Exhibit 10.4


 





 






Loan No. 5000005272


 


(ABOVE SPACE FOR RECORDER’S USE)


 


This Instrument was prepared by and mail to:


Brandy Milazzo


Ascension Law


5821 Fairview Rd., Suite 500


Charlotte, NC 28209


 


DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,

SECURITY AGREEMENT AND FIXTURE FILING


 


This
document serves as a Fixture Filing under Section 9-502 of the 

North Carolina Uniform Commercial Code and is to be filed in the real property
records.


 


THIS IS A DEED OF TRUST SECURING FUTURE ADVANCES.


 


This Deed of Trust, Assignment
of Rents and Leases, Security Agreement and Fixture Filing (this “Deed of Trust”), dated as of April 14, 2022,
by CHARLOTTE 3 PARK MHP LLC, a North Carolina limited liability company (herein referred to as “Grantor”),
whose address is 136 Main Street Pineville, North Carolina 28134, to TBVAT, LLC (“Trustee”), whose address
is 6001 Harbour View Blvd., Suffolk, VA 23435 and TOWNEBANK, a Virginia state bank (the “Lender” or “Beneficiary”),
whose address is 6337 Morrison Boulevard, Charlotte, NC 28211.


 


Preliminary Statements


 


Grantor (and others) and Lender have entered into
that certain Loan Agreement dated as of even date herewith (the “Loan Agreement”) pursuant to which Lender has
agreed to loan to Grantor up to the lesser of: (a) the aggregate principal amount of $3,158,400.00, (b) 75% of the appraised value of
the Collateral (as defined in the Loan Agreement) or (c) 75% of Lender approved costs to finance the Properties in accordance with the
terms of the Loan Agreement and other Loan Documents (as defined below) (the “Loan”). As a condition precedent
to making the Loan, Lender has required that Grantor execute and deliver this Deed of Trust to Trustee for the benefit of Lender.


 


Agreements


 


Now, therefore, in consideration
of the agreements set forth in the Loan Agreement and the other Loan Documents and in order to induce Lender to make the Loan to Grantor,
Grantor agrees as follows:


 


ARTICLE I

Definitions


 


As used in this Deed of Trust,
capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. In addition, the
following additional terms shall have the meanings specified:


 


“Accessories”
means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials,
supplies and other articles of personal property, of every kind and character, tangible and intangible, now owned or hereafter acquired
by Grantor, which are now or hereafter attached to or situated in the Land or Improvements, or acquired for use or installation in or
on the Land or Improvements, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Land.


 


“Accounts”
means all accounts of Grantor within the meaning of the Uniform Commercial Code of the State, arising out of the use, occupancy or enjoyment
of the Property.


 


“Additions”
means any and all alterations, additions, accessions and improvements to property, and renewals and replacements thereof.


 


“Beneficiary”
means Lender and its successors and assigns.


 


“Casualty”
means any act or occurrence of any kind or nature that results in damage, loss or destruction to the Property.


 


“Claim”
means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever,
including fees, costs and expenses of attorneys, consultants, and experts.


 


“Commission”
means as set forth in Section 7.2 in this Deed of Trust.


 






    	 	 	 



     


    

 


“Condemnation”
means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent
domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a
Governmental Authority.


 


“Condemnation
Awards” means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds,
settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest
thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation.


 


“Deed of Trust”
means this Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, as the same may from time to time be
extended, amended, restated, supplemented, or otherwise modified.


 


“Encumbrance”
means any Lien, easement, right of way, roadway (public or private), condominium regime, cooperative housing regime, condition, covenant
or restriction (including any condition, covenant or restriction imposed in connection with any condominium development or cooperative
housing development), Lease or other matter of any nature that would affect title to the Property.


 


“Event of Default”
means an event or circumstance which, after the expiration of any applicable notice and cure period, would constitute an event of default
under the provisions of the Loan Agreement or this Deed of Trust.


 


“Expenses”
means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time by Beneficiary or Trustee
in connection with the Loan, including without limitation, in exercising or enforcing any rights, powers and remedies provided in this
Deed of Trust or any of the other Loan Documents, including attorneys’ fees.


 


“Funds”
has the meaning set forth in Section 4.10 of this Deed of Trust.


 


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


 


“Improvements”
means a permanent addition to or betterment of real property that enhances its capital value and that involves the expenditure of labor
or money and is designed to make the property more useful or valuable.


 


“Indemnity Agreement”
means the Environmental Indemnity Agreement of even date herewith by and between Grantor and Lender pertaining to the Property, as the
same may from time to time be extended, amended, restated or otherwise modified.


 


“Insurance Proceeds”
means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, including
all returned and unearned premiums with respect to any insurance relating to such Property, in each case whether now or hereafter existing
or arising.


 


“Land”
means the real property lying and being in Mecklenburg County, North Carolina described in Exhibit A attached hereto and made a
part hereof.


 


“Laws”
means all federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions,
interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction as may be in effect from time to time,
including, without limitation, the physical accessibility requirements of Title III of the Americans with Disabilities Act of 1990 (as
amended) and any regulations associated therewith.


 






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“Leases”
means those certain leases executed by and between the tenants of the Real Property, if any, and the Grantor.


 


“Letter of Credit”
means any letter of credit issued by Beneficiary for the account of Grantor in connection with the development of the Project together
with any and all extensions, renewals or modifications thereof, substitutions therefor or replacements thereof.


 


“Lien”
means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional
sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement
under the Uniform Commercial Code of any jurisdiction.


 


“Loan Documents”
means, collectively, the Loan Agreement, the Note, this Deed of Trust, the Deed of Trust for the Dixie Land, the Mortgage for the Meadowbrook
Land, the Assignments of Leases and Rents, the Guaranty, the Indemnity Agreement, and any and all other documents executed in connection
with the Loan.


 


“Net Proceeds”,
when used with respect to any Condemnation Awards or Insurance Proceeds, means the gross proceeds from any Condemnation or Casualty remaining
after payment of all expenses, including attorneys’ fees, incurred in the collection of such gross proceeds.


 


“Note”
means the Promissory Note of even date herewith in the original principal amount of up to the lesser of: (a) the aggregate principal amount
of $3,158,400.00, or (b) 75% of the appraised value of the Collateral (as defined in the Loan Agreement) made by Grantor to the order
of Lender in order to secure the obligations, as the same may from time to time be extended, amended, restated, supplemented or otherwise
modified. The Maturity Date shall not be later than the date that is seventy-eight (78) months after the date of hereof.


 


“Notice”
means a notice, request, consent, demand or other communication given in accordance with the provisions of the Loan Agreement.


 


“Obligations”
means all present and future debts, obligations and liabilities of Grantor to Beneficiary and/or Trustee arising pursuant to, and/or on
account of, the provisions of this Deed of Trust, the Note or any of the other Loan Documents, including the obligations: (a) to pay all
principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note or any of the other Loan
Documents; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time under this Deed of Trust or any of
the other Loan Documents, together with interest thereon as herein or therein provided; (c) to perform, observe and comply with all of
the other terms, covenants and conditions, expressed or implied, which Grantor is required to perform, observe or comply with pursuant
to this Deed of Trust or any of the other Loan Documents; and (d) to pay and perform all future advances and other obligations that Grantor
or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor)
for the benefit of Beneficiary, when a writing evidences the parties’ agreement that the advance or obligation be secured by this
Deed of Trust.


