Exhibit 10.3


 


Prepared by and after recording return to:


Jake Kraemer


Bolder, PLLC


504 Old Tavern Circle


Knoxville, TN 37934


 


DEED TO SECURE DEBT,


ASSIGNMENT OF LEASES AND RENTS,


SECURITY AGREEMENT AND FIXTURE FILING


 


This DEED TO SECURE DEBT,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as amended, restated, replaced, supplemented, or otherwise modified
from time to time, the “Security Instrument”) is executed effective as of November 12, 2021 by SPRINGLAKE
MHP LLC, a Georgia limited liability company, whose address is 136 Main Street, Pineville, NC 28134, as grantor (“Borrower”),
to and for the benefit of FIRSTBANK, a Tennessee corporation, whose address is 520 W. Summit Hill Dr., Suite 801, Knoxville, TN
37902, as grantee (“Lender”).


 


RECITALS


 


Borrower, in consideration
of (i) the loan in the original principal amount of Four Million Sixteen Thousand Two Hundred Fifty And No/100 Dollars ($4,016,250.00)
(the “ Loan”) evidenced by that certain Promissory Note dated as of the date of this Security Instrument, executed by
Borrower and made payable to the order of Lender maturing on December 10, 2026 (as amended, restated, replaced, supplemented, or otherwise
modified from time to time, the “Note”), (ii) that certain Loan Agreement dated as of the date of this Security Instrument,
executed by and between Borrower and Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the
“Loan Agreement”); (iii) the security title created and transferred to Lender by this Security Instrument, and to
secure to Lender the repayment of the Indebtedness (as defined in this Security Instrument), and all renewals, extensions and modifications
thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents (as defined in the Loan Agreement),
irrevocably and unconditionally grants, warrants, conveys, bargains, sells, and assigns to and for the benefit of Lender, with power of
sale and right of entry and possession, the Mortgaged Property (as defined in this Security Instrument), including the real property located
in Houston County, State of Georgia, and described in Exhibit A attached to this Security Instrument and incorporated herein
by reference (the “Land”), to have and to hold such Mortgaged Property unto Lender and Lender’s successors and
assigns, forever; Borrower hereby releasing, relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits,
if any, under and by virtue of the homestead exemption laws of the Property Jurisdiction (as defined in this Security Instrument), if
applicable.


 






     


     


    

 


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


 


NOW, THEREFORE, Borrower and (by
its acceptance hereof) Lender covenants and agrees as follows:


 


1. Defined
Terms.


 


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


 


“Accounts” means all money, funds,
investment property, accounts, general intangibles, deposit accounts, chattel paper, documents, instruments, judgments, claims, settlements
of claims, causes of action, refunds, rebates, reimbursements, reserves, deposits, subsidies, proceeds, products, Rents, and profits,
now or hereafter arising, received or receivable, from or on account of the management and operation of the Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Impositions” means


 


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


 


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


 


(c) Taxes;
and


 


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


 


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


 


“Indebtedness” means the principal
of, interest on, and all other amounts due at any time under the Note, the Loan Agreement, this Security Instrument, or any other Loan
Document, including, but not limited to, Prepayment Premiums, late charges, interest charged at the Default Rate, and accrued interest
as provided in the Loan Agreement and this Security Instrument, advances, costs and expenses to perform the obligations of Borrower or
to protect the Mortgaged Property or the security of this Security Instrument, all other monetary obligations of Borrower under the Loan
Documents, including amounts due as a result of any indemnification obligations, and any Enforcement Costs.


 






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“Land” means the real property
described in Exhibit A attached to this Security Instrument and incorporated herein by reference.


 


“Leases” means all present and
future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written,
covering or affecting the Mortgaged Property, including, without limitation, the Sites, or any portion of the Mortgaged Property, and
all modifications, extensions or renewals thereof.


