Exhibit
10.6


 





 



 


Space
Above This Line For Recording Data


 


Loan
No. 5000005272


 


This
document was

prepared by:


 


Brandy
Milazzo


Ascension
Law


5821
Fairview Road, Suite 500


Charlotte,
NC 28209


 


MORTGAGE


(With
Future Advance Clause)





 



 


DATE
AND PARTIES. The date of this Mortgage (Security Instrument) is April
14, 2022. The parties and their addresses are:


 


MORTGAGOR:


Charlotte
3 Park MHP, LLC


136
Main Street


Pineville,
NC 28134


 


LENDER:


BANK:
TowneBank


Organized
and existing under the


laws
of Virginia


6337
Morrison Blvd.


Charlotte,
NC 28211


 






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1.
DEFINITIONS. For the purposes of this document, the following term
has the following meaning.


 


A.
Loan. "Loan" refers to this transaction generally, including obligations and duties
arising from the terms of all documents prepared or submitted for this transaction.


 


2.
CONVEYANCE. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, and to secure the Secured
Debts and Mortgagor's performance under this Security Instrument, Mortgagor does hereby grant, bargain, convey and mortgage to Lender,
the following described property:


 


See
attached legal description


 


The
property is located in South Carolina, County of York.


 


Together
with all rights, easements, appurtenances, royalties, mineral rights, oil and gas rights, all water and riparian rights, wells, ditches
and water stock, crops, timber including timber to be cut now or at any time in the future, all diversion payments or third-party payments
made to crop producers and all existing and future improvements, structures, fixtures, and replacements that may now, or at any time
in the future, be part of the real estate described (all referred to as Property). This Security Instrument will remain in effect until
the Secured Debts and all underlying agreements have been terminated in writing by Lender.


 


3.
MAXIMUM OBLIGATION LIMIT. The total principal amount secured by this Security Instrument at any one time and from time to time will
not exceed $3,158,400.00. Any limitation of amount does not include interest and other fees and charges validly made pursuant to this
Security Instrument. Also, this limitation does not apply to advances made under the terms of this Security Instrument to protect Lender's
security and to perform any of the covenants contained in this Security Instrument. Interest under the Note will be deferred, accrued
or capitalized; however, Lender will not be required to defer, accrue or capitalize any interest except as provided in the Note.


 


4.
SECURED DEBTS AND FUTURE ADVANCES. The term "Secured Debts" includes and this Security Instrument will secure each of the
following:


 


A.
Specific Debts. The following debts and all extensions, renewals, refinancings, modifications and replacements. A promissory note
or other agreement, dated April 14, 2022, from Mortgagor to Lender, with a loan amount of the lesser of (a) the aggregate principal amount
of $3,158,400.00, (b) 75% of the appraised value of the Collateral or (c) 75% of Lender approved costs to finance the Properties.


 


B.
Future Advances. All future advances from Lender to Mortgagor under the Specific Debts executed by Mortgagor in favor of Lender after
this Security Instrument. If more than one person signs this Security Instrument, each agrees that this Security Instrument will secure
all future advances that are given to Mortgagor either individually or with others who may not sign this Security Instrument. All future
advances are secured by this Security Instrument even though all or part may not yet be advanced. All future advances are secured as
if made on the date of this Security Instrument. Nothing in this Security Instrument shall constitute a commitment to make additional
or future advances in any amount. Any such commitment must be agreed to in a separate writing.


 


C.
All Debts. All present and future debts from Mortgagor to Lender, even if this Security Instrument is not specifically referenced,
or if the future debt is unrelated to or of a different type than this debt. If more than one person signs this Security Instrument,
each agrees that it will secure debts incurred either individually or with others who may not sign this Security Instrument. Nothing
in this Security Instrument constitutes a commitment to make additional or future loans or advances. Any such commitment must be in writing.
This Security Instrument will not secure any debt for which a non-possessory, non-purchase money security interest is created in "household
goods" in connection with a "consumer loan," as those terms are defined by federal law governing unfair and deceptive
credit practices. This Security Instrument will not secure any debt for which a security interest is created in "margin stock"
and Lender does not obtain a "statement of purpose," as defined and required by federal law governing securities. This Security
Instrument will not secure any other debt if Lender, with respect to that other debt, fails to fulfill any necessary requirements or
fails to conform to any limitations of the Truth in Lending Act (Regulation Z) or the Real Estate Settlement Procedures Act {Regulation
X) that are required for loans secured by the Property.


