appointment of a receiver.


 


Section 8.6 Remedies
under UCC; Other Loan Documents. Upon the occurrence and during the continuation of an uncured Event of Default, Lender may also exercise
any and all rights and remedies afforded by the UCC, both at law and in equity, and by any and all other Loan Documents, including without
limitation the Security Documents.


 


Section 8.7 Lender’s
Performance of Borrower’s Covenants and Duties. Should any covenant, duty or agreement of Borrower fail to be performed in accordance
with its terms hereunder, Lender may, at its option, perform, or attempt to perform, such covenant, duty or agreement on behalf of Borrower.
Borrower shall, at the request of Lender, promptly pay any reasonable amount expended by Lender in such performance or attempted performance
to Lender, together with interest thereon at the Default Rate from the date of such expenditure by Lender until paid; provided, however,
that Lender does not assume and shall not have, except by express written consent of Lender, any liability for the performance of any
duties of Borrower under this Agreement or under the other Loan Documents.


 






    24


     


    

 


Section 8.8 No Waiver.
The acceptance by Lender at any time and from time to time of partial payment of the Note shall not be deemed to be a waiver of any Default
or Event of Default then existing. No delay or omission by Lender to exercise any right, power, or remedy accruing to Lender upon any
breach or default of Borrower under this Agreement or the other Loan Documents shall impair any such right, power, or remedy of Lender,
nor shall it be construed to be a waiver of any such breach or default or an acquiescence therein, or in any similar breach or default
thereafter occurring; nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof,
or the exercise of any other right or power of Lender under this Agreement or the other Loan Documents; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, or be deemed to be a continuing
waiver. Any waiver, permit, consent or approval of any kind or character on the part of Lender of any breach or default under this Agreement
or the other Loan Documents, or any waiver on the part of Lender of any provision or condition of this Agreement or the other Loan Documents,
must be in writing and shall be effective only to the extent specifically set forth in such writing.


 


Section 8.9 Remedies
of Lender Cumulative. All rights and all remedies available to Lender hereunder or under the other Loan Documents shall be cumulative
and in addition to all other rights and remedies granted to Lender by contract, at law or in equity, and may be exercised from time to
time, and as often as may be deemed expedient by Lender, whether the Note is due and payable and whether or not Lender shall have instituted
any suit for collection, foreclosure or other action in connection with this Agreement or the other Loan Documents.


 


ARTICLE IX

MISCELLANEOUS


 


Section 9.1 Third
Parties. All conditions of Lender’s obligations hereunder are imposed solely and exclusively for the benefit of Lender, its
successors and assigns. No other Person shall have standing to require satisfaction of such conditions in accordance with their terms,
or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of the terms and
conditions hereof, and no other person or entity shall, under any circumstance, be deemed to be a beneficiary of such conditions, any
and all of which may be waived in whole or in part by Lender at any time and from time to time, in its sole discretion. Borrower shall
indemnify Lender from any liability, claims or losses resulting from the disbursement of the proceeds of the Loan and whether arising
during or after the term of this Agreement. The foregoing provision shall survive the term of this Agreement and the repayment of the
Loan and shall continue in full force and effect so long as the possibility of such liabilities, claims, or losses exists. Borrower has
represented, and Lender has expressly relied upon such representation, that Borrower has negotiated with Lender solely for a loan of money
and not for administrative, technical, legal, financial or architectural advice or expertise.


 


Section 9.2
Successors and Assigns. All of Lender’s rights and remedies hereunder shall inure to the benefit of its successors and
assigns. All of the duties and obligations of Borrower hereunder shall bind all Borrowers and their respective successors. Borrowers
may not assign their rights or delegate their duties hereunder, and any attempt at such assignment or delegation shall be void.
Lender reserves the right to assign its rights and remedies and delegate its duties hereunder.


 


Section 9.3 Severability.
In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
It is the intention of the parties that if any such provision is determined to be invalid, illegal or unenforceable, there shall be added
in lieu thereof a provision as similar in terms to such provision as is possible so as to be valid, legal and enforceable.


 


Section 9.4 Entire
Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof,
and this Agreement supersedes all previous negotiations, discussions and agreements between the parties with respect to the subject matter
hereof including, without limitation, any commitment letter between Borrower and Lender, and no parol evidence of any prior or other agreement
shall be permitted to contradict or vary the terms hereof. Neither this Agreement nor any term or provision hereof may be amended, waived,
discharged or terminated orally, but only by a writing signed by the party against whom enforcement of the amendment, waiver, discharge
or termination is sought.


 






    25


     


    

 


Section 9.5 Nature
of Commitment. With respect to each disbursement or advance hereunder, the Lender’s obligations to make such disbursement or
advance shall be deemed to be pursuant to a contract to make a loan or extend debt financing or financial accommodations to Borrower within
the meaning of Sections 365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code of the United States of America, 11 U.S.C. § 101 et seq.,
or any subsequent bankruptcy legislation in effect during the term of this Agreement.