 


“Permitted Encumbrances”
means (a) any matters set forth in any policy of title insurance issued to Beneficiary and insuring Beneficiary’s interest in the
Property which are acceptable to Beneficiary as of the date hereof, (b) the interests of this Deed of Trust, (c) any other Encumbrance
that Beneficiary shall expressly approve in its sole and absolute discretion, as evidenced by a “marked-up” commitment for
title insurance initialed on behalf of Beneficiary; (d) the Leases; and (e) any utility easements necessary for the operation of the Property
or required by applicable governmental authority which do not adversely affect the Property.


 






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“Personalty”
means all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired,
in which Grantor now has or hereafter acquires an interest and which is placed upon, or is derived from or used in connection with the
maintenance, use, occupancy or enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license,
management or other agreements with respect to the operation of the Real Property or the business conducted therein (provided all of such
agreements shall be subordinate to this Deed of Trust, and Beneficiary shall have no responsibility for the performance of Grantor’s
obligations thereunder) and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols)
related to the Real Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations
and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments,
Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid
to any Governmental Authority related to the Real Property or the operation thereof; (e) all insurance policies held by Grantor with respect
to the Property or Grantor’s operation thereof; and (f) all money, instruments and documents (whether tangible or electronic) arising
from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Beneficiary related
to the Property, including any such deposit account from which Grantor may from time to time authorize Beneficiary to debit and/or credit
payments due with respect to the Loan; together with all Additions to and Proceeds of all of the foregoing.


 


“Power of Sale
Foreclosure” means as set forth in Section 7.2 of this Deed of Trust.


 


“Proceeds”
when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds
within the meaning of that term as defined in the Uniform Commercial Code of the State.


 


“Property”
means the Real Property and the Personalty and all other rights, interests and benefits of every kind and character which Grantor now
has or hereafter acquires in, to or for the benefit of the Real Property and/or the Personalty and all other property and rights used
or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all Proceeds, and all of Grantor’s
right, title and interest in and to all Loan Documents.


 


“Property Assessments”
means all Taxes, payments in lieu of taxes, water rents, sewer rents, assessments, condominium and owner’s association assessments
and charges, maintenance charges and other governmental or municipal or public or private dues, charges and levies and any Liens (including
federal tax liens) which are or may be levied, imposed or assessed upon the Property or any part thereof, or upon any Leases or any Rents,
whether levied directly or indirectly or as excise taxes, as income taxes, or otherwise.


 


“Real Property”
means the Land and Improvements, together with (a) all estates, title interests, title reversion rights, remainders, increases, issues,
profits, rights of way or uses, additions, accretions, servitudes, strips, gaps, gores, liberties, privileges, water rights, water courses,
alleys, passages, ways, vaults, licenses, tenements, franchises, hereditaments, appurtenances, easements, rights-of-way, rights of ingress
or egress, parking rights, timber, crops, mineral interests and other rights, now or hereafter owned by Grantor and belonging or appertaining
to the Land or Improvements; (b) all Claims whatsoever of Grantor with respect to the Land or Improvements, either in law or in equity,
in possession or in expectancy; (c) all estate, right, title and interest of Grantor in and to all streets, roads and public places, opened
or proposed, now or hereafter adjoining or appertaining to the Land or Improvements; and (d) all options to purchase the Land or Improvements,
or any portion thereof or interest therein, and any greater estate in the Land or Improvements, and all Additions to and Proceeds of the
foregoing.


 






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“Rents”
means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the
use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts
or other payments for the use or occupancy of rooms or other public facilities within the Real Property.


 


“State”
means the State of North Carolina.


 


“Taxes”
means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may
be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on Grantor
or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits.


 


“Transfer”
means any direct or indirect sale, assignment, conveyance or transfer, including any contract or agreement to sell, assign, convey or
transfer, whether made voluntarily or by operation of Law or otherwise, and whether made with or without consideration.


 


“Trustee”
means the initial Trustee named in this Deed of Trust or its successor in trust who may be acting under and pursuant to this Deed of Trust
from time to time.


 


ARTICLE II

Granting Clauses; Condition of Grant


 


2.1 Conveyances and
Security Interests. In order to secure the prompt payment and performance of the Obligations, including without limitation, any
and all renewals, amendments, extensions and modifications thereof, Grantor (a) GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS AND CONVEYS,
AND SETS OVER TO TRUSTEE, ITS SUCCESSORS AND ASSIGNS, in fee simple forever, the Real Property, in trust for the benefit of Beneficiary,
with power of sale; provided that Grantor may retain possession of the Real Property until the occurrence of an Event Default; (b) grants
to Beneficiary a security interest in the Personalty; (c) assigns to Beneficiary, and grants to Beneficiary a security interest in, all
Condemnation Awards and all Insurance Proceeds; and (d) assigns to Beneficiary, and grants to Beneficiary a security interest in, all
of Grantor’s right, title and interest in, but not any of Grantor’s obligations or liabilities under, all Loan Documents.


 


TO HAVE AND TO HOLD, the foregoing
rights, interests, and properties, and all rights, estates, powers and privileges appurtenant thereto, unto the Trustee and Trustee’s
successors or substitutes in this trust, and to Trustee’s successors and assigns, in trust, in fee simple forever, subject to the
terms and provisions set forth herein.


 


All Persons who may have or
acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations
and each other agreement or instrument made or entered into in connection with each of the Obligations.


 


2.2 Assignment of Leases
and Rents. In consideration of the making of the Loan by Beneficiary to Grantor, the sum of $10.00, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor absolutely and unconditionally assigns the Leases
and Rents to Beneficiary. This assignment is, and is intended to be, an unconditional, absolute and present assignment from Grantor to
Beneficiary of all of Grantor’s right, title and interest in and to the Leases and Rents and not an assignment in the nature of
a pledge of the Leases and Rents or the mere grant of a security interest therein and as further set forth in that certain Assignment
of Leases and Rents of even date herewith and encumbering the Land. So long as no Event of Default shall exist, however, and so long as
Grantor is not in default in the performance of any obligation, covenant or agreement contained in the Leases, Grantor shall have a license
(which license shall terminate automatically and without notice upon the occurrence of an Event of Default or a default by Grantor under
the Leases) to collect, but not prior to accrual, all Rents. Grantor agrees to collect and hold all Rents in trust for Beneficiary and
to use the Rents for the payment of the cost of operating and maintaining the Property and for the payment of the other Obligations before
using the Rents for any other purpose.