 


D.
Sums Advanced. All sums advanced and expenses incurred by Lender under the terms of this Security Instrument.


 






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5.
LIMITATIONS ON CROSS-COLLATERALIZATION. The cross-collateralization clause on any existing or future loan, but not including this
Loan, is void and ineffective as to this Loan, including any extension or refinancing.


 


The
Loan is not secured by a previously executed security instrument if a non-possessory, non-purchase money security interest is created
in "household goods" in connection with a "consumer loan," as those terms are defined by federal law governing unfair
and deceptive credit practices. The Loan is not secured by a previously executed security instrument if Lender fails to fulfill any necessary
requirements or fails to conform to any limitations of the Real Estate Settlement Procedures Act, (Regulation X), that are required for
loans secured by the Property or if, as a result, the other debt would become subject to Section 670 of the John Warner National Defense
Authorization Act for Fiscal Year 2007.


 


The
Loan is not secured by a previously executed security instrument if Lender fails to fulfill any necessary requirements or fails to conform
to any limitations of the Truth in Lending Act, (Regulation Z), that are required for loans secured by the Property.


 


6.
PAYMENTS. Mortgagor agrees that all payments under the Secured Debts will be paid when due and in accordance with the terms of the
Secured Debts and this Security Instrument.


 


7.
WARRANTY OF TITLE. Mortgagor warrants that Mortgagor is or will be lawfully seized of the estate conveyed by this Security Instrument
and has the right to grant, bargain, convey, sell and mortgage the Property. Mortgagor also warrants that the Property is unencumbered,
except for encumbrances of record.


 


8.
PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust, security agreement or other lien document that created
a prior security interest or encumbrance on the Property, Mortgagor agrees:


 


A.
To make all payments when due and to perform or comply with all covenants.


 


B.
To promptly deliver to Lender any notices that Mortgagor receives from the holder.


 


C.
Not to allow any modification or extension of, nor to request any future advances under any note or Agreement secured by the lien
document without Lender's prior written consent.


 


9.
CLAIMS AGAINST TITLE. Mortgagor will pay all taxes, assessments, liens, encumbrances, lease payments, ground rents, utilities, and
other charges relating to the Property when due. Lender may require Mortgagor to provide to Lender copies of all notices that such amounts
are due and the receipts evidencing Mortgagor's payment. Mortgagor will defend title to the Property against any claims that would impair
the lien of this Security Instrument. Mortgagor agrees to assign to Lender, as requested by Lender, any rights, claims or defenses Mortgagor
may have against parties who supply labor or materials to maintain or improve the Property.


 


10.
DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the entire balance of the Secured Debt to be immediately due and payable
upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property. This
right is subject to the restrictions imposed by federal law, as applicable.


 


11.
TRANSFER OF AN INTEREST IN THE MORTGAGOR. If Mortgagor is an entity other than a natural person (such as a corporation, partnership,
limited liability company or other organization), Lender may demand immediate payment if:


 


A.
beneficial interest in Mortgagor is sold or transferred.


 


B.
There is a change in either the identity or number of members of a partnership or similar entity.


 


C.
There is a change in ownership of more than 25 percent of the voting stock of a corporation, partnership, limited liability company
or similar entity.


 


However,
Lender may not demand payment in the above situations if it is prohibited by law as of the date of this Security Instrument.


 


13.
WARRANTIES AND REPRESENTATIONS. Mortgagor makes to Lender the following warranties and representations which will continue as long
as this Security Instrument is in effect:


 


A.
Power. Mortgagor is duly organized, and validly existing and in good standing in all jurisdictions in which Mortgagor operates. Mortgagor
has the power and authority to enter into this transaction and to carry on Mortgagor's business or activity as it is now being conducted
and, as applicable, is qualified to do so in each jurisdiction in which Mortgagor operates.


 


B.
Authority. The execution, delivery and performance of this Security Instrument and the obligation evidenced by this Security Instrument
are within Mortgagor's powers, have been duly authorized, have received all necessary governmental approval, will not violate any provision
of law, or order of court or governmental agency, and will not violate any agreement to which Mortgagor is a party or to which Mortgagor
is or any of Mortgagor's property is subject.


 






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C.
Name and Place of Business. Other than previously disclosed in writing to Lender, Mortgagor has not changed Mortgagor's name or principal
place of business within the last 10 years and has not used any other trade or fictitious name. Without Lender's prior written consent,
Mortgagor does not and will not use any other name and will preserve Mortgagor's existing name, trade names and franchises.