 


Section 9.6 Waivers.
As provided in T.C.A. Section 47-50-112, no custom, conduct, action or course of dealing on the part of Lender, its officers, employees,
consultants, or agents, nor any failure or delay by Lender with respect to exercising any right, power, or privilege of Lender under the
Note, this Agreement, or any other Loan Document shall operate as a waiver thereof, except as otherwise provided in this Agreement. Lender
may from time to time waive any requirement hereof, including any of the Conditions Precedent, but no waiver shall be effective unless
in writing and signed by Lender. The execution by Lender of any waiver shall not obligate Lender to grant any further, similar, or other
waivers.


 


Section 9.7 Choice
of Law; Jurisdiction/Venue. This Agreement and the other Loan Documents have been negotiated, made, executed and delivered in Knoxville,
Tennessee. The validity and construction of this Agreement and the other Loan Documents shall be governed by and construed in all respects
in accordance with the laws of the State of Tennessee. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF TENNESSEE AND ALL OF THE STATE COURTS SITTING IN KNOX COUNTY, TENNESSEE. FURTHER, BORROWER AGREES THAT THE
EXCLUSIVE VENUE FOR ANY LITIGATION REGARDING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE WITH COURTS SITTING IN KNOX COUNTY,
TENNESSEE.


 


Section 9.8 Time.
TIME IS OF THE ESSENCE WITH REGARD TO EACH AND EVERY PROVISION HEREOF.


 


Section 9.9
Notice. All notices required or allowed to be given hereunder shall be in writing, and shall be personally delivered, or sent by
Federal Express or other recognized overnight express courier service, or sent by United States Mail, first-class, postage prepaid,
certified with return-receipt requested, addressed to the party to whom such notice is given as follows:


 


	TO LENDER:	Vanderbilt Mortgage and Finance, Inc.
	 	500 Alcoa Trail
	 	Maryville, Tennessee 37804
	 	Attention:  Commercial Lending Division
	 	 
	 	With a copy to:
	 	 
	 	Bolder, pllc
	 	504 Old Tavern Circle
	 	Knoxville, Tennessee 37934
	 	Attention:  Jake Kraemer
	 	 
	TO BORROWER:	MACRAL PROPERTIES, LLC and RON-RAN ENTERPRISES, LLC
	 	136 Main Street 
	 	Pineville, NC 28134
	 	Attention:  Raymond M. Gee



 


Any such notice shall be deemed to be given, if
personally delivered, on the date such notice is personally delivered to the address set forth above for the party to whom such notice
is given; if sent by Federal Express, or other recognized overnight express courier service, on the date said notice is dispatched or
deposited with said courier service, all charges prepaid, addressed as herein provided; and, if mailed, on the date said notice is deposited
in the United States Mail, first-class, postage prepaid, certified with return-receipt requested, addressed as herein provided. Any party
may change the address to which notices hereunder are to be sent by giving written notice thereof to the other parties as set forth herein.


 


Section 9.10
Counterparts; Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which will be deemed an
original document, but all of which will constitute a single document. The parties agree that if a paper original of this Agreement executed
by one or more of the parties is sent by electronic transmission (an “Executed Copy”) (i) the Executed Copy shall be
treated in all respects as a paper original of this Agreement executed by the same parties whose signatures appear on the Executed Copy
and (ii) the Executed Copy shall have the same binding and legal effect as a paper original of this Agreement executed by the same parties
whose signatures appear on the Executed Copy. At the request of any party who receives an Executed Copy, this Agreement shall be re-executed
by the parties who signed the Executed Copy and the executed paper original Agreement shall be sent to the requesting party by any method
permitted herein other than by electronic transmission. Each of the parties further agree that it will not raise the transmission of this
Agreement or the Executed Copy by electronic transmission as a defense in any proceeding or action in which the validity of this Agreement
is at issue and hereby forever waives such defense. “Electronic transmission” means any form of communication, such
as facsimile or email, not directly involving the physical transmission of actual paper, which creates a record (including, without limitation,
a .PDF file) of the actual paper that may be retained, retrieved, reviewed and printed by the recipient.


 






    26


     


    

 


Section 9.11
Relationship of Lender and Borrower. Lender and Borrower intend that the relationship between them shall be solely that of creditor
and debtor. Nothing contained in this Agreement or in the other Loan Documents, nor the consummation of the transactions contemplated
herein or therein, shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture, or co-ownership
by or between Lender and Borrower, or to create a relationship between Lender and Borrower other than that of creditor and debtor, or
to cause Lender to be liable or responsible in any way for the actions, liabilities, debts, or obligations of Borrower.


