EXhibit
10.1


 


LOAN
AGREEMENT


 


THIS
LOAN AGREEMENT is entered into effective as of November 12, 2021, by and between SPRINGLAKE MHP LLC, a Georgia limited liability
company (“Borrower”), and FIRSTBANK, a Tennessee corporation
(“Lender”).


 


RECITALS


 


A.    
Borrower owns all or substantially all of the assets of the owner of the Springlake Manufactured Home Community, located at
918 Collins Avenue and 104 South Cambridge Drive, Warner Robins, Georgia 31093 (the “Community”), including, without
limitation, (i) the Premises (as defined herein), (ii) those manufactured or mobile homes identified on Exhibit A attached hereto
(each a “Home,” and collectively, the “Homes”), and those leases of the lots within the Community and
of the Homes, with or without option to purchase, to tenants of the Community (each a “Tenant,” and collectively, the
“Tenants”) (individually, a “Lease,” and collectively, the “Leases”, and together with
any and all other documents, agreements or instruments executed and delivered by the Tenant under such Lease in connection with the entering
into such Lease, the “Lease Documents”); 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 foregoing premises, the mutual covenants of the parties set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1
Definitions. For the purposes of this Agreement, the following terms shall have the following meanings, unless the context
otherwise requires:


 


“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.


 


“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 Springlake Homes LLC, a Delaware limited liability company.


 


“Affiliated Home Owner
Loan” means the Debt owed by Affiliated Home Owner to Lender evidenced by that certain Promissory Note of even date herewith
made by Affiliated Home Owner payable to the order of Lender in the maximum principal amount of $2,000,000.00.


 






     


     


    

 


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


 


“Assignment of Management
Agreement” means that certain Assignment of Management Agreement executed by the managing agent of Borrower’s manufactured housing
business operated upon the Premises in favor of Lender of even date herewith, as the same may be amended, modified or supplemented from
time to time.


 


“Assignment of Ownership”
means that certain Assignment of Ownership Interests executed by all owners of Borrower in favor of Lender of even date herewith, as the
same may be amended, modified or supplemented from time to time.


 


“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 from time to time.


 


“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.


 


“Deed of Trust”
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.


 


“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.


 






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“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.


 


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


 


“GAAP” means
those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public
Accountants.


 


“Guarantors”
means, collectively, Manufactured Housing Properties, Inc., a Nevada corporation, 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”
means, individually and collectively, any guaranty agreement, from a Guarantor to Lender.


 


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


 


“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 Obligations, 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.


 


“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 Deed of Trust. 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 Guaranty, the Environmental
Indemnity, 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.


 






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“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”
means that “Maturity Date” as provided in the Note.


 


“Note” means
that certain $4,016,250.00 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 reasonable 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.


 


“Person”
means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated
organization, government, or any agency or political subdivision thereof, or any other form of entity.


 


“Premises”
means the real property and improvements located at 918 Collins Avenue and 104 South Cambridge Drive, Warner Robins, Georgia 31093, as
further described as the “Mortgaged Property” in the Deed of Trust.


 


“Principal Office”
means the principal office of Lender located at 520 W. Summit Hill Drive, Suite 801, Knoxville, Tennessee 37902.


 


“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, the Homes, and the Leases and Lease Documents.


 






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“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 Deed of Trust, the Assignment of Ownership,
and the Assignment of Management Agreement.


 


“Title Policy”
means that certain loan policy of title insurance, issued on the date the Deed of Trust is first recorded in the applicable real property
records by Stewart Title Guaranty Company (File/Commitment No. _________________), in the amount of the Note with Lender named as the
insured thereunder, and insuring the first priority lien of the Deed of Trust 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 make a single Advance to Borrower pursuant
to the Note up to FOUR MILLION SIXTEEN THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($4,016,250.00).
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 Borrower for the refinance of the Premises.


 


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 exit fees as described below. 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 an exit 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 second annual anniversary of
the date of the Note, Borrower shall, at the time of prepayment, pay to Lender an exit fee equal to 2.00% of the principal amount
being prepaid on the Note.