 


14.
PROPERTY CONDITION, ALTERATIONS, INSPECTION, VALUATION AND APPRAISAL. Mortgagor will keep the Property in good condition and make
all repairs that are reasonably necessary. Mortgagor will not commit or allow any waste, impairment, or deterioration of the Property.
Mortgagor will keep the Property free of noxious weeds and grasses. Mortgagor agrees that the nature of the occupancy and use will not
substantially change without Lender's prior written consent. Mortgagor will not permit any change in any license, restrictive covenant
or easement without Lender's prior written consent. Mortgagor will notify Lender of all demands, proceedings, claims, and actions against
Mortgagor, and of any loss or damage to the Property.


 


No
portion of the Property will be removed, demolished or materially altered without Lender's prior written consent except that Mortgagor
has the right to remove items of personal property comprising a part of the Property that become worn or obsolete, provided that such
personal property is replaced with other personal property at least equal in value to the replaced personal property, free from any title
retention device, security agreement or other encumbrance. Such replacement of personal property will be deemed subject to the security
interest created by this Security Instrument. Mortgagor will not partition or subdivide the Property without Lender's prior written consent.


 


Lender
or Lender's agents may, at Lender's option, enter the Property at any reasonable time and frequency for the purpose of inspecting, valuating,
or appraising the Property. Lender will give Mortgagor notice at the time of or before an on-site inspection, valuation, or appraisal
for on-going due diligence or otherwise specifying a reasonable purpose. Any inspection, valuation or appraisal of the Property will
be entirely for Lender's benefit and Mortgagor will in no way rely on Lender's inspection, valuation or appraisal for its own purpose,
except as otherwise provided by law.


 


15.
AUTHORITY TO PERFORM. If Mortgagor fails to perform any duty or any of the covenants contained in this Security Instrument, Lender
may, without notice, perform or cause them to be performed. Mortgagor appoints Lender as attorney in fact to sign Mortgagor's name or
pay any amount necessary for performance. Lender's right to perform for Mortgagor will not create an obligation to perform, and Lender's
failure to perform will not preclude Lender from exercising any of Lender's other rights under the law or this Security Instrument. If
any construction on the Property is discontinued or not carried on in a reasonable manner, Lender may take all steps necessary to protect
Lender's security interest in the Property, including completion of the construction.


 


16.
ASSIGNMENT OF LEASES AND RENTS. Mortgagor assigns, grants, bargains, conveys and mortgages to Lender as additional security all the
right, title and interest in the following (Property).


 


A.
Existing or future leases, subleases, licenses, guaranties and any other written or verbal agreements for the use and occupancy of
the Property, including but not limited to any extensions, renewals, modifications or replacements (Leases).


 


B.
Rents, issues and profits, including but not limited to security deposits, minimum rents, percentage rents, additional rents, common
area maintenance charges, parking charges, real estate taxes, other applicable taxes, insurance premium contributions, liquidated damages
following default, cancellation premiums, "loss of rents" insurance, guest receipts, revenues, royalties, proceeds, bonuses,
accounts, contract rights, general intangibles, and all rights and claims which Mortgagor may have that in any way pertain to or are
on account of the use or occupancy of the whole or any part of the Property (Rents).


 


In
the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also be regarded as a security
agreement. Mortgagor will promptly provide Lender with copies of the Leases and will certify these Leases are true and correct copies.
The existing Leases will be provided on execution of the Assignment, and all future Leases and any other information with respect to
these Leases will be provided immediately after they are executed. Mortgagor may collect, receive, enjoy and use the Rents so long as
Mortgagor is not in default. Mortgagor will not collect in advance any Rents due in future lease periods, unless Mortgagor first obtains
Lender's written consent. Upon default, Mortgagor will receive any Rents in trust for Lender and Mortgagor will not commingle the Rents
with any other funds. When Lender so directs, Mortgagor will endorse and deliver any payments of Rents from the Property to Lender. Amounts
collected will be applied at Lender's discretion to the Secured Debts, the costs of managing, protecting, valuating, appraising and preserving
the Property, and other necessary expenses. Mortgagor agrees that this Security Instrument is immediately effective between Mortgagor
and Lender and effective as to third parties on the recording of this Assignment. As long as this Assignment is in effect, Mortgagor
warrants and represents that no default exists under the Leases, and the parties subject to the Leases have not violated any applicable
law on leases, licenses and landlords and tenants. Mortgagor, at its sole cost and expense, will keep, observe and perform, and require
all other parties to the Leases to comply with the Leases and any applicable law. If Mortgagor or any party to the Lease defaults or
fails to observe any applicable law, Mortgagor will promptly notify Lender. If Mortgagor neglects or refuses to enforce compliance with
the terms of the Leases, then Lender may, at Lender's option, enforce compliance. Mortgagor will not sublet, modify, extend, cancel,
or otherwise alter the Leases, or accept the surrender of the Property covered by the Leases (unless the Leases so require) without Lender's
consent. Mortgagor will not assign, compromise, subordinate or encumber the Leases and Rents without Lender's prior written consent.
Lender does not assume or become liable for the Property's maintenance, depreciation, or other losses or damages when Lender acts to
manage, protect or preserve the Property, except for losses and damages due to Lender's gross negligence or intentional torts. Otherwise,
Mortgagor will indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when Lender opts to
exercise any of its remedies against any party obligated under the Leases.