 


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


 


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


 


(a) the
Land;


 


(b) the
Improvements;


 


(c) the
Personalty;


 


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


 


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


 


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


 


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


 


(h) all
Leases and Rents;


 


(i) earnings,
royalties, accounts receivable, issues and profits from the Land, the Improvements or any other part of the Mortgaged Property, and all
undisbursed proceeds of the Loan;


 






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(j) Imposition
Deposits;


 


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


 


(l) tenant
security deposits;


 


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


 


(n) collateral
accounts and all collateral account funds;


 


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


 


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


 


(q) all
of Borrower’s Accounts and contracts.


 


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


 


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


 


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


 


“Property Jurisdiction” means
the jurisdiction in which the Land is located.


 


“Rents” means all rents (whether
from residential or non-residential space), revenues and other income from the Land or the Improvements, whether now due, past due, or
to become due, and tenant security deposits.


 


“Site” means a lot in the Mortgaged
Property leased to a Person under a Lease.


 






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


 


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


 


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


 


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


 


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


 


2. Grant.


 


(a) In
consideration of the Indebtedness, the security title created and transferred to Lender by this Security Instrument and all renewals,
extensions and modifications thereof, and the performance of the covenants and agreements of Borrower contained in the Loan Documents,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower irrevocably and unconditionally
grants, warrants, conveys, bargains, sells, and assigns to and for the benefit of Lender, with power of sale and right of entry and possession,
the Mortgaged Property, including the Land, to have and to hold such Mortgaged Property unto Lender and Lender’s successors and assigns,
forever; Borrower hereby releasing, relinquishing and waiving, to the fullest extent allowed by law, all rights and benefits, if any,
under and by virtue of the homestead exemption laws of the Property Jurisdiction, if applicable.


 


(b) Borrower
represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, warrant,
convey, bargain, sell, and assign the Mortgaged Property, and that the Mortgaged Property is not encumbered by any Lien other than Permitted
Encumbrances. Borrower covenants that Borrower will warrant and defend the title to the Mortgaged Property against all claims and demands
other than Permitted Encumbrances.


 


3. Security
Agreement; Fixture Filing.


 


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


 






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


 


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


 


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


 


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


 


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


 






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(c) If
an Event of Default has occurred and is continuing, without the necessity of Lender entering upon and taking and maintaining control of
the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction,
the revocable license granted to Borrower pursuant to Section 4(b) shall automatically terminate, and Lender shall immediately have
all rights, powers and authority granted to Borrower under any Lease (including the right, power and authority to modify the terms of
any such Lease, or extend or terminate any such Lease) and, without notice, Lender shall be entitled to all Rents as they become due and
payable, including Rents then due and unpaid. During the continuance of an Event of Default, Borrower authorizes Lender to collect, sue
for and compromise Rents and directs each tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender, and Borrower
shall, upon Borrower’s receipt of any Rents from any sources, pay the total amount of such receipts to Lender. Although the foregoing
rights of Lender are self-effecting, at any time during the continuance of an Event of Default, Lender may make demand for all Rents,
and Lender may give, and Borrower hereby irrevocably authorizes Lender to give, notice to all tenants of the Mortgaged Property instructing
them to pay all Rents to Lender. No tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default,
and no tenant shall be obligated to pay to Borrower any amounts that are actually paid to Lender in response to such a notice. Any such
notice by Lender shall be delivered to each tenant personally, by mail or by delivering such demand to each rental unit.


 


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


 


(e) Notwithstanding
any other right provided Lender under this Security Instrument or any other Loan Document, if an Event of Default has occurred and is
continuing, and regardless of the adequacy of Lender’s security or Borrower’s solvency, and without the necessity of giving prior notice
(oral or written) to Borrower, Lender may apply to any court having jurisdiction for the appointment of a receiver for the Mortgaged Property
to take any or all of the actions set forth in Section 4. If Lender elects to seek the appointment of a receiver for the Mortgaged
Property at any time after an Event of Default has occurred and is continuing, Borrower, by its execution of this Security Instrument,
expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte, if permitted by applicable
law. Borrower consents to shortened time consideration of a motion to appoint a receiver. Lender or the receiver, as applicable, shall
be entitled to receive a reasonable fee for managing the Mortgaged Property and such fee shall become an additional part of the Indebtedness.
Immediately upon appointment of a receiver or Lender’s entry upon and taking possession and control of the Mortgaged Property, possession
of the Mortgaged Property and all documents, records (including records on electronic or magnetic media), accounts, surveys, plans, and
specifications relating to the Mortgaged Property, and all security deposits and prepaid Rents, shall be surrendered to Lender or the
receiver, as applicable.  If Lender or receiver takes possession and control of the Mortgaged Property, Lender or receiver may exclude
Borrower and its representatives from the Mortgaged Property.