 


(c)  If
the prepayment occurs after the second 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 pay, at the time of prepayment, pay to Lender an exit fee equal to 1.00% of the principal
amount being prepaid on the Note.


 


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


 






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(e)  In
addition, at the time of prepayment, all unpaid accrued interest due on the amount prepaid shall be paid in full.


 


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.


 


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 (a) $4,016,250.00, or (b) seventy-five percent (75%) of the
lesser of (i) the “as-is” appraised value of the Premises, or (ii) the purchase price of the Premises.


 


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 satisfactory to Lender and its legal counsel:


 


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


 


(b)
  Executed Loan Documents. The Loan Documents duly executed by the applicable parties;


 


(c)
Resolutions/Consents. A copy of the resolutions or written consents of Borrower, approving the Loan, and authorizing the
execution and delivery of the Loan Documents;


 


(d)
Organizational Documents. A copy of the articles of organization and operating agreement, with all amendments thereto, of
Borrower;


 


(e)
Certificate of Existence. Certified certificate of existence for Borrower from the applicable Secretary of State;


 






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(f)  Existence
and Authority of Guarantor, Managers, Owners. Those items, documents, and certificates set forth in subsections (c) through (e)
above for any entity Guarantor, entity manager of Borrower, and any entity owner, shareholder, and/or member of Borrower;


 


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


 


(h)
Reserved.;


 


(i)  Opinion
of Counsel. An opinion of counsel for Borrower, Guarantors, and Borrower’s manager (which counsel must be satisfactory to the
Lender) with respect to such legal matters relating hereto as the Lender may request;


 


(j) UCC, Bankruptcy,
Judgment, Tax and Liens Search. If requested by Lender, a UCC, bankruptcy, judgment, tax, and Lien search on Borrower, Guarantors,
and the Property;


 


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


 


(l)  Title
Insurance. The Title Policy (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;


 


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


 


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


 


(o)  
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 insurer;


 


(p)  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;


 


(q)  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;


 


(r)  Evidence
of Insurance and/or Bond. Satisfactory evidence of all insurance required under Section 5.1(f) hereof;


 


(s)  Lot
Lease. The form Lease to be used for all future leases of lots within the Community as approved by Lender (the “Approved
Lot Lease”);


 


(t)  Home
Lease. The form Lease to be used for all future leases of Homes as approved by Lender (the “Approved Home
Lease”);


 






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(u)  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 as approved by Lender (“Guidelines”), or as otherwise approved in
writing;


 


(v)  Loan
Fee. A loan fee equal to $40,162.50;


 


(w)  Costs
and Expenses. Satisfactory evidence that all costs and expenses required under Section 5.1(m) hereof have been paid in
full;


 


(x)  Operating
Account. Satisfactory evidence that Borrower has established and funded an operating account with Lender;


 


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


 


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


 


(aa) Other.
Such other approvals, opinions, documents or instruments as the Lender may reasonably request, including, without limitation, any of
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 Georgia.


 


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 the Properties. With the exception
of Liens in favor of Lender and the Permitted Encumbrances set forth in the Deed of Trust, Borrower is the owner of its Properties, including
without limitation the Premises, Homes, and Leases, free and clear from any lien, security interest, or encumbrance.


 






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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) 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.


 


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 or court, including,
without limitation, any regulatory authority, governmental body, or court of the United States or of any state thereof, or any political
subdivision of the United States or of any state thereof.


 


Section 4.7  Financial
Statements. 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. 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. Other than the Loan evidenced hereby or accounts payable incurred by Borrower in the
normal course of Borrower’s business, Borrower has no other Debt.


 


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 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 the Properties, including without limitation all Environmental Laws.


 


Section 4.10  Condition
of Premises. On the Closing Date, the Property has not been damaged or injured as a result of any fire, explosion, accident,
flood or other casualty.


 


Section 4.11 Tax
Returns/Taxes. 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
therefore.


 






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Section 4.12 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 attorneys’ fees and costs of suit, arising out of or in connection with any such fee or commission.


 


Section 4.13 Insurance.
All insurance required hereunder or within any Loan Document is currently in force and paid up.