 






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17.
DEFAULT. Mortgagor will be in default if any of the following events (known separately and collectively as an Event of Default) occur:


 


A.
Payments. Mortgagor fails to make a payment in full when due.


 


B.
Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any
debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence
by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition
or debtor relief law by or against Mortgagor, Borrower, or any co-signer, endorser, surety or guarantor of this Security Instrument or
any other obligations Borrower has with Lender.


 


C.
Business Termination. Mortgagor merges, dissolves, reorganizes, ends its business or existence, or a partner or majority owner dies
or is declared legally incompetent.


 


D.
Failure to Perform. Mortgagor fails to perform any condition or to keep any promise or covenant of this Security Instrument.


 


E.
Other Documents. A default occurs under the terms of any other document relating to the Secured Debts.


 


F.
Other Agreements. Mortgagor is in default on any other debt or agreement Mortgagor has with Lender.


 


G.
Misrepresentation. Mortgagor makes any verbal or written statement or provides any financial information that is untrue, inaccurate,
or conceals a material fact at the time it is made or provided.


 


H.
Judgment. Mortgagor fails to satisfy or appeal any judgment against Mortgagor.


 


I.
Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority.


 


J.
Name Change. Mortgagor changes Mortgagor's name or assumes an additional name without notifying Lender before making such a change.


 


K.
Property Transfer. Mortgagor transfers all or a substantial part of Mortgagor's money or property. This condition of default, as
it relates to the transfer of the Property, is subject to the restrictions contained in the DUE ON SALE section.


 


L.
Property Value. Lender determines in good faith that the value of the Property has declined or is impaired.


 


M.
Material Change. Without first notifying Lender, there is a material change in Mortgagor's business, including ownership, management,
and financial conditions.


 


N.
Insecurity. Lender determines in good faith that a material adverse change has occurred in Mortgagor's financial condition from the
conditions set forth in Mortgagor's most recent financial statement before the date of this Security Instrument or that the prospect
for payment or performance of the Secured Debts is impaired for any reason.


 






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18.
REMEDIES. On or after the occurrence of an Event of Default, Lender may use any and all remedies Lender has under state or federal
law or in any document relating to the Secured Debts. Any amounts advanced on Mortgagor's behalf will be immediately due and may be added
to the balance owing under the Secured Debts. Lender may make a claim for any and all insurance benefits or refunds that may be available
on Mortgagor's default. Subject to any right to cure, required time schedules or any other notice rights Mortgagor may have under federal
and state law, Lender may make all or any part of the amount owing by the terms of the Secured Debts immediately due and foreclose this
Security Instrument in a manner provided by law upon the occurrence of an Event of Default or anytime thereafter.


 


All
remedies are distinct, cumulative and not exclusive, and Lender is entitled to all remedies provided at law or equity, whether or not
expressly set forth. The acceptance by Lender of any sum in payment or partial payment on the Secured Debts after the balance is due
or is accelerated or after foreclosure proceedings are filed will not constitute a waiver of Lender's right to require full and complete
cure of any existing default. By not exercising any remedy, Lender does not waive Lender's right to later consider the event a default
if it continues or happens again.


 


At
any time after default (whether before or after judgment), Lender may take possession of any collateral for the loan or obtain the appointment
of a receiver pursuant to SC Code §15-65-10, et seq. or otherwise as permitted by law. Any receiver shall be vested with all of
the powers, rights and duties of receivers generally. Lender or any receiver may collect any rents and profits from the collateral and
may rent, sell, operate or manage the collateral without notice to Mortgagor or any other party (Mortgagor waives any right to notice)
and without consideration of the value of the collateral or Mortgagor's solvency. All amounts collected by Lender or the receiver shall,
after the expenses of taking possession, renting, selling, operating and managing (and of any receivership), be applied to payment of
the loan. If Lender should take possession or if a receiver should be appointed or if there should be a sale of the collateral, Mortgagor,
or any person in possession of the collateral, shall become a tenant at will of Lender, the receiver or the purchaser and may be removed
by a writ of ejectment, summary ejectment or other lawful remedy.