 






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2.3 Security Agreement,
Fixture Filing and Financing Statement. This Deed of Trust creates a security interest in the Personalty, and, to the extent the
Personalty is not real property, this Deed of Trust constitutes a security agreement from Grantor to Beneficiary under the Uniform Commercial
Code of the State. In addition to all of its other rights under this Deed of Trust and otherwise, Beneficiary shall have all of the rights
of a secured party under the Uniform Commercial Code of the State, as in effect from time to time, or under the Uniform Commercial Code
in force from time to time in any other state to the extent the same is applicable Law. This Deed of Trust shall be effective as a financing
statement filed as a fixture filing with respect to all fixtures included within and upon the Property and is to be filed for record in
the real estate records of each county where any part of the Property (including such fixtures) is situated. This Deed of Trust shall
also be effective as a financing statement with respect to any other Property as to which a security interest may be perfected by the
filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses
of Grantor and Beneficiary are set forth in the opening paragraph of this Deed of Trust. A carbon, photographic or other reproduction
of this Deed of Trust or any other financing statement relating to this Deed of Trust shall be sufficient as a financing statement for
any of the purposes referred to in this Section. Grantor hereby irrevocably authorizes Beneficiary at any time and from time to time to
file any initial financing statements, amendments thereto and continuation statements as authorized by applicable Law, reasonably required
by Beneficiary to establish or maintain the validity, perfection and priority of the security interests granted in this Deed of Trust.


 


2.4 Future Advances;
Protection of Property. It is the intention of the parties hereto that this Deed of Trust is made and executed to comply with
the provisions of North Carolina General Statutes § 45-67, et seq. This Deed of Trust shall secure both (a) existing obligations
that are specifically or generally identified, described, or referenced in this Deed of Trust as being secured hereby and all advances
made at or prior to the registration of this Deed of Trust, and (b) future advances and/or future obligations that are specifically or
generally identified, described, or referenced in this Deed of Trust as being secured hereby that may from time to time be made or incurred,
to the fullest extent permitted by applicable law, including, without limitation: (i) principal, interest, late charges, fees and other
amounts due under the Obligations or this Deed of Trust; (ii) all advances by Lender to Grantor or any other person to pay costs of erection,
alteration, repair, restoration, maintenance and completion of any improvements on the Property or on any other property encumbered by
the Loan Documents; (iii) all advances made or costs incurred by Lender for the payment of real estate taxes, assessments or other governmental
charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and
costs incurred by Lender for the enforcement and protection of the Property or the lien of this Deed of Trust or as to any other property
encumbered by the Loan Documents; (iv) all legal fees, costs and other expenses incurred by Lender by reason of any default or otherwise
in connection with the Obligations; and (v) as otherwise permitted pursuant to Article 7 of Chapter 45 of the North Carolina General Statutes.
The maximum principal amount that may be secured by this Deed of Trust at any one time is the lessor of up to: (a) the aggregate principal
amount of $3,158,400.00, or (b) 75% of the appraised value of the Collateral (as defined in the Loan Agreement). The time period within
which such future Obligations may be incurred, and such future advances may be made and secured by this Deed of Trust shall not extend
for more than 30 years from the date of this Deed of Trust. If the maximum amount secured by this Deed of Trust has not been advanced
or if any obligation secured hereby is paid or is reduced by partial payment, further advances may be made and additional obligations
secured by this Deed of Trust may be incurred from time to time within the time limit fixed by this Deed of Trust as set forth above,
and such further advances and obligations, together with interest thereon, shall be secured by this Deed of Trust to the same extent as
original advances and obligations secured hereunder. If the aggregate outstanding principal balance of the obligation or obligations secured
by this Deed of Trust exceeds the maximum principal amount that may be secured by this Deed of Trust at any one time as provided above,
then such amount in excess and interest on the amount in excess shall be secured by this Deed of Trust but the priority of the lien of
this Deed of Trust with respect to the amount in excess shall be determined in the manner provided in North Carolina General Statutes
§ 45-70. All payments made, sums advanced, and expenses incurred by the beneficiary or secured creditor for the purposes described
in North Carolina General Statutes § 45-70 shall be secured by this Deed of Trust and shall have priority as described in §
45-70. The provisions of this Section are intended to comply with the North Carolina General Statutes governing Instruments to Secure
Future Advances and Future Obligations, North Carolina General Statutes § 45-67, et seq.


 






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2.5 Release of Deed
of Trust and Termination of Assignments and Financing Statements. Except as provided in the Loan Agreement, if and when Grantor
has paid and performed all of the Obligations, and no further advances are to be made under the Loan Agreement, Trustee, upon request
by Beneficiary, will provide a release of the Property from the lien of this Deed of Trust and termination statements for filed financing
statements, if any, to Grantor. Grantor shall be responsible for the recordation of such release and the payment of any recording and
filing costs. Upon the recording of such release and the filing of such termination statements, the absolute assignments set forth in
Section 2.2 shall automatically terminate and become null and void.


 


ARTICLE III

Representations and Warranties


 


Grantor makes the following representations and
warranties to Beneficiary:


 


3.1 Title to Real Property.
Grantor (a) owns fee simple title to the Real Property, (b) except for the right of a tenant under any Lease, owns all of the beneficial
and equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of an indefeasible estate in fee simple in,
and warrants title to, the Real Property. Grantor has the right and authority to convey the Real Property. The Real Property is subject
to no Encumbrances other than the Permitted Encumbrances.


 


3.2 Title to Other Property.
Grantor has good title to the Personalty, and the Personalty is not subject to any Encumbrance other than the Permitted Encumbrances.
None of the Leases, Rents, or Loan Documents are subject to any Encumbrance other than the Permitted Encumbrances.


 


3.3 Property Assessments.
The Real Property is assessed for purposes of Property Assessments as a separate and distinct parcel from any other property, such that
the Real Property shall never become subject to the Lien of any Property Assessments levied or assessed against any property other than
the Real Property.


 






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3.4 Independence of
the Real Property. The Real Property has been properly subdivided from all other property in accordance with the requirements
of any applicable Governmental Authorities.


 


3.5 Leases and Tenants.
The Leases, if any, are valid and are in full force and effect, and Grantor is not in default under any of the terms thereof.


 


ARTICLE IV

Affirmative Covenants


 


4.1 Obligations.
Grantor agrees to promptly pay and perform all of the Obligations, time being of the essence in each case.


 


4.2 Property Assessments;
Documentary Taxes. Grantor (a) will promptly pay in full and discharge all Property Assessments, and (b) will furnish to
Beneficiary, upon demand, the receipted bills for such Property Assessments prior to the day upon which the same shall become delinquent.


 


4.3 Permitted Contests.
Grantor shall not be required to pay any of the Property Assessments, or to comply with any Law, so long as Grantor shall in good faith,
and at its cost and expense, contest the amount or validity thereof, or take other appropriate action with respect thereto, in good faith
and in an appropriate manner or by appropriate proceedings; provided that (a) such proceedings operate to stay the collection of the Property
Assessments or enforcement of the Law so contested, (b) there will be no sale, forfeiture or loss of the Property during the contest,
(c) neither Beneficiary nor Trustee is subjected to any Claim as a result of such contest, and (d) Grantor provides assurances satisfactory
to Beneficiary (including the establishment of an appropriate reserve account with Beneficiary) of its ability to pay such Property Assessments
or comply with such Law in the event Grantor is unsuccessful in its contest. Each such contest shall be promptly prosecuted to final conclusion
or settlement, and Grantor shall indemnify and save Beneficiary and Trustee harmless against all Claims in connection therewith. Promptly
after the settlement or conclusion of such contest or action, Grantor shall comply with such Law and/or pay and discharge the amounts
which shall be levied, assessed or imposed or determined to be payable, together with all penalties, fines, interests, costs and expenses
in connection therewith.