 






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(f) The
acceptance by Lender of the assignments of the Leases and Rents pursuant to this Section 4 shall not at any time or in any event
obligate Lender to take any action under any Loan Document or to expend any money or to incur any expense. Lender shall not be liable
in any way for any injury or damage to person or property sustained by any Person in, on or about the Mortgaged Property. Prior to Lender’s
actual entry upon and taking possession and control of the Land and Improvements, Lender shall not be:


 


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


 


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


 


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


 


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


 


(g) Lender
shall be liable to account only to Borrower and only for Rents actually received by Lender. Lender shall not be liable to Borrower, anyone
claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of any act or omission of Lender under
this Section 4, and Borrower hereby releases and discharges Lender from any such liability to the fullest extent permitted by law,
provided that Lender shall not be released from liability that occurs as a result of Lender’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction pursuant to a final, non-appealable court order. If the Rents are not sufficient to meet
the costs of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Lender for such purposes
shall be added to, and become a part of, the principal balance of the Indebtedness, be immediately due and payable, and bear interest
at any default rate from the date of disbursement until fully paid. Any entering upon and taking control of the Mortgaged Property by
Lender or the receiver, and any application of Rents as provided in this Security Instrument, shall not cure or waive any Event of Default
or invalidate any other right or remedy of Lender under applicable law or provided for in this Security Instrument or any Loan Document.


 






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5. Reserved.


 


6. Protection
of Lender’s Security.


 


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


 


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


 


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


 


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


 


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


 


Any amounts so disbursed or
paid by Lender shall be added to, and become part of, the principal balance of the Indebtedness, be immediately due and payable and bear
interest at any default rate from the date of disbursement until fully paid. The provisions of this Section 5 shall not be deemed
to obligate or require Lender to incur any expense or take any action.


 


7. Default;
Acceleration; Remedies.


 


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


 


(b) Borrower
acknowledges that the power of sale granted in this Security Instrument may be exercised or directed by Lender without prior judicial
hearing and hereby appoints Lender as Borrower’s agent and attorney-in-fact to exercise such power of sale in the name and on behalf of
Borrower. In the event Lender invokes the power of sale:


 


(1) Borrower
hereby authorizes and empowers Lender to take possession of the Mortgaged Property, or any part thereof, and hereby grants to Lender a
power of sale and authorizes and empowers Lender to sell (or, in the case of the default of any purchaser, to resell) the Mortgaged Property
or any part thereof, in compliance with applicable law, including compliance with any and all notice and timing requirements for such
sale;


 






    10


     


    

 


(2) Lender
may sell and dispose of the Mortgaged Property at public auction, at the usual place for conducting sales at the courthouse in the county
where all or any part of the Mortgaged Property is located, to the highest bidder for cash, first advertising the time, terms and place
of such sale by publishing a notice of sale once a week for four (4) consecutive weeks (without regard to the actual number of days)
in a newspaper in which serves as the official publication of legal notices and advertisements in such county, all other notice being
waived by Borrower; and Lender may thereupon execute and deliver to the purchaser a sufficient instrument of conveyance of the Mortgaged
Property, which may contain recitals as to the happening of the Event of Default upon which the execution of the power of sale granted
by this Section 6 depends. The recitals in the instrument of conveyance shall be presumptive evidence that Lender duly complied with
all preliminary acts prerequisite to the sale and instrument of conveyance. Borrower constitutes and appoints Lender as Borrower’s agent
and attorney-in-fact to make such recitals, sale and conveyance;