 


19.
COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after the occurrence of an Event of Default, to the extent permitted by law, Mortgagor
agrees to pay all expenses of collection, enforcement, valuation, appraisal or· protection of Lender's rights and remedies under
this Security Instrument or any other document relating to the Secured Debts. Mortgagor agrees to pay expenses for Lender to inspect,
valuate, appraise and preserve the Property and for any recordation costs of releasing the Property from this Security Instrument. Expenses
include, but are not limited to, attorneys' fees, court costs and other legal expenses. These expenses are due and payable immediately.
If not paid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in
effect as provided for in the terms of the Secured Debts. In addition, to the extent permitted by the United States Bankruptcy Code,
Mortgagor agrees to pay the reasonable attorneys' fees incurred by Lender to protect Lender's rights and interests in connection with
any bankruptcy proceedings initiated by or against Mortgagor.


 


20.
ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this section, (1) Environmental Law means, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601 et seq.), all other federal, state and local laws, regulations,
ordinances, court orders, attorney general opinions or interpretive letters concerning the public health, safety, welfare, environment
or a hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste, pollutant or contaminant
which has characteristics which render the substance dangerous or potentially dangerous to the public health, safety, welfare or environment.
The term includes, without limitation, any substances defined as "hazardous material," "toxic substance," "hazardous
waste," "hazardous substance," or "regulated substance" under any Environmental Law.


Mortgagor
represents, warrants and agrees that:


 


A.
Except as previously disclosed and acknowledged in writing to Lender, no Hazardous Substance has been, is, or will be located, transported,
manufactured, treated, refined, or handled by any person on, under or about the Property, except in the ordinary course of business and
in strict compliance with all applicable Environmental Law.


 


B.
Except as previously disclosed and acknowledged in writing to Lender, Mortgagor has not and will not cause, contribute to, or permit
the release of any Hazardous Substance on the Property.


 


C.
Mortgagor will immediately notify Lender if (1) a release or threatened release of Hazardous Substance occurs on, under or about
the Property or migrates or threatens to migrate from nearby property; or {2) there is a violation of any Environmental Law concerning
the Property. In such an event, Mortgagor will take all necessary remedial action in accordance with Environmental Law.


 






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D.
Except as previously disclosed and acknowledged in writing to Lender, Mortgagor has no knowledge of or reason to believe there is
any pending or threatened investigation, claim, or proceeding of any kind relating to (1) any Hazardous Substance located on, under or
about the Property; or (2) any violation by Mortgagor or any tenant of any Environmental Law. Mortgagor will immediately notify Lender
in writing as soon as Mortgagor has reason to believe there is any such pending or threatened investigation, claim, or proceeding. In
such an event, Lender has the right, but not the obligation, to participate in any such proceeding including the right to receive copies
of any documents relating to such proceedings.


 


E.
Except as previously disclosed and acknowledged in writing to Lender, Mortgagor and every tenant have been, are and will remain in
full compliance with any applicable Environmental Law.


 


F.
Except as previously disclosed and acknowledged in writing to Lender, there are no underground storage tanks, private dumps or open
wells located on or under the Property and no such tank, dump or well will be added unless Lender first consents in writing.


 


G.
Mortgagor will regularly inspect the Property, monitor the activities and operations on the Property, and confirm that all permits,
licenses or approvals required by any applicable Environmental Law are obtained and complied with.


 


H.
Mortgagor will permit, or cause any tenant to permit, Lender or Lender's agent to enter and inspect the Property and review all records
at any reasonable time to determine (1) the existence, location and nature of any Hazardous Substance on, under or about the Property;
(2) the existence, location, nature, and magnitude of any Hazardous Substance that has been released on, under or about the Property;
or (3) whether or not Mortgagor and any tenant are in compliance with applicable Environmental Law.


 


I.
Upon Lender's request and at any time, Mortgagor agrees, at Mortgagor's expense, to engage a qualified environmental engineer to
prepare an environmental audit of the Property and to submit the results of such audit to Lender. The choice of the environmental engineer
who will perform such audit is subject to Lender's approval.


 


J.
Lender has the right, but not the obligation, to perform any of Mortgagor's obligations under this section at Mortgagor's expense.