 


Section 9.12
Distribution of Information. Borrower hereby authorizes Lender, as Lender may elect in its sole discretion, to discuss with and furnish
to any affiliate of Lender, to any government or self-regulatory agency with jurisdiction over Lender, or to any participant or prospective
participant, all financial statements, audit reports and other information pertaining to Borrower whether such information was provided
by Borrower or prepared or obtained by Lender or third parties. Neither Lender nor any of its employees, officers, directors or agents
make any representation or warranty regarding any audit reports or other analyses of Borrower, which Lender may elect to distribute, whether
such information was provided by Borrower or prepared or obtained by Lender or third parties, nor shall Lender or any of its employees,
officers, directors or agents be liable to any Person receiving a copy of such reports or analyses for any inaccuracy or omission contained
in such reports or analyses or relating thereto.


 


Section 9.13
Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT AND THE BUSINESS RELATIONSHIP THAT IS
BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER ACKNOWLEDGES THAT
NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR
HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH OF THEM HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE
BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL.


 


Section 9.14
Waiver of Certain Damages. In any action to enforce this Agreement, the Note or any other Loan Document, Borrower hereby irrevocably
and unconditionally waives any and all rights under the laws of any state to claim or recover any special, exemplary, punitive, consequential
or other damages other than actual direct damages.


 


Section 9.15
Participation. Lender shall have the right to enter into one or more participation agreements with one or more participating lenders
approved by Lender on such terms and conditions as Lender shall deem reasonably advisable.


 


Section 9.16 Errors and
Omissions. The parties agree that if any Loan Document contains any typographical errors or misstates or inaccurately reflects the
true and correct terms and provisions of the agreement of the parties with respect to the Loan and the misstatement or inaccuracy is
due to unilateral mistake on the part of any party, mutual mistake on the part of the parties or simple clerical error, or if any essential
documents are not included with the legal instruments evidencing and securing the Loan, or if through error, oversight or omission of
Lender or any third party there exists an error or omission in any documentation arising, existing, or created by or in connection with
any aspect of Lender's processing, documenting or closing the Loan, or if any deficiency in any such documentation exists with respect
to any requirements of any present or future actual investor in the Loan, then in such event, the parties agree that, upon request by
Lender, and in order to correct such clerical error, misstatement, inaccuracy or omission, the parties shall execute such new or additional
documents and instruments and initial such corrected original documents as Lender may deem necessary to remedy said inaccuracy, mistake
or omission.


 


Section 9.17
Term of this Agreement. This Agreement shall be binding on Borrower so long as any portion of the Obligations described herein remains
outstanding, provided and except, Borrower’s representations, warranties, and indemnity agreements shall survive the payment in
full of the Obligations.


 


[Signature page follows]


 






    27


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Loan Agreement as of the date first set forth above.


 





	 	BORROWER:
	 	 
	 	MACRAL PROPERTIES, LLC
	 	 
	 	By:	Wake Forest 2 MHP LLC, a North Carolina limited liability company, its sole Member
	 	 
	 	By:  	Manufactured Housing Properties Inc., a Nevada corporation, its Sole Member


 





	 	By:	/s/ Jay Wardlaw
	 	 	Jay Wardlaw, President


 


STATE OF North Carolina)


COUNTY OF Mecklenburg)


 


Before me, the undersigned,
a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties
Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member
of MACRAL PROPERTIES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity,
being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in
such capacity.


 


Witness my hand and seal, this 7 day of November     , 2022.


 





	 	/s/ Alexander Q. Olliver
	 	Notary Public


 


My Commission
Expires: March 25, 2022


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Loan Agreement as of the date first set forth above.


 





	 	RON-RAN ENTERPRISES, LLC
	 	 
	 	By:	Wake Forest 2 MHP LLC, a North Carolina limited liability company, its sole Member
	 	 
	 	By:	Manufactured Housing Properties Inc., a Nevada corporation, its Sole Member


 





	 	By:	/s/ Jay Wardlaw
	 	 	Jay Wardlaw, President


 


STATE OF North Carolina)


COUNTY OF Mecklenburg)


 


Before me, the undersigned,
a Notary Public of said County and State, personally appeared Jay Wardlaw, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the President of Manufactured Housing Properties
Inc., a Nevada corporation, which is the Sole Member of Wake Forest 2 MHP LLC, a North Carolina limited liability company, the Sole Member
of RON-RAN ENTERPRISES, LLC, a North Carolina limited liability company, the within named Borrower, and that he in such capacity,
being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Borrower in
such capacity.


 


Witness my hand and seal, this 7 day of November       ,
2022.


 





	 	/s/ Alexander Q. Olliver
	 	Notary Public


 


My Commission Expires: March 25, 2024


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Loan Agreement as of the date first set forth above.


 


	 	LENDER:
	 	 
	 	VANDERBILT MORTGAGE AND FINANCE, INC.
	 	 	 
	 	By: 	/s/ Simon Hughes
	 	Name: 	Simon Hughes
	 	Title: 	VP Operations


 



     


     


    




 


Schedule 4.20


RENT ROLL


 


(redacted)


 






     


     


    

 


Schedule 4.21


MANUFACTURED HOMES


 


(redacted)