 


(3) the
power and agency granted in this Section 6 are coupled with an interest, are irrevocable by death or otherwise, and are in addition
to the remedies for collection of the Indebtedness as provided by law. Borrower ratifies all of Lender’s acts, as such attorney-in-fact,
and Borrower agrees that such recitals shall be binding and conclusive upon Borrower and that the conveyance to be made by Lender (and
in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest, equity
of redemption, including all statutory redemption, homestead, dower, curtsey, and all other exemptions of Borrower, or its successors
in interest, in and to the Mortgaged Property; and


 


(4) the
Mortgaged Property may be sold in one (1) parcel and as an entirety, or in such parcels, manner or order as Lender, in its discretion,
may elect, and one (1) or more exercises of the powers granted in this Section 6 shall not extinguish or exhaust the power unless
the entire Mortgaged Property is sold or the Indebtedness is paid in full, and Lender shall collect the proceeds of such sale, applying
such proceeds as provided in this Section 6. In the event of a deficiency, Borrower shall immediately on demand from Lender pay such
deficiency to Lender, subject to the provisions of the Note limiting Borrower’s personal liability for payment of the Indebtedness. Borrower
waives all rights, claims, and defenses with respect to Lender’s ability to obtain a deficiency judgment. Borrower acknowledges that Lender
may bid for and purchase the Mortgaged Property at any foreclosure sale and shall be entitled to apply all or any part of the Indebtedness
as a credit to the purchase price.


 


(c) If
the Mortgaged Property is sold pursuant to this Section 6, Borrower, or any person holding possession of the Mortgaged Property through
Borrower, shall surrender possession of the Mortgaged Property to the purchaser at such sale on demand. If possession is not surrendered
on demand, Borrower or such person shall be a tenant holding over and may be dispossessed in accordance with Georgia law.


 


(d) Borrower
covenants and agrees that Lender shall apply the proceeds of any sale in the following order:


 


(1) to
all reasonable costs and expenses of the sale, including reasonable attorneys’ fees and costs associated with title evidence and the reasonable
cost of such other professionals who provided services in connection with the sale or establishing a deficiency, if any;


 


(2) to
the Indebtedness in such order as Lender, in Lender’s discretion, directs; and


 


(3) the
excess, if any, to the person or persons legally entitled to the excess.


 






    11


     


    

 


(e) In
connection with the exercise of Lender’s rights and remedies under this Security Instrument and any other Loan Document, there shall be
allowed and included as Indebtedness: (1) all expenditures and expenses authorized by applicable law and all other expenditures and expenses
which may be paid or incurred by or on behalf of Lender for reasonable legal fees, appraisal fees, outlays for documentary and expert
evidence, stenographic charges and publication costs; (2) all expenses of any environmental site assessments, environmental audits, environmental
remediation costs, appraisals, surveys, engineering studies, wetlands delineations, flood plain studies, and any other similar testing
or investigation deemed necessary or advisable by Lender incurred in preparation for, contemplation of or in connection with the exercise
of Lender’s rights and remedies under the Loan Documents; and (3) costs (which may be reasonably estimated as to items to be expended
in connection with the exercise of Lender’s rights and remedies under the Loan Documents) of procuring all abstracts of title, title searches
and examinations, title insurance policies, and similar data and assurance with respect to title as Lender may deem reasonably necessary
either to prosecute any suit or to evidence the true conditions of the title to or the value of the Mortgaged Property to bidders at any
sale which may be held in connection with the exercise of Lender’s rights and remedies under the Loan Documents. All expenditures and
expenses of the nature mentioned in this Section 6 and such other expenses and fees as may be incurred in the protection of the Mortgaged
Property and rents and income therefrom and the maintenance of the lien of this Security Instrument, including the fees of any attorney
employed by Lender in any litigation or proceedings affecting this Security Instrument, the Note, the other Loan Documents, or the Mortgaged
Property, including bankruptcy proceedings, any Foreclosure Event, or in preparation of the commencement or defense of any proceedings
or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and shall be
immediately due and payable by Borrower, with interest thereon at any default rate until paid.