 


Section 4.14 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 4.15 Homes and
Home Leases. Borrower represents and warrants: (a) that all information on any Collateral Pool Worksheet (as defined herein)
is true and correct in all material respects; (b) that the VIN, serial numbers, HUD data label numbers, and descriptions of the
Homes match in all material respects the same numbers and descriptions in the certificates of title (if applicable) and the Leases for
such Homes; (c) that upon the Closing, each Home will be free and clear of all liens and security interests except a lien or security
interest in favor of Lender; (d) that each Home is located on the lot in the designated Community set forth on the Collateral Pool
Worksheet; (e) that the Tenant of each Home meets the Guidelines (as defined herein), or if exceptions to the Guidelines exist,
such exceptions are accurately documented in the Lease Documents all in accordance with Borrower’s prudent business judgment and applicable
law; (f) that for each Home, either Tenant or Borrower has physical damage insurance in an amount equal to or greater than the amount
advanced (or to be advanced) by Lender for such Home and each such insurance policy names either Lender or Borrower, as the case may
be, as an additional insured and/or loss payee; (g) as to lot Leases and Home Leases entered into after the Effective Date, that
each Tenant leased the Home and lot pursuant to the terms of a fully executed Lease in the form of the Approved Lot Lease and Approved
Home Lease; (h) that each Tenant executed only one original version of the Lease Documents, and, if requested by Lender, the original
version of all Leases have been delivered to Lender’s physical possession; (i) that to Borrower’s knowledge, each Lease is genuine,
legally valid and enforceable; (j) that each Lease is subject to no defense, counterclaim or set off; (k) that to Borrower’s
knowledge, each Tenant is not a minor and has legal capacity to execute the Lease; (l) that all statements of fact made in each
Lease and all statements made by or on behalf of the Tenant in the credit applications and any other forms relating to the Lease are
true to the best of Borrower’s knowledge and belief; (m) that the down payment or security deposit shown on in the Lease Documents,
if any, was made by the Tenant in cash unless otherwise specified, and no part thereof was loaned directly or indirectly by Borrower
to such Tenant; (n) that to Borrower’s knowledge, any down payment and any trade-in received as part of the down payment is
accurately documented in the Lease Documents and has been valued at its bona fide value; (o) that there is now owing on each Lease
the amount set forth therein (except for immaterial and unintentional discrepancies); (p) to Borrower’s knowledge, that it
has complied with all applicable federal, state and local laws, regulations, rules and ordinances in connection with the leasing of each
Home and, if Borrower engages in sales and/or financings of Homes in the future, that it will comply with all applicable federal, state
and local laws, regulations, rules and ordinances in connection therewith; (q) to Borrower’s knowledge, that each Lease was
originated in full compliance with all applicable laws; and (r) that, if applicable in accordance with the Fair Credit Reporting
Act, Borrower has notified or will notify each Tenant that the Lease is to be submitted to Lender.


 






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ARTICLE V

COVENANTS AND CONDITIONS


 


Section 5.1
Affirmative Covenants and Conditions. Borrower hereby covenants and agrees with Lender that:


 


(a)
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).


 


(b)
Books and Records. Borrower will at all times keep and maintain accurate, 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. Lender, or any of its agents, employees, or representatives, shall have the right to visit Borrower’s place
or places of business, at intervals determined by Lender, 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.


 


(c)
Financial Statements.


 


(i)  As
soon as available, and in any event within one hundred twenty (120) days after the close of Borrower’s fiscal year, Borrower shall
furnish Lender with unaudited financial statements of Borrower, setting forth the balance sheet of Borrower as of the end of such
year, and the statements of income, cash flows, and retained earnings 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 Member of Borrower, all as acceptable to
Lender in form and substance.


 


(ii)  As
soon as available, and in any event within thirty (30) days of when such were due to be filed (or within ten (10) days after the
last date of any extension period, if applicable), Borrower shall furnish Lender with a copy of all tax returns of Borrower.
Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to
time.