 


4.4 Compliance with
Laws. Grantor will comply with and not violate, and cause to be complied with and not violated, all present and future Laws applicable
to the Property and its use and operation.


 


4.5 Maintenance and
Repair of the Property. Grantor, at Grantor’s sole expense, will (a) keep and maintain the Improvements and Accessories
in good condition, working order and repair, and (b) make all necessary or appropriate repairs and Additions to Improvements and Accessories,
so that each part of the Improvements and all of the Accessories shall at all times be in good condition for the respective purposes for
which they were originally intended.


 


4.6 Additions to Security.
All right, title and interest of Grantor in and to all Improvements and Additions hereafter constructed or placed on the Property and
in and to any Accessories hereafter acquired shall, without any further deed of trust, conveyance, assignment or other act by Grantor,
become subject to the Lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Grantor and
specifically described in the granting clauses hereof. Grantor agrees, however, to execute and deliver to Trustee and/or Beneficiary such
further documents as may be required by the terms of the Loan Agreement and the other Loan Documents.


 






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4.7 Subrogation.
To the extent permitted by Law, Beneficiary shall be subrogated, notwithstanding its release of record, to any Lien now or hereafter existing
on the Property to the extent that such Lien is paid or discharged by Beneficiary whether or not from the proceeds of the Loan. This Section
shall not be deemed or construed, however, to obligate Beneficiary to pay or discharge any Lien.


 


4.8 Insurance.
Grantor shall maintain, at its sole cost and expense, insurance, as set forth in the Loan Agreement. If Grantor fails or refuses to keep
the Property so insured, Beneficiary may obtain such insurance without prejudice to its right to foreclose hereunder by reason of such
default. In the event of a transfer of the Property, including a Transfer by foreclosure, exercise of the power of sale, or deed in lieu
of foreclosure, Grantor’s interest in the insurance policies referred to above and any return premiums in connection therewith shall
automatically be transferred to the successor in title to Grantor’s interest in the Property. Each insurance policy shall permit
Beneficiary to pay the insurance premiums thereon, and Beneficiary may, at its option, pay any such insurance premiums of which payment,
amount and validity thereof the official receipt shall be conclusive evidence, and any amounts so expended shall immediately become debts
due by Grantor, shall bear interest at the rate specified in the Loan Agreement, and such payment shall be secured by this Deed of Trust.


 


4.9 Adjustment of Condemnation
and Insurance Claims. Grantor shall give prompt Notice to Lender of any Casualty or any Condemnation or threatened Condemnation.
Lender is authorized, at its option, to commence, appear in and prosecute, in its own or Grantor’s name, any proceeding relating
to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any claim in connection therewith, or to permit
Grantor to do so. In such case, Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds and may deduct therefrom
any or all of its Costs. If any Condemnation Awards or Insurance Proceeds are paid to Grantor, Grantor shall receive the same in trust
for Lender. Within 10 days after Grantor’s receipt of any Condemnation Awards or Insurance Proceeds, Grantor shall deliver such
awards or proceeds to Lender in the form in which they were received, together with any endorsements or documents that may be necessary
to effectively negotiate or transfer the same to Lender. Grantor agrees to execute and deliver from time to time, upon the request of
Lender, such further instruments or documents as may be requested by Lender to confirm the grant and assignment to Lender of any Condemnation
Awards or Insurance Proceeds. If no Event of Default exists, Lender may permit Net Proceeds for the restoration of the Property in accordance
with the terms of the Loan Agreement.


 


4.10. Deposits.
Following the occurrence of an Event of Default, Grantor shall, upon demand by Lender, pay to Lender monthly, on the same date payments
are due under the Note, a sum (herein “Funds”) equal to one-twelfth of the yearly Property Assessments which
may attain priority over this Deed of Trust and premiums for insurance, all as reasonably estimated initially and from time to time by
Lender on the basis of assessments and bills and reasonable estimates thereof.


 


The Funds shall be held by
Lender in an interest-bearing account, and Lender shall apply the Funds to pay said Property Assessments and insurance costs, as and when
they shall be due and payable. The Funds are pledged as additional security for the sums secured by this Deed of Trust. If the amount
of the Funds held by Lender shall not be sufficient to pay Property Assessments and insurance costs, when due, Grantor shall pay to Lender
any amount necessary to make up the deficiency within 15 days from the date notice is mailed by Lender to Grantor requesting payment thereof.
Upon payment in full of all Obligations, all Funds then held by Lender shall be returned to Grantor.


 






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ARTICLE V

Negative Covenants


 


5.1 Encumbrances.
Grantor will not permit any of the Property to become subject to any Encumbrance other than the Permitted Encumbrances. Within 30 days
after the filing of any mechanic’s lien or other Lien or Encumbrance against the Property, Grantor will promptly discharge the same
by payment or filing a bond or otherwise as permitted by Law. So long as Beneficiary’s security has been protected by the filing
of a bond or otherwise in a manner satisfactory to Beneficiary in its sole and absolute discretion, Grantor shall have the right to contest
in good faith any Claim, Lien or Encumbrance, provided that Grantor does so diligently and without prejudice to Beneficiary. Grantor shall
give Beneficiary Notice of any default under any Lien and Notice of any foreclosure or threat of foreclosure with respect to any of the
Property.


 


5.2 Transfer of the
Property. Grantor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest
therein (except for certain Transfers of the Accessories expressly permitted in this Deed of Trust or the Loan Agreement). The Transfer
of any ownership interest in Grantor (whether in one or more transactions during the term of the Loan) without the prior approval of Beneficiary
shall be deemed to be a prohibited Transfer of the Property.


 


5.3 Removal,
Demolition or Alteration of Accessories and Improvements. Except to the extent permitted by the following sentence and except
as provided in the Leases, no Improvements or Accessories shall be removed, demolished or materially altered without the prior written
consent of Beneficiary. Grantor may remove and dispose of, free from the Lien of this Deed of Trust, such Accessories as from time to
time become worn out or obsolete, provided that, either (a) at the time of, or prior to, such removal, any such Accessories are replaced
with other Accessories which are free from Liens other than Permitted Encumbrances and have a value at least equal to that of the replaced
Accessories (and by such removal and replacement Grantor shall be deemed to have subjected such Accessories to the Lien of this Deed of
Trust), or (b) so long as a prepayment may be made without the imposition of any premium pursuant to the Note, such Accessories are sold
at fair market value for cash and the net cash proceeds received from such disposition are paid over promptly to Beneficiary to be applied
to the prepayment of the principal of the Loan.


 


5.4 Additional Improvements.
Grantor will not construct any Improvements other than those presently on the Land and those described in the Loan Agreement without the
prior written consent of Beneficiary, such consent not to be unreasonably withheld, delayed or conditioned so long as an Event of Default
is not pending. Grantor will complete and pay for, within a reasonable time, any Improvements which Grantor is permitted to construct
on the Land. Grantor will construct and erect any permitted Improvements (a) strictly in accordance with all applicable Laws and any private
restrictive covenants, (b) entirely on lots or parcels of the Land, (c) so as not to encroach upon any easement or right of way or upon
the land of others, and (d) wholly within any building restriction and setback lines applicable to the Land.