 


(f) Any
action taken by Lender pursuant to the provisions of this Section 6 shall comply with the laws of the Property Jurisdiction. Such
applicable laws shall take precedence over the provisions of this Section 6, but shall not invalidate or render unenforceable any
other provision of any Loan Document that can be construed in a manner consistent with any applicable law. If any provision of this Security
Instrument shall grant to Lender (including Lender acting as a mortgagee-in-possession) or a receiver appointed pursuant to the provisions
of this Security Instrument any powers, rights or remedies prior to, upon, during the continuance of or following an Event of Default
that are more limited than the powers, rights, or remedies that would otherwise be vested in such party under any applicable law in the
absence of said provision, such party shall be vested with the powers, rights, and remedies granted in such applicable law to the full
extent permitted by law.


 


8. Waiver
of Statute of Limitations and Marshaling.


 


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


 






    12


     


    

 


9. Waiver
of Redemption; Rights of Tenants.


 


(a) Subject,
in any event, to Section 12(c) hereof, Borrower hereby covenants and agrees that it will not at any time apply for, insist upon,
plead, avail itself, or in any manner claim or take any advantage of, any appraisement, stay, exemption or extension law or any so-called
“Moratorium Law” now or at any time hereafter enacted or in force in order to prevent or hinder the enforcement or foreclosure
of this Security Instrument. Without limiting the foregoing:


 


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


 


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


 


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


 


10. Notice.


 


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


 


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


 


(2) addressed
to the intended recipient at its respective address set forth above; and


 


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


 


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


 


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


 


(b) Any
party to this Security Instrument may change the address to which notices intended for it are to be directed by means of notice given
to the other party in accordance with this Section 9.


 


(c) Any
required notice under this Security Instrument which does not specify how notices are to be given shall be given in accordance with this
Section 10.


 






    13


     


    

 


11. Mortgagee-in-Possession.


 


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


 


12. Release
and Reconveyance.


 


Upon payment in full of the
Indebtedness, Lender shall cause the release of this Security Instrument and the reconveyance of the Mortgaged Property to Borrower, and
Borrower shall pay Lender’s costs incurred in connection with such release and reconveyance.


 


13. Georgia
State Specific Provisions.


 


(a) To
the fullest extent permitted by law, Borrower agrees that Borrower will not at any time insist upon, plead, claim or take the benefit
or advantage of any present or future law providing for any appraisement, valuation, stay, extension or redemption, homestead, moratorium,
reinstatement, marshaling or forbearance, and Borrower, for Borrower, Borrower’s heirs, devisees, representatives, successors and assigns,
and for any and all persons ever claiming any interest in the Mortgaged Property, to the fullest extent permitted by law, waives and releases
all rights of redemption, valuation, appraisement, stay of execution, reinstatement (including all rights under O.C.G.A. Section 44-14-85),
notice of intention to mature or declare due the whole of the Indebtedness, and all rights to a marshaling of assets of Borrower, including
the Mortgaged Property.


 


(b) This
Security Instrument secures future advances.


 


(c) This
conveyance is intended to and shall constitute and be construed as (1) a deed passing fee title to the Mortgaged Property to Lender, and
is made under those provisions of the existing laws of the State of Georgia (O.C.G.A. Section 44-14-60 et seq.) relating to
conveyances and deeds to secure debt (a/k/a “security deed”), and not a mortgage, and is given to secure the payment and performance
of the Indebtedness, and (2) a security agreement pursuant to the provisions of the Uniform Commercial Code of Georgia, Title 11
of the Official Code of Georgia. Moreover, use of the terms “Mortgaged Property,” whether in this Security Instrument or in
any other Loan Document, shall not be construed to mean that this Security Instrument is a mortgage.