 


(iii) 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
all certified as true and correct in all material respects by the Member of Borrower, all as acceptable to Lender in form and substance:


 


1. 
With unaudited financial statements of Borrower, setting forth the balance sheet of Borrower as of the end of such quarter, and the
statements of income, cash flows, and retained earnings of Borrower for such 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;


 






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2.
A detailed collateral pool worksheet (the “Collateral Pool Worksheet”) reasonably acceptable to Lender in form
and substance showing, without limitation, the following: (A) the certificate of title number, if applicable; (B) the VIN, serial number,
HUD data label number, and other permanent identification number, if applicable, which number shall be the same number appearing on any
certificate of title to the Home; (C) the manufacturer; (D) the model number, if known; (E) the year of manufacture; (F) size; (G) the
Community and lot within the Community in which the Home is located; (H) if the Home has been leased, with or without option to purchase,
pursuant to a Lease, the name and address of the Tenant who leases the Home from, and entered into the Lease with, Borrower, along with
the most recent contact information for such Tenant, and all reasonable and customary detail regarding the terms of the Lease, including,
without limitation, security deposit amount, original monthly lease payment amount, lease rate increase amounts, original term of lease,
term remaining, past due payment detail to include trailing twelve month past due history; (I) each Lease that is in default (and
if none, then a certification that no Leases are in default); (J) for each Lease that is in default, the nature and timing of the
default; (K) a description of each Lease entered into during the prior calendar quarter; (L) all new and terminated Leases occurring
during the prior calendar quarter; (M) a rent roll of all leases of lots of the Community and all Homes; and (N)  such other information
as Lender may reasonably require.


 


(iv)
On the same date as delivery of the reports in subsection (iii) for the period ending December 31st, a compliance
certificate from the Member of Borrower (1) containing all information and calculations necessary for determining compliance by Borrower
with the financial covenants in Section 5.2 of this Agreement which require compliance as of the end of each calendar year,
(ii) containing Borrower’s calculation of such financial covenant, and (iii) stating that Borrower has not obtained any knowledge
of any Event of Default.


 


(v)  As
soon as available, and in any event within one hundred twenty (120) 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 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.


 


(d)
Compliance. Borrower will comply in all material respects with all laws, ordinances, rules, regulations, judgments, orders,
injunctions, writs and decrees of any government or political subdivision or agency thereof, or any court or similar entity established
by any of them, to which Borrower, or any of the 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, 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.


 






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(e)
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 the Property, except where Borrower promptly and diligently contests in good faith
by appropriate proceedings and Borrower has established adequate reserves therefore. 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.


 


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


 


(i)  Fire
and Extended Coverage. Fire, hazard and extended coverage insurance protecting against, but not limited to, fire, theft,
malicious mischief, vandalism, and such other hazards as Lender may reasonably require Borrower to carry for, and at the full
replacement cost of any improvements upon the Premises and the Homes, 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.


 


(ii) 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, 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.


 


(iii) Worker’s
Compensation. Worker’s compensation insurance covering Borrower, 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.


 


(iv)  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.


 






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(v)
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 commencing with Borrower’s
commencement of operations on the Premises and continue in full force and effect for the duration of the Loan.


 


(vi)  
Additional Insurance. Such other insurance, in such amounts and for such terms, as may from time to time be reasonably required
by Lender 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 the Property, the height and type of the
improvements thereon, and the construction, location, use and occupancy thereof.


 


(g)  Collection
of Insurance Proceeds. Should any loss occur to the insured Property, Lender is hereby appointed attorney in fact for Borrower
to make proof of loss if Borrower fails to do so promptly, and to receipt for any sums collected under said policies, which sums, or
any part thereof, at the option of Lender, may be applied either as payment on the Obligations or to the restoration or repair of
the Property so damaged or destroyed. Borrower promptly will give written notice to Lender of any loss or damage to the Property and
will not adjust or settle such loss without the written consent of Lender. In the event of any default under any Loan Document, all
right, title and interest of Borrower in and to any insurance policies then in force, and particularly to the unearned premiums
therein and existing claims thereunder, shall pass to Lender, which, at its option and as attorney in fact for Borrower, may make,
settle and give binding acquittances for claims under said policies and may assign and transfer said policies or cancel and
surrender the same applying any unearned premiums in such manner as Borrower may elect.