 


5.5 Restrictive Covenants,
Zoning, etc. Without the prior written consent of Beneficiary, Grantor will not initiate, join in, or consent to any change
in, any restrictive covenant, easement, zoning ordinance, or other public or private restrictions limiting or defining the uses which
may be made of the Property. Grantor (a) will promptly perform and observe, and cause to be performed and observed, all of the terms and
conditions of all agreements affecting the Property, and (b) will do or cause to be done all things necessary to preserve intact and unimpaired
any and all easements, appurtenances and other interests and rights in favor of, or constituting any portion of, the Property.


 






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ARTICLE VI

Events of Default


 


The occurrence or happening,
from time to time, of an Event of Default under the Loan Agreement shall constitute an Event of Default under this Deed of Trust.


 


ARTICLE VII

Rights and Remedies


 


Upon the happening of any
Event of Default, Beneficiary, or Trustee at the direction of Beneficiary, shall have the right, in addition to any other rights or remedies
available to Beneficiary under any of the Loan Documents or applicable Law, to exercise any one or more of the following rights, powers
or remedies:


 


7.1 Acceleration.
Beneficiary may accelerate all Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable,
without notice of default, notice of acceleration or intention to accelerate, presentment or demand for payment, protest, notice of protest,
notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Grantor).


 


7.2 Foreclosure and
Sale. Lender may (a) direct Trustee to sell (and Trustee is hereby empowered to sell) all or any part of the Property at public
auction to the last and highest bidder for cash (free of any equity of redemption, homestead, dower, courtesy or other exemption, all
of which are expressly waived by Grantor) at such time and place and upon such terms and conditions as may be required by applicable law
or rule of court and after having complied with the North Carolina law applicable to power of sale foreclosures provided in Article 2A
of Section 45 of the North Carolina General Statutes (a “Power of Sale Foreclosure”); (b) elect to foreclose this Deed of
Trust pursuant to a judicial foreclosure action; or (c) take such other action at law, equity or by contract for the enforcement of this
Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow. In any action or proceeding to foreclose
this Deed of Trust or to collect the sums secured hereby, Lender may proceed therein to final judgment and execution for the entire unpaid
balance of the Obligations, together with all future advances and any other sums due by Grantor in accordance with the provisions of this
Deed of Trust, together with interest from the date of default at the Default Rate as set forth in the Note) and all expenses of sale
and of all proceedings in connection therewith, including reasonable attorneys’ fees. The unpaid balance of any judgment shall bear
interest at the greater of (a) the statutory rate provided for judgments, or (b) the Default Rate.


 


In the event that Lender elects
to direct the Trustee to sell the Property pursuant to a Power of Sale Foreclosure, the following provisions shall apply: (a) in exercising
the power of sale and selling the Property, the Trustee shall comply with the provisions of North Carolina law governing power of sale
foreclosures and shall give such notice of hearing as to the commencement of foreclosure proceedings, obtain such findings and leave of
court, and give such notice of and advertise such foreclosure sale all as may then be required by such law; (b) upon such foreclosure
sale or any required resale, it shall be lawful for the Trustee to convey the Property (or such portion thereof as may have been sold)
to the successful bidder by way of a Trustee’s deed without any covenant or warranty and any recitals of fact in such Trustee’s
deed shall be prima facie evidence of such facts; (c) subject to the limitation set forth in Section 8.4, the Trustee shall be
entitled to a reasonable Trustee’s fee as provided in N.C.G.S. § 45-21.15, not to exceed the maximum fee allowed by applicable
law (the “Commission”) as well as reimbursement for any attorney’s fees incurred by Trustee; (d) the Trustee shall apply
the proceeds of the sale first to the payment of all expenses and costs incurred in connection with such sale, including without limitation,
advertising costs, title examination fees, transfer taxes, and court costs; second to the payment of the Trustee’s Commission; third
to payment of any taxes or governmental assessments which may be a lien against the Property, unless Trustee advertised and sold the Property
subject to such taxes or assessments; and fourth, to the payment of the Obligations and sums secured hereby, with the excess, if any,
of such proceeds after the payment in full of the Obligations and secured sums being distributed to the person or persons entitled thereto
as their interests may appear; (e) if the Trustee commences a Power of Sale Foreclosure and such proceeding is terminated prior to the
completion thereof, Grantor shall pay to Trustee all expenses incurred by Trustee in connection with such proceeding; (f) at any sale
conducted by the Trustee, Lender may bid for and become the purchaser of the Property or such portion thereof as has been offered for
sale and in lieu of paying cash therefor Lender may take settlement of the purchase price by a credit upon the Obligations due and payable
and secured by this Deed of Trust; (g) the Trustee may require the successful bidder at any sale to deposit immediately with the Trustee
cash or certified check in an amount up to twenty-five percent (25%) of the bid and such bid may be rejected if the deposit is not immediately
made; (h) pursuant to Section 25-9-604(a), (b) and (c) of the North Carolina General Statutes (or any amendment thereto), the Trustee
is expressly authorized and empowered to expose to sale and sell, together with the Real Estate, any portion of the Property which constitutes
personal property (if personal property is sold hereunder, it need not be at the place of sale); (i) any sale scheduled by the Trustee
may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law;
and (j) the sale by Trustee of less than the whole of the Property shall not exhaust the right to sell any remainder of the Property and
Trustee is specifically empowered to make a successive sale or sales until the whole of the Property shall be sold; and if the proceeds
of such sale of less than the whole of the Property shall be less than the aggregate of the Obligations, this Deed of Trust and the lien
hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made.


 






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Beneficiary or Trustee may,
after an Event of Default, advise third parties of the amount (or estimated amount) of principal, interest and expenses that will be outstanding
as of the date of any foreclosure sale and may share any other available information regarding the Property. Following the occurrence
of an Event of Default hereunder, any “release” provision included herein or in any other document whereby Beneficiary agreed
to release all or part of the Property upon the payment of less than all of the Obligations shall become void and Beneficiary shall no
longer be obligated to release any of the Property until the secured indebtedness has been paid in full. Grantor agrees that Grantor will
not bid at any sale hereunder and will not allow others to bid on Grantor’s behalf unless, at the time of sale, Grantor has cash
sufficient to pay at the sale the amount of its bid.


 


7.3 Judicial Action.
Beneficiary shall have the right from time to time to sue Grantor for any sums (whether interest, damages for failure to pay principal
or any installments thereof, taxes, or any other sums required to be paid under the terms of this Deed of Trust, as the same become due),
without regard to whether or not any of the other Obligations shall be due, and without prejudice to the right of Beneficiary thereafter
to enforce any appropriate remedy against Grantor, including an action of foreclosure or an action for specific performance, for an Event
of Default or Event of Default existing at the time such earlier action was commenced.