 






    14


     


    

 


(d) Lender’s
acceptance, if any, of an assumption of the obligations of this Security Instrument and the Note, and the release of Borrower pursuant
to the Loan Agreement, shall not constitute a novation and shall not affect the priority of the lien created by this Security Instrument.


 


(e) The
interest of Lender under this Security Instrument and the liability and obligation of Borrower for the Indebtedness arise from a “commercial
transaction” within the meaning of O.C.G.A. Section 44-14-260(1). Accordingly, pursuant to O.C.G.A. Section 44-14-263,
Borrower waives any and all rights which Borrower may have to notice (other than as may be expressly provided for herein) prior to seizure
by Lender of any interest in personal property of Borrower which constitutes part of the Mortgaged Property, whether such seizure is by
writ of possession or otherwise.


 


(f) In
all events where Borrower may be obligated to pay all reasonable costs, expenses and attorneys’ fees incurred by Lender in connection
with the Loan Documents, “reasonable attorneys’ fees” or words of similar import shall in all events mean reasonable attorneys’
fees, actually incurred, without the application of the statutory presumption established by the O.C.G.A. Section 13-1-11.


 


(g) Pursuant
to O.C.G.A. Section 44-14-80, the parties to this Security Instrument intend to establish and do hereby establish a perpetual or indefinite
security interest in the Mortgaged Property.


 


(h) Wherever
the word “lien” is used with respect to the encumbrance effected by this Security Instrument, such as in the phrase “the
lien of this Security Instrument,” or words of similar import, such word shall mean and be a reference to the “lien and security
title” of this Security Instrument.


 


14. Governing
Law; Consent to Jurisdiction and Venue.


 


With respect to procedural
matters related to the perfection of Lender’s lien, to the enforcement of Lender’s remedies hereunder, or to non-waivable provisions of
the laws of the Property Jurisdiction, this Security Instrument shall be governed by the laws of the Property Jurisdiction without giving
effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. In all other
respects, this Security Instrument shall be governed by the laws of the State of Tennessee without giving effect to any choice of law
provisions thereof that would result in the application of the laws of another jurisdiction. Notwithstanding the foregoing to the contrary,
should there be a question as to whether any provision of this Security Instrument is void, voidable, or unenforceable by applicable of
the laws of the State of Tennessee, then such provision in question shall be governed by the laws of the Property Jurisdiction without
giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Borrower
agrees that any controversy arising under this Security Instrument shall be litigated, in Lender’s sole discretion, exclusively in the
state or federal courts located in the Property Jurisdiction or in Knoxville, Knox County, Tennessee. Borrower irrevocably consents to
service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue
of domicile, habitual residence or otherwise.


 


15. Miscellaneous
Provisions.


 


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


 






    15


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16. Time
is of the Essence.


 


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


 


17. WAIVER
OF TRIAL BY JURY.


 


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


 


[Remainder of Page Intentionally Blank]


 




    16


     


    

 


IN WITNESS WHEREOF,
Borrower has signed and delivered this Security Instrument under seal (where applicable) or has caused this Security Instrument to be
signed and delivered by its duly authorized representative under seal (where applicable) as of the date first above written.


 


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



 


	 	BORROWER ADDRESS:
	 	Springlake MHP LLC
	 	136 Main Street 
	 	Pineville, NC 28134 
	 	Attention:  Raymond M. Gee



 


	Signed, sealed and delivered 	 
	 	 
	In the presence of	 
	 	 
	/s/	 
	Unofficial Witness	 
	 	 
	/s/ Jonathan Visconti	 
	Notary Public	 



 


Commission
Expiration Date: 03/15/2022  


 


(NOTARY SEAL)




 









    17


     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


All those tracts or parcels of land lying and being in Land Lots 110
and 111 of the 5th District of Houston County, Georgia and being more particularly described below:


 


  






    A-1


     


    




 









    A-2


     


    




 


PARCEL 2


 


 


 


 


 


A-3