 


(h)  
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.


 


(i)  Notice.
Borrower will promptly give Lender written notice of the occurrence of any of the following:


 


(i)  knowledge
by Borrower or Guarantor of the occurrence of a Default or Event of Default hereunder;


 


(ii)  the
receipt by Borrower of any notice from, or the taking of any other action by, the holder of any promissory note or other evidence of
indebtedness of Borrower or of any security therefore, with respect to a claimed default;


 


(iii) the institution
of any legal, judicial, administrative, regulatory or arbitration action, suit or proceeding affecting Borrower which, if adversely determined,
would or could have a Material Adverse Effect on such Borrower’s business or financial condition;


 


(iv)
the occurrence of any Material Adverse Change in the assets, liabilities, financial condition, business, operations, affairs, or
circumstances of Borrower, or any deviation in or change from the representations, warranties or covenants of Borrower in this Agreement
or in the other Loan Documents;


 






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(v)
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


 


(vi)
the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Substances affecting Borrower, the
Premises or any real property adjoining or adjacent to the Premises, or any complaint, order, citation or notice with regard to any Environmental
Law.


 


(j)  Indemnification.


 


(i)  Other
than those arising solely out of a state of facts that first came into existence after Indemnitee (as defined below), any receiver
or any third party acquired title to the Property through foreclosure, deed in lieu thereof or otherwise, 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 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, bad faith 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, in the event
of an actual, potential or perceived conflict of interest, or if Borrower is not adequately defending the Indemnitees, 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.


 


(ii)  
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..


 






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(k)
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.


 


(l)  Taxes.
Borrower shall pay and discharge promptly all taxes and governmental charges, levies, and assessments affecting Borrower or its
Properties, and provide annual 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.


 


(m)  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, 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 attorney’s fees of Lender. Borrower shall also be responsible for all
reasonable attorneys’ fees, costs and expenses that Lender incurs in protecting, preserving, or enforcing its interest in any
collateral under the Loan Document.


 


(n) 
Filing Applications for Certificates of Title. As soon as possible, but in no event later than thirty (30) business days
from the Closing Date, Borrower shall (i) file with the appropriate state agency completed and executed applications for
certificates of title for the Homes (“Applications”), and (ii) pay the required filing fee. The Applications
shall list the Borrower as the owner of the Homes, Lender as the first lienholder, and no other lienholders. The Applications shall
provide that the original certificates of title (“Certificates”) shall be mailed directly to Lender upon
issuance.


 


(o)
Original Certificates. Lender must receive Certificates for the Homes within sixty (60) days from the Closing Date. If Borrower
is ever in possession of a Certificate for a Home, Borrower shall within three (3) business days after coming into possession, deliver
the Certificate to Lender by overnight delivery. While in possession of a Certificate, Borrower agrees it will hold the Certificate in
trust for Lender.


 


(p)
Guidelines. Borrower shall only lease lots and Homes to Tenants of the Community who meet the Guidelines. All Leases shall
adhere to and conform in all material respects with the Guidelines, and the Guidelines shall not be modified or amended without the Lender’s
prior written approval, which shall not be unreasonably withheld or delayed.


 






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(q)  Leases.
As soon as possible, but in no event later than ten (10) business days after Borrower leases, with or without option to purchase, a
Home to a Tenant pursuant to a Lease, Borrower shall provide Lender a true and correct copy of each fully executed Lease and all
Lease Documents related thereto. From and after the Effective Date, Borrower shall lease Homes to Tenants using only the Approved
Home Lease and shall lease lots to Tenants using only the Approved Lot Lease. Upon Lender’s written request, Borrower shall promptly
provide Lender a true and correct copy of each fully executed Lease not otherwise provided. Borrower shall execute or cause to be
executed only one original Lease on the Approved Home Lease or Approved Lot Lease. Until the Indebtedness is paid in full and all
other obligations of Borrower to be performed under the Loan Documents shall have been performed, Borrower shall include on the
front page of each current Approved Home Lease and all future Approved Home Leases the legend “This document has been assigned
to FirstBank, 520 W. Summit Hill Dr., Suite 801, Knoxville TN, 37902. Any subsequent assignee or possessor hereof shall take subject
to the interests of FirstBank.”