 


7.4 Collection of Rents.
Upon the occurrence of an Event of Default, the license granted to Grantor to collect the Rents shall be automatically and immediately
revoked, without further notice to or demand upon Grantor. Beneficiary may, but shall not be obligated to, perform any or all obligations
of the landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to, exercise and enforce any or all of
Grantor’s rights under the Leases. Without limitation to the generality of the foregoing, Beneficiary may notify the tenants under
the Leases that all Rents are to be paid to Beneficiary, and following such notice all Rents shall be paid directly to Beneficiary and
not to Grantor or any other Person other than as directed by Beneficiary, it being understood that a demand by Beneficiary on any tenant
under the Leases for the payment of Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity
of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under the Lease to pay all Rents to Beneficiary
instead of to Grantor, upon receipt of written notice from Beneficiary, without the necessity of any inquiry of Grantor and without the
necessity of determining the existence or non-existence of an Event of Default. Grantor hereby appoints Beneficiary as Grantor’s
attorney-in-fact with full power of substitution, which appointment shall take effect upon the occurrence of a an Event of Default and
is coupled with an interest and is irrevocable prior to the full and final payment and performance of the Obligations, in Grantor’s
name or in Beneficiary’s name: (a) to endorse all checks and other instruments received in payment of Rents and to deposit the same
in any account selected by Beneficiary; (b) to give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle
actions for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the Rents payable thereunder; (e)
to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things with respect to the Leases and Rents which
Beneficiary may deem necessary or desirable to protect the security for the Obligations. Any Rents received shall be applied first to
pay all Expenses and next in reduction of the other Obligations. Grantor shall pay, on demand, to Beneficiary, the amount of any deficiency
between (i) the Rents received by Beneficiary, and (ii) all Expenses incurred together with interest thereon as provided in the Loan Agreement
and the other Loan Documents.


 






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7.5 Taking Possession
or Control of the Property. As a matter of right without regard to the adequacy of the security, and to the extent permitted by
Law without notice to Grantor, Beneficiary shall be entitled, upon application to a court of competent jurisdiction, to the immediate
appointment of a receiver for all or any part of the Property and the Rents, whether such receivership may be incidental to a proposed
sale of the Property or otherwise, and Grantor hereby consents to the appointment of such a receiver and agrees that such receiver shall
have all of the rights and powers granted to Beneficiary pursuant to this Section 7.5. In addition, to the extent permitted by
Law, and with or without the appointment of a receiver, or an application therefor, Beneficiary may (a) enter upon, and take possession
of (and Grantor shall surrender actual possession of), the Property or any part thereof, without notice to Grantor and without bringing
any legal action or proceeding, or, if necessary by force, legal proceedings, ejectment or otherwise, and (b) remove and exclude Grantor
and its agents and employees therefrom.


 


7.6 Management of the
Property. Upon obtaining possession of the Property or upon the appointment of a receiver as described in Section 7.5,
Beneficiary, Trustee or the receiver, as the case may be, may, at its sole option, (a) make all necessary or proper repairs and Additions
to or upon the Property, (b) operate, maintain, control, make secure and preserve the Property, and (c) make any necessary Improvements
or repairs preserve the Property. Beneficiary, Trustee or such receiver shall be under no liability for, or by reason of, any such taking
of possession, entry, holding, removal, maintaining, operation or management, except for gross negligence or willful misconduct. The exercise
of the remedies provided in this Section shall not cure or waive any Event of Default, and the enforcement of such remedies, once commenced,
shall continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such remedies may have, for a time,
cured the original Event of Default.


 


7.7
Uniform Commercial Code. Beneficiary may proceed under the
Uniform Commercial Code as to all or any part of the Personalty, and in conjunction therewith may exercise all of the rights, remedies
and powers of a secured creditor under the Uniform Commercial Code. Upon the occurrence of any Event of Default, Grantor shall assemble
all of the Accessories and make the same available within the Improvements. Any notification required by the Uniform Commercial Code shall
be deemed reasonably and properly given if sent in accordance with the Notice provisions of this Deed of Trust at least 10 days before
any sale or other disposition of the Personalty. Disposition of the Personalty shall be deemed commercially reasonable if made pursuant
to a public sale advertised at least twice in a newspaper of general circulation in the community where the Property is located. It shall
be deemed commercially reasonable for the Trustee to dispose of the Personalty without giving any warranties as to the Personalty and
specifically disclaiming all disposition warranties. 


 






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7.8
Application of Proceeds. Unless otherwise provided by applicable
Law, all proceeds from the sale of the Property or any part thereof pursuant to the rights and remedies set forth in this Article VII
and any other proceeds received by Beneficiary from the exercise of any of its other rights and remedies hereunder or under the other
Loan Documents shall be applied first to pay all Expenses and next in reduction of the other Obligations, in such manner and order as
Beneficiary may elect.


 


7.9
Other Remedies. Beneficiary shall have the right from time
to time to protect, exercise and enforce any legal or equitable remedy against Grantor provided under the Loan Documents or by applicable
Laws.


 


ARTICLE VIII

Trustee


 


8.1
Liability of Trustee. Trustee shall have no liability or
responsibility for, and make no warranties in connection with, the validity or enforceability of any of the Loan Documents or the description,
value or status of title to the Property. Trustee shall be protected in acting upon any notice, request, consent, demand, statement, note
or other paper or document believed by Trustee to be genuine and to have been signed by the party or parties purporting to sign the same.
Trustee shall not be liable for any error of judgment, nor for any act done or step taken or omitted, nor for any mistakes of law or fact,
nor for anything which Trustee may do or refrain from doing in good faith, nor generally shall Trustee have any accountability hereunder
except for willful misconduct or gross negligence. The powers and duties of Trustee hereunder may be exercised through such attorneys,
agents or servants as Trustee may appoint, and Trustee shall have no liability or responsibility for any act, failure to act, negligence
or willful conduct of such attorney, agent or servant, so long as the selection was made with reasonable care. In addition, Trustee may
consult with legal counsel selected by Trustee, and Trustee shall have no liability or responsibility by reason of any act or failure
to act in accordance with the opinions of such counsel. Trustee may act hereunder and may sell or otherwise dispose of the Property or
any part thereof as herein provided, although Trustee has been, may now be or may hereafter be, an attorney, officer, agent or employee
of Beneficiary, in respect of any matter or business whatsoever. Trustee, however, shall have no obligation to sell all or any part of
the Property following an Event of Default or to take any other action authorized to be taken by Trustee hereunder except upon the demand
of Beneficiary. The necessity of the Trustee, or any substitute Trustee, making bond is expressly waived.


 


8.2
Indemnification of Trustee. Grantor agrees to indemnify
Trustee and to hold Trustee harmless from and against any and all Claims and Expenses directly or indirectly arising out of or resulting
from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including but not limited
to any Claim arising out of or resulting from any assertion or allegation that Trustee is liable for any act or omission of Grantor or
any other Person in connection with the ownership, development, financing, operation or sale of the Property; provided, however, that
Grantor shall not be obligated to indemnify Trustee with respect to any Claim arising solely from the gross negligence or willful misconduct
of Trustee. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment
of the Loan and shall survive the repayment of the Loan, any foreclosure or deed in lieu thereof and any other action by Trustee to enforce
the rights and remedies of Beneficiary or Trustee hereunder or under the other Loan Documents.