 


K.
As a consequence of any breach of any representation, warranty or promise made in this section, (1) Mortgagor will indemnify and
hold Lender and Lender's successors or assigns harmless from and against all losses, claims, demands, liabilities, damages, cleanup,
response and remediation costs, penalties and expenses, including without limitation all costs of litigation and attorneys' fees, which
Lender and Lender's successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Security Instrument and
in return Mortgagor will provide Lender with collateral of at least equal value to the Property without prejudice to any of Lender's
rights under this Security Instrument.


 


L.
Notwithstanding any of the language contained in this Security Instrument to the contrary, the terms of this section will survive
any foreclosure or satisfaction of this Security Instrument regardless of any passage of title to Lender or any disposition by Lender
of any or all of the Property. Any claims and defenses to the contrary are hereby waived.


 


21.
CONDEMNATION. Mortgagor will give Lender prompt notice of any pending or threatened action by private or public entities to purchase
or take any or all of the Property through condemnation, eminent domain, or any other means. Mortgagor authorizes Lender to intervene
in Mortgagor's name in any of the above-described actions or claims. Mortgagor assigns to Lender the proceeds of any award or claim for
damages connected with a condemnation or other taking of all or any part of the Property. Such proceeds will be considered payments and
will be applied as provided in this Security Instrument. This assignment of proceeds is subject to the terms of any prior mortgage, deed
of trust, security agreement or other lien document.


 


22.
INSURANCE. Mortgagor agrees to keep the Property insured against the risks reasonably associated with the Property. Mortgagor will
maintain this insurance in the amounts Lender requires. This insurance will last until the Property is released from this Security Instrument.
What Lender requires pursuant to the preceding two sentences can change during the term of the Secured Debts. Mortgagor may choose the
insurance company, subject to Lender's approval, which will not be unreasonably withheld.


 






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All
insurance policies and renewals shall include a standard "mortgage clause" (or "lender loss payable clause") endorsement
that names Lender as "mortgagee" and "loss payee". If required by Lender, all insurance policies and renewals will
also include an "additional insured" endorsement that names Lender as an "additional insured". If required by Lender,
Mortgagor agrees to maintain comprehensive general liability insurance and rental loss or business interruption insurance in amounts
and under policies acceptable to Lender. The comprehensive general liability insurance must name Lender as an additional insured. The
rental loss or business interruption insurance must be in an amount equal to at least coverage of one year's debt service, and required
escrow account deposits (if agreed to separately in writing).


 


Mortgagor
will give Lender and the insurance company immediate notice of any loss. All insurance proceeds will be applied to restoration or repair
of the Property or to the Secured Debts, at Lender's option. If Lender acquires the Property in damaged condition, Mortgagor's rights
to any insurance policies and proceeds will pass to Lender to the extent of the Secured Debts.


 


Mortgagor
will immediately notify Lender of cancellation or termination of insurance. If Mortgagor fails to keep the Property insured, Lender may
obtain insurance to protect Lender's interest in the Property and Mortgagor will pay for the insurance on Lender's demand. Lender may
demand that Mortgagor pay for the insurance all at once, or Lender may add the insurance premiums to the balance of the Secured Debts
and charge interest on it at the rate that applies to the Secured Debts. This insurance may include lesser or greater coverages than
originally required of Mortgagor, may be written by a company other than one Mortgagor would choose, and may be written at a higher rate
than Mortgagor could obtain if Mortgagor purchased the insurance. Mortgagor acknowledges and agrees that Lender or one of Lender's affiliates
may receive commissions on the purchase of this insurance.


 


23.
ESCROW FOR TAXES AND INSURANCE. Mortgagor will not be required to pay to Lender funds for taxes and insurance in escrow.


 


24.
WAIVERS. Except to the extent prohibited by law, Mortgagor waives all homestead exemption rights relating to the Property.


 


25.
USE OF PROPERTY. Mortgagor shall not use or occupy the Property in any manner that would constitute a violation of any state and/or
federal laws involving controlled substances, even in a jurisdiction that allows such use by state or local law or ordinance. In the
event that Mortgagor becomes aware of such a violation, Mortgagor shall take all actions allowed by law to terminate the violating activity.