 


(r)  Sale
of a Home. In the event Borrower desires to sell a Home securing the Loan, then Borrower agrees that concurrently with the
closing of the sale Borrower shall pay Lender an amount equal to twenty-five percent (25%) of the net proceeds of such sale. Lender
shall first apply any amount paid by Borrower pursuant to this Section 5.1(r) to the payment of Lender’s reasonable fees and
expenses incurred in connection with the transaction including reasonable attorney’s fees, second to the payment of accrued unpaid
interest then due and payable under the Note and then to the payment of unpaid principal due under the Note. Upon request by
Borrower prior to the closing of the sale of the Home, Lender will execute and deliver to Borrower all documents reasonably required
by Borrower to release Lender’s security interest in the 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 attorneys’
fees. Payments made pursuant to this Section shall not incur any premium or penalty when made under Section 2.3 or
otherwise. Notwithstanding the forgoing, no Home financed by Lender pursuant to the Affiliated Home Owner Loan shall ever be
Property of Borrower and this subsection shall not apply to any Home financed by Lender pursuant to the Affiliated Home Owner
Loan.


 


(s)  Maintenance
and Inspection. Borrower will not commit or knowingly permit damage to or destruction of the Premises or Property. Lender and
its representatives, at Borrower’s cost and expense, may inspect the Premises and Property at any time during normal business hours
and subject to the rights of occupants of the homes. Notwithstanding the forgoing, Borrower shall be responsible for the payment of
only one such Lender inspection in any given calendar year unless the inspections occur during the continuance of an Event of
Default in which event Borrower shall be responsible for the payment of all reasonable costs and expenses of Lender for such
inspections.


 


(t)  Administration
Fee. Borrower shall pay to Lender an annual administrative fee of $7,500.00, payable semiannually in the amount of $3,750.00
commencing on June 10, 2022 and continuing on each Due Date (as such term is defined in the Note) every six (6) months
thereafter.


 


(u)  Deposit
Account. At Closing, and for so long as any Obligation remains outstanding, Borrower shall establish, fund, and maintain
with Lender all operating deposit accounts from which Borrower shall manage all revenue and expenses of Borrower’s business.


 






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Section 5.2
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:


 


(a)
Borrower shall maintain a minimum Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated on the twelve (12)-month
trailing period ending as of December 31st of each year, beginning December 31, 2021. Compliance with this financial covenant shall be
verified by Lender and in the event of a material difference between Borrower’s calculation of a financial covenant and Lender’s determination
of a financial covenant, Lender’s determination shall govern absent manifest error.


 


(b)
Borrower and Affiliated Home Owner shall maintain a minimum Global Debt Service Coverage Ratio of 1.25:1. This ratio is to be calculated
on the twelve (12)-month trailing period ending as of December 31st of each year, beginning December 31, 2021, and then every twelve months
thereafter. Compliance with these financial covenants shall be verified by Lender and in the event of a material difference between Borrower’s
calculation of a financial covenant and Lender’s determination of a financial covenant, Lender’s determination shall govern absent manifest
error.


 


(c)
For purposes of this Section 5.2, the following terms shall have the following meanings:


 


(i)
“Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the Gross Cash Flow
of Borrower, divided by the Debt Service of Borrower, certified by Borrower’s manager and verified by Lender.


 


(ii)
“Global Debt Service Coverage Ratio” means for the applicable annual period, the ratio of the sum of the
Gross Cash Flow (as defined herein) of Borrower and Affiliated Home Owner
that is related to Homes owned by Affiliated Home Owner that are financed by Lender and located upon the Premises, divided by the sum
of the Debt Service (as defined herein) of Borrower and Affiliated Home
Owner that is related to Homes owned by Affiliated Home Owner that are financed by Lender and located upon the Premises, certified by
Borrower’s Member and verified by Lender. 