 






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8.3
Substitution of Trustee; Multiple Trustees. Beneficiary
shall have, and is hereby granted with warranty of further assurances, the irrevocable power, without notice, to appoint a new or replacement
or substitute Trustee. Such power may be exercised at any time without notice, without cause and without specifying any reason therefor,
by filing for record in the office where this Deed of Trust is recorded a Substitution of Trustee. The power of appointment of a successor
Trustee may be exercised as often as and whenever Beneficiary may choose, and the exercise of the power of appointment, no matter how
often, shall not be an exhaustion thereof. Upon the recordation of such Substitution of Trustee, the Trustee so appointed shall thereupon,
without any further act or deed of conveyance, become fully vested with identically the same title and estate in and to the Property and
with all the rights, powers, trusts and duties of its predecessor in the trust hereunder with like effect as if originally named as Trustee
hereunder. Whenever in this Deed of Trust reference is made to Trustee, it shall be construed to mean each Person appointed as Trustee
for the time being, whether original or successor in trust. All title, estate, rights, powers, trusts and duties granted to Trustee shall
be in each Person appointed as Trustee so that any action hereunder by any Person appointed as Trustee shall for all purposes be deemed
to be, and as effective as, the action of all Trustees.


 


8.4
Trustee’s Commission. Grantor shall pay a Trustee’s
commission and any fees of Trustee and shall reimburse Trustee for expenses in the administration of this trust, including reasonable
attorneys’ fees. Trustee shall be entitled to a reasonable commission not to exceed 5% of the gross proceeds of the sale for a completed
foreclosure. In the event foreclosure is commenced, but not completed, Grantor shall pay all expenses incurred by Trustee, including reasonable
attorneys’ fees and expenses, and a reasonable commission (not to exceed 5%) of the outstanding Obligations) in accordance with
the following schedule, to-wit: one-fourth thereof before Trustee issues a notice of hearing on the right to foreclose; one-half thereof
after issuance of said notice; three-fourths thereof after such hearing; and the full commission after the foreclosure sale. 


 


ARTICLE VIII

Miscellaneous


 


9.1 Rights, Powers and
Remedies Cumulative. Each right, power and remedy of Beneficiary or Trustee as provided for in this Deed of Trust, or in any of
the other Loan Documents or now or hereafter existing by Law, shall be cumulative and concurrent and shall be in addition to every other
right, power or remedy provided for in this Deed of Trust, or in any of the other Loan Documents or now or hereafter existing by Law,
and the exercise or beginning of the exercise by Beneficiary or Trustee of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by Beneficiary or Trustee of any or all such other rights, powers or remedies.


 






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9.2 No Waiver by Beneficiary
or Trustee. No course of dealing or conduct by or among Beneficiary, Trustee and Grantor shall be effective to amend, modify or
change any provisions of this Deed of Trust or the other Loan Documents. No failure or delay by Beneficiary or Trustee to insist upon
the strict performance of any term, covenant or agreement of this Deed of Trust or of any of the other Loan Documents, or to exercise
any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any
such breach, or preclude Beneficiary or Trustee from exercising any such right, power or remedy at any later time or times. By accepting
payment after the due date of any of the Obligations, neither Beneficiary nor Trustee shall be deemed to waive the right either to require
prompt payment when due of all other Obligations, or to declare an Event of Default for failure to make prompt payment of any such other
Obligations. Neither Grantor nor any other Person now or hereafter obligated for the payment of the whole or any part of the Obligations
shall be relieved of such liability by reason of (a) the failure of Beneficiary to comply with any request of Grantor or of any other
Person to take action to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust, or (b) any agreement
or stipulation between any subsequent owner or owners of the Property and Beneficiary, or (c) Beneficiary’s extending the time of
payment or modifying the terms of this Deed of Trust or any of the other Loan Documents without first having obtained the consent of Grantor
or such other Person. Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate
Lien on the Property, Beneficiary may release any Person at any time liable for any of the Obligations or any part of the security for
the Obligations and may extend the time of payment or otherwise modify the terms of this Deed of Trust or any of the other Loan Documents
without in any way impairing or affecting the Lien of this Deed of Trust or the priority of this Deed of Trust over any subordinate Lien.
The holder of any subordinate Lien shall have no right to terminate any Lease regardless of whether or not such Lease is subordinate to
this Deed of Trust. Beneficiary may resort to the security or collateral described in this Deed of Trust or any of the other Loan Documents
in such order and manner as Beneficiary may elect in its sole discretion. Grantor hereby waives any rights or remedies on account of any
extensions of time, releases granted or other dealings between Beneficiary and any subsequent owner of the Property as said activities
are contemplated or otherwise addressed in N.C.G.S. §45-45.1, or any similar or subsequent law.


 


9.3 Waivers and Agreements
Regarding Remedies. To the full extent Grantor may do so, Grantor hereby:


 


(a) agrees that it will not
at any time plead, claim or take advantage of any Laws now or hereafter in force providing for any appraisement, valuation, stay, extension
or redemption, and waives and releases all rights of redemption (including statutory and equitable rights of redemption), valuation, appraisement,
stay of execution, extension and notice of election to accelerate the Obligations;


 


(b) waives all rights to a
marshalling of the assets of Grantor, including the Property, or to a sale in the inverse order of alienation in the event of a foreclosure
of the Property, and agrees not to assert any right under any Law pertaining to the marshalling of assets, the sale in inverse order of
alienation, the exemption of homestead, the administration of estates of decedents, or other matters whatsoever to defeat, reduce or affect
the right of Beneficiary under the terms of this Deed of Trust to a sale of the Property without any prior or different resort for collection,
or the right of Beneficiary to the payment of the Obligations out of the proceeds of sale of the Property in preference to every other
claimant whatsoever;


 


(c) waives any right to bring
or utilize any defense, counterclaim or setoff, other than one which denies the existence or sufficiency of the facts upon which any foreclosure
action is grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding clause, is timely raised in a foreclosure
action, such defense, counterclaim or setoff shall be dismissed. If such defense, counterclaim or setoff is based on a Claim which could
be tried in an action for money damages, such Claim may be brought in a separate action which shall not thereafter be consolidated with
the foreclosure action. The bringing of such separate action for money damages shall not be deemed to afford any grounds for staying the
foreclosure action; and


 






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(d) waives and relinquishes
any and all rights and remedies which Grantor may have or be able to assert by reason of the provisions of any Laws, including, without
limitation, the rights or remedies set forth in North Carolina Gen. Stat. §26-7, et seq., pertaining to the rights and remedies of
sureties.


 


9.4 Successors and Assigns.
All of the grants, covenants, terms, provisions and conditions of this Deed of Trust shall run with the Land and shall apply to and bind
the successors and assigns of Grantor (including any permitted subsequent owner of the Property), and inure to the benefit of Beneficiary,
its successors and assigns and to the successors in trust of Trustee.