 


In
addition to all other indemnifications, obligations, rights and remedies contained herein, if the Lender and/or its respective directors,
officers, employees, agents and attorneys (each an "lndemnitee") is made a party defendant to any litigation or any claim is
threatened or brought against such lndemnitee concerning this Security Instrument or the related property or any part thereof or therein
or concerning the construction, maintenance, operation or the occupancy or use of such property, then the Mortgagor shall (to the extent
permitted by applicable law} indemnify, defend and hold each lndemnitee harmless from and against all liability by reason of said litigation
or claims, including attorneys' fees and expenses incurred by such lndemnitee in connection with any such litigation or claim, whether
or not any such litigation or claim is prosecuted to judgment. To the extent permitted by applicable law, the within indemnification
shall survive payment of the Secured Debt, and/or any termination, release or discharge executed by the Lender in favor of the Mortgagor.


 


Violation
of this provision is a material breach of this Security Instrument and thereby constitutes a default under the terms and provisions of
this Security Instrument.


 


26.
OTHER TERMS. The following are applicable to this Security Instrument:


 


A.
No Action by Lender. Nothing contained in this Security Instrument shall require Lender to take any action.


 


B.
Additional Terms. The Maturity Date of this Mortgage is October 1, 2028.


 


27.
APPLICABLE LAW. This Security Instrument is governed by the laws of South Carolina, the United States of America, and to the extent
required, by the laws of the jurisdiction where the Property is located, except to the extent such state laws are preempted by federal
law.


 


28.
JOINT AND SEVERAL LIABILITY AND SUCCESSORS. Each Mortgagor's obligations under this Security Instrument are independent of the obligations
of any other Mortgagor. Lender may sue each Mortgagor severally or together with any other Mortgagor. Lender may release any part of
the Property and Mortgagor will still be obligated under this Security Instrument for the remaining Property. Mortgagor agrees that Lender
and any party to this Security Instrument may extend, modify or make any change in the terms of this Security Instrument or any evidence
of debt without Mortgagor's consent. Such a change will not release Mortgagor from the terms of this Security Instrument. The duties
and benefits of this Security Instrument will bind and benefit the successors and assigns of Lender and Mortgagor.


 






    8


     


    

 


29.
AMENDMENT, INTEGRATION AND SEVERABILITY. This Security Instrument. may not be amended or modified by oral agreement. No amendment
or modification of this Security Instrument is effective unless made in writing. This Security Instrument and any other documents relating
to the Secured Debts are the complete and final expression of the agreement. If any provision of this Security Instrument is unenforceable,
then the unenforceable provision will be severed and the remaining provisions will still be enforceable.


 


30.
INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for
convenience only and are not to be used to interpret or define the terms of this Security Instrument.


 


31.
NOTICE, ADDITIONAL DOCUMENTS AND RECORDING FEES. Unless otherwise required by law, any notice will be given by delivering it or mailing
it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated
in writing. Notice to one Mortgagor will be deemed to be notice to all Mortgagors. Mortgagor will inform Lender in writing of any change
in Mortgagor's name, address or other application information. Mortgagor will provide Lender any other,. correct and complete information
Lender requests to effectively mortgage or convey the Property. Mortgagor agrees to pay all expenses, charges and taxes in connection
with the preparation and recording of this Security Instrument. Mortgagor agrees to sign, deliver, and file any additional documents
or certifications that Lender may consider necessary to perfect, continue, and preserve Mortgagor's obligations under this Security Instrument
and to confirm Lender's lien status on any Property, and Mortgagor agrees to pay all expenses, charges and taxes in connection with the
preparation and recording thereof. Time is of the essence.


 


32.
WAIVER OF JURY TRIAL. All of the parties to this Security Instrument knowingly and intentionally, irrevocably and unconditionally, waive
any and all right to a trial by jury in any litigation arising out of or concerning this Security Instrument or any other documents
relating to the Secured Debts or related obligation. All of these parties acknowledge that this section has either been brought to the
attention of each party's legal counsel or that each party had the opportunity to do so.


.






    9


     


    

 


33.
SIGNATURES. By signing under seal, Mortgagor agrees to the terms and covenants contained in this Security Instrument. Mortgagor also
acknowledges receipt of a copy of this Security Instrument.


 


	MORTGAGOR:	 	 
	 	 	 	 	 	 
	CHARLOTTE 3 PARK MHP LLC,	 	 
	a North Carolina limited liability company	 	 
	 	 	 	 	 	 
	By: Manufactured Housing Properties, Inc.	 	 
	Its: Sole Member	 	 
	 	 	 	 	 	 
	By: 	/s/
    Michael Z. Anise	 	Date:	04/14/2022	 
	 	Michael Z. Anise, President	 	 	 	 
	 	 	 	 	 	 
	 	/s/
    Chelsea Gee	 	Date: 	04/14/2022	 
	 	(Witness)	 	 	 	 
	 	 	 	 	 	 
	 	/s/
    Quinn Olliver	 	Date: 	04/14/2022	 
	 	(Witness)	 	 	 	 



 


ACKNOWLEDGEMENT


State
of South Carolina, County of York


 


I
Janalyn Bailey, a notary public, do hereby certify that Michael Z. Anise, President of Manufactured Housing Properties, Inc, a
member of Charlotte 3 Park MHP, LLC, a North Carolina limited liability company, personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.