 


(iii)
“Debt Service” means, for any period, all annual debt service, including principal and interest payments, due
on all debt obligations during the applicable period. “Gross Cash Flow” means, for any period, an amount equal to the
sum of (1) Net Income, plus (2) 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 generally accepted accounting principles, plus (3)
cash contributions by owners, less (4) distributions to owners. “Net Income” means, for any period, the net income (or
loss) for such period in accordance with generally accepted accounting principles, but excluding therefrom (to the extent otherwise included
therein) (1) any extraordinary gains or losses, (2) any gains attributable to write-ups of assets, and (3) any security deposits or other
type of deposits or advance rentals paid by Tenants or Homeowners.


 


Section 5.3
Negative Covenants. Borrower hereby covenants and agrees with Lender that, without Lender’s prior written consent, Borrower
will not:


 


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


 


(b)
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.


 






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(c)
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.


 


(d)
Liens. Create, incur, assume or suffer to exist any Lien on the Premises, except the Liens created pursuant to the Loan
Documents. Borrower shall remove or cause to be removed any Lien upon the Premises within thirty (30) days of Borrower’s receipt
of notice 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 therefore in Lender’s sole discretion.


 


(e)
Hazardous Substances. 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.


 


(f)  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.


 


(g)  
Proceeds. Permit the proceeds of the Note to be used for any purpose other than those permitted under this Agreement.


 


(h)  Transfer
of Premises or Property. Sell, assign, transfer or otherwise dispose of the Property and/or the Premises, except
contemporaneously with the payoff of the Loan and the Affiliated Home Owner Loan.


 


(i)  Change
of Ownership/Management. Permit any change in ownership or management of Borrower. In addition, Borrower shall not cause or
allow (i) the day-to-day management of the Property and Community to be controlled by anyone except Guarantors and/or any Person
directly or indirectly controlled by Guarantors.


 


(j)  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). For purposes hereof, until October 10, 2023, the
declaration or making of any dividend or other shareholder distribution shall be included within the prohibition against disposition
of assets contained herein. Notwithstanding the forgoing, following October 10, 2023, Borrower
shall not declare or make any dividend or other shareholder or owner distribution except where the following conditions are
satisfied on or before such dividend or distribution: (1) no default, Event of Default, or Material Adverse Effect (or no event,
which with the giving of notice or passage of time or both would constitute the same) shall have occurred and be continuing
hereunder and all representations and warranties of Borrower set forth in the Loan Documents shall be true and correct in all
material respects on and as of the date of such dividend or distribution; and (2) immediately after the dividend or distribution
Borrower is in compliance with the financial covenants set forth in Section 5.2 herein, where such covenants are tested on or before
the date of the dividend or distribution (and to include the dividend or distribution) and calculated on the twelve (12)-month
trailing period based upon the updated financial statements of Borrower and Affiliated Home Owner that are to be delivered with any
written request by Borrower for the dividend or distribution.


 






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(k)
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.


 


(l)  
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.


 


(m)
Negative Accounts Receivable. Pay or repay any amounts arising from or related to negative accounts receivable or the general
ledger number 1017 of Borrower, including, without limitation, that set forth on the general ledger number 1017 of Borrower.


 


ARTICLE VI

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 6.1
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 not remedied within ten (10) calendar days after written
notice thereof is given to Borrower.


 


Section 6.2
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 6.3
Other Defaults. Failure to perform or observe any term, condition, or covenant contained in this Agreement or any Loan Document,
other than a term or covenant that requires the payment of money or breach of a representation or warranty, and the default continues
unremedied for a period of thirty (30) days after the earlier of (a) the date upon which Borrower or Guarantor knew of the failure; or
(b) if the failure is known to Lender, 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.


 


Section 6.4
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
sixty (60) 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 sixty (60) 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 sixty (60) 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.


 






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Section 6.5
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 6.6
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 6.7
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 6.8
Other Loan Documents. A default or Event of Default (as defined therein) shall occur under any other Loan Document.


 


Section 6.9
Guarantor Defaults. The occurrence of any of the foregoing with regard to any Guarantor.