 


9.5 No Warranty by Beneficiary
or Trustee. By inspecting the Property or by accepting or approving anything required to be observed, performed or fulfilled by
Grantor or to be given to Beneficiary or Trustee pursuant to this Deed of Trust or any of the other Loan Documents, Beneficiary and Trustee
shall not be deemed to have warranted or represented the condition, sufficiency, legality, effectiveness or legal effect of the same,
and such acceptance or approval shall not constitute any warranty or representation with respect thereto by Beneficiary or Trustee.


 


9.6 Amendments.
This Deed of Trust may not be modified or amended except by an agreement in writing, signed by the party against whom enforcement of the
change is sought.


 


9.7 Severability.
In the event any one or more of the provisions of this Deed of Trust or any of the other Loan Documents shall for any reason be held to
be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of
the Loan Documents operates or would prospectively operate to invalidate this Deed of Trust or any of the other Loan Documents, then and
in either of those events, at the option of Beneficiary, such provision or provisions only shall be deemed null and void and shall not
affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full
force and effect and shall in no way be affected, prejudiced or disturbed thereby.


 


9.8 Notices.
All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing and, unless otherwise
specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if given in accordance with the provisions
of the Loan Agreement.


 


9.8 Joint and Several
Liability. If Grantor consists of two (2) or more Persons, the term “Grantor” shall also refer to all Persons signing
this Deed of Trust as Grantor, and to each of them, and all of them are jointly and severally bound, obligated and liable hereunder. Trustee
or Beneficiary may release, compromise, modify or settle with any of Grantor, in whole or in part, without impairing, lessening or affecting
the obligations and liabilities of the others of Grantor hereunder or under the Note or any of the other Loan Documents. Any of the acts
mentioned aforesaid may be done without the approval or consent of, or notice to, any of Grantor.


 


9.9 Cross-Collateralization.
Grantor acknowledges that Beneficiary has made the Loan to Grantor upon the security of its collective interest in the Collateral and
in reliance upon the aggregate of the Collateral taken together being of greater value as collateral security than the sum of security
taken separately. Grantor agrees that each of the Loan Documents are and will be cross collateralized and cross defaulted with each other
so that an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents and
such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Grantor waives any claims related thereto.


 






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9.10 Rules of Construction.
The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import
refer to this Deed of Trust in its entirety. The terms “agree” and “agreements” mean and include “covenant”
and “covenants.” The words “include” and “including” shall be interpreted as if followed by the words
“without limitation.” The headings of this Deed of Trust are for convenience of reference only and shall not be considered
a part hereof and are not in any way intended to define, limit or enlarge the terms hereof. All references (a) made in the neuter, masculine
or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to
have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended,
restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, (d) to the Land, Improvements, Personalty,
Real Property or Property shall mean all or any portion of each of the foregoing, respectively, and (e) to Articles or Sections are to
the respective Articles or Sections contained in this Deed of Trust unless expressly indicated otherwise. Any term used or defined in
the Uniform Commercial Code of the State, as in effect from time to time, which is not defined in this Deed of Trust shall have the meaning
ascribed to that term in the Uniform Commercial Code of the State. If a term is defined in Article 9 of the Uniform Commercial Code of
the State differently than in another Article of the Uniform Commercial Code of the State, the term shall have the meaning specified in
Article 9.


 


9.11 Governing Law.
This Deed of Trust shall be construed, governed and enforced in accordance with the Laws in effect from time to time in the State.


 


9.12 Entire Agreement.
The Loan Documents constitute the entire understanding and agreement between Grantor and Beneficiary with respect to the transactions
arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between Grantor and Beneficiary
with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment by Beneficiary
to make the Loan are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations,
understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.


 


9.13 Attorney’s
Fees. Notwithstanding anything to the contrary contained in this Deed of Trust or any other Loan Documents, or the language of
N.C.G.S. Sec. 6-212, “legal fees,” “legal expenses,” “attorneys’ fees,” “reasonable attorney
fees” and similar expressions used in this Deed of Trust and the other Loan Documents shall mean the amount actually charged by
the attorneys (based on time actually spent and customary hourly rates) retained by Lender in exercising its rights under this Deed of
Trust and the other Loan Documents.


 


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    	 	18	 



     


    

 


IN WITNESS WHEREOF, Grantor has caused this
Deed of Trust to be executed as of the date first above written.


 


	 	CHARLOTTE 3 PARK MHP LLC,
	 	a North Carolina limited liability company
	 	 
	 	By:	Manufactured Housing Properties, Inc.
	 	Its:	Sole Member
	 	 
	 	By:	/s/ Michael Z. Anise
	 	 	Michael Z. Anise, President




 


STATE OF NORTH CAROLINA


COUNTY OF MECKLENBURG


 


I ____Janalyn Bailey___________________,
certify that the following person personally appeared before me this day, acknowledging to me that he voluntarily signed the foregoing
document on behalf of Charlotte 3 Park MHP LLC for the purpose stated therein and in the capacity indicated: Michael Z. Anise, as President
of Manufactured Housing Properties, Inc., the Sole Member of Charlotte 3 Park MHP LLC.


 


Date: ___April 12________, 2022.


 


	 	/s/ Janalyn M. Bailey
	 	Official Signature of Notary
	 	 
	 	Janalyn M. Bailey
	 	Notary’s printed or typed name, Notary Public
	 	 
	(Official Seal)	 
	 	My commission expires:__03/25/2024______




 








    	 	 	 



     


    

 


Exhibit A


 


Legal Description


 


BEING ALL OF LOTS 25,
26 AND 32 THROUGH 35 OF THE CERTAIN SUBDIVISION KNOWN AS LEGRAND FARMS, ACCORDING TO MAP OR PLAT THEREOF DULY RECORDED IN MAP BOOK 5,
PAGE 335, MECKLENBURG COUNTY REGISTRY. AND THE FOLLOWING STRIP OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT LOCATED 16.82 FEET
N. 14-49-49 E. FROM THE NORTHERNMOST CORNER OF LOT 36 OF THE A. T. LEGRAND FARM PROPERTY AS SHOWN IN MAP BOOK 5 AT PAGE 335 IN THE MECKLENBURG
PUBLIC REGISTRY, AND CONTINUING FROM SAID POINT OF BEGINNING S. 48-14-11 E. 107.99 FEET TO A POINT; THENCE S. 44-40-43 E. 83.66 FEET
TO A NEW IRON PIN; THENCE N. 38-40-27 E. 201.86 FEET TO A NEW IRON PIN; THENCE S. 86-29 E. 132.30 FEET TO A POINT; THENCE S. 12-23 E.
15.60 FEET TO A POINT; THENCE N. 86-29 W. 128.79 FEET TO AN EXISTING IRON PIN; THENCE S. 38-40-27 W. 210.93 FEET TO AN EXISTING IRON
PIN; THENCE N. 44-40-43 W. 100.05 FEET TO AN EXISTING IRON PIN; THENCE N. 48-14-11 W. 99.91 FEET TO AN EXISTING IRON PIN; THENCE N. 14-49-49
E. 16.82 FEET TO THE POINT AND PLACE OF BEGINNING, AND ALL AS SHOWN ON THE SURVEY BY THE CHARLOTTE-MECKLENBURG UTILITY DEPARTMENT, ENGINEERING
DIVISION DATED NOVEMBER 1, 1987.