 


Witness
my hand and official seal this 14th day of April, 2022.


 


	 	/s/
    Janalyn Bailey 
	 	Notary Public
	(SEAL)	 
	 	 
	 	 
	My Commission Expires: 03/25/2024	 



 






     


     


    

 


EXHIBIT
A


 


LEGAL
DESCRIPTION


 


TRACT
1


 


A
TRACT OF LAND SITUATED IN YORK COUNTY, SOUTH CAROLINA, CITY OF YORK; SAID TRACT BEING THE SAME AS THAT RECORDED IN PLAT BOOK 34, PAGE
21, R.M.C. OFFICE OF AFORESAID COUNTY AND STATE; SAID TRACT BEING MORE PRACTICALLY DESCRIBED BY THE FOLLOWING METES AND BOUNDS, THE BEARINGS
OF WHICH ARE BASED ON SOUTH CAROLINA GRID:


 


COMMENCE
AT A 1/2-INCH REBAR AT THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY LINE OF HALL STREET (VARIABLE RIGHT-OF-WAY) WITH THE NORTHERLY RIGHT-OF-WAY
LINE OF WOOD STREET (VARIABLE RIGHT-OFWAY); THENCE S62°36'52”W ALONG SAID NORTHERLY RIGHT-OF-WAY LINE OF WOOD STREET FOR A
DISTANCE OF 200.05 FEET TO A l-INCH IRON PIPE AT THE SOUTHWESTERLY CORNER OF LANDS NOW OR FORMERLY OWNED BY TABERNACLE OF PARISE FULL
GOSPEL CHURCH (DB 12141 PG 112) AND THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE CONTINUE ALONG SAID RIGHT-OF-WAY S62°34'15"W
FOR A DISTANCE OF 321.28 FEET; THENCE ALONG THE EASTERLY & NORTHERLY-WESTERLY BOUNDARY OF LANDS NOW OR FORMERLY OWNED BY ALAN WITHROW
TRUSTEE (DB 1003 PG 63); THENCE ALONG SAID WITHROW LANDS FOR THE FOLLOWING COURSES AND DISTANCES: N30°31'45"W FOR A DISTANCE
OF 120.00 FEET; S62°34'15"W FOR A DISTANCE OF 150.00 FEET; S30°31'45"E FOR A DISTANCE OF 120.00 FEET TO A IRON ROD;
THENCE S27°20'01"E ALONG WESTERLY RIGHT-OF-WAY LINE OF SAID WOOD STREET FOR A DISTANCE OF 39.21 FEET TO 1/2-INCH IRON ROD; THENCE
ALONG THE NORTH-NORTHWESTERLY LINES OF LANDS NOW OR FORMERLY OWNED BY LARKIN (DB 12141 PG 252) FOR THE FOLLOWING COURSES AND DISTANCES:
S61°02'38"W OR A DISTANCE OF 114.16 FEET TO A l-INCH IRON PIPE; S25°28'42"E FOR A DISTANCE OF 108.74 FEET TO A 1-INCH
IRON PIPE; THENCE S58°18'00"W ALONG THE NORTHERLY LINE OF LANDS NOW OR FORMERLY OWNED BY SAID LARKIN AND COCHRAN (DB 15878 PG
63) FOR A DISTANCE OF 179.33 FEET; THENCE S54°14'00"W ALONG THE NORTHERLY LINE OF LANDS NOW OR FORMERLY OWNED BY ROOT (DB 16614
PG 365) FOR A DISTANCE OF 126.72 FEET TO A l-INCH IRON PIPE IN THE CENTER OF AND OLD RAILROAD BED PRESENTLY KNOWN AS THE CAROLINA &
NORTHWESTERN RAIL TRAIL; THENCE ALONG SAID RAILROAD BED FOR THE FOLLOWING COURSES AND DISTANCES: N05°49'03”W FOR A DISTANCE
OF 337.84 FEET; N02°32'19"W FOR A DISTANCE OF 307.26 FEET; N03°51