 


Section 6.10
Default of Affiliated Home Owner. Subject to any applicable grace or cure period, if the Affiliated Home Owner fails to make
any payment due on any Debt, including, but not limited to the Affiliated Home Owner Loan, or any event shall occur or any condition shall
exist in respect of any Debt of the Affiliated Home Owner, or under any agreement evidencing, governing, securing or relating to such
Debt, including the Affiliated Home Owner Loan, the effect of which is a default or event of default thereunder or to cause or to permit
any holder of such Debt or a trustee to cause (whether or not such holder or trustee elects to cause) such Debt, or a portion thereof,
to become due prior to its stated maturity or prior to its regularly scheduled date of payment.


 


ARTICLE VII

REMEDIES OF LENDER


 


Section 7.1
Acceleration. Upon the occurrence 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 Indebtedness
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 6.4 herein, all Indebtedness 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.


 






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Section 7.2
No Further Advances. Upon the occurrence 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 6.4, all commitments shall automatically terminate).


 


Section 7.3
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 7.4
Right of Setoff. Upon the occurrence 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 (general or special, time
or demand, provisional or final) at any time held in other than a fiduciary account, 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 7.5
Appointment of Receiver. Upon the occurrence of an uncured Event of Default, Lender shall, at its option, be entitled to appoint
a receiver to collect any income from the 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 7.6
Remedies under UCC; Other Loan Documents. Upon the occurrence 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 7.7
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 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.


 






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Section 7.8
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 7.9
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 VIII

MISCELLANEOUS


 


Section 8.1
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 8.2
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 8.3
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.


 






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Section 8.4
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.


 


Section 8.5
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 8.6
Time. TIME IS OF THE ESSENCE WITH REGARD TO EACH AND EVERY PROVISION HEREOF.


 


Section 8.7
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:	 	FirstBank
	 	 	 	520 W. Summit Hill Dr., Suite 801
	 	 	 	Knoxville, Tennessee 37902
	 	 	 	Attn: Chris
    Price
	 	 	 	 
	 	with copy to:	 	Bolder, PLLC
	 	 	 	504 Old Tavern Circle
	 	 	 	Knoxville, Tennessee 37934
	 	 	 	Attn: Jake Kraemer
	 	 	 	 
	 	TO BORROWER:	 	Springlake MHP LLC
	 	 	 	136 Main Street
	 	 	 	Pineville, NC 28134
	 	 	 	Attention: Raymond M. Gee
	 	 	 	 
	 	with copy to:	 	Whiteford, Taylor & Preston, L.L.P.
	 	 	 	Two James Center
	 	 	 	1021 E. Cary Street, Suite 1700
	 	 	 	Richmond, Virginia 23219
	 	 	 	Attn: Katja H. Hill



 


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.


 






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Section 8.8
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 copy of this Agreement executed
by one or more of the parties (an “Executed Copy”) is sent by electronic transmission, (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.


 


Section 8.9
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 8.10 Jury Trial
Waiver. 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 8.11
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 8.12 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 advisable.


 


Section 8.13
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]


 




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


 


	 	BORROWER:
	 	 
	 	SPRINGLAKE MHP LLC
	 	 
	 	By:	Manufactured Housing Properties Inc., a Nevada corporation, its Sole Member
	 	 	 
	 	By:
    	/s/ Michael Z. Anise
	 	 	Michael Z. Anise, President



 


	STATE
OF	North Carolina	 
	COUNTY
OF	Mecklenburg	 



 


Before me, the undersigned,
a Notary Public of said County and State, personally appeared Michael Z. Anise, 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 SPRINGLAKE MHP LLC, a Georgia 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 10 day
of November, 2021.


 


		/s/ Jonathan Visconti
		Notary Public



 


My Commission Expires: 3/15/2022


 






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


 


		LENDER:
	 	 
		FIRSTBANK
	 	 	 
		By:	/s/ Owen B. Ray II
			Owen B. Ray II, 

MH Relationship Manager, VP



 




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EXHIBIT A


 


HOMES


 


None.


 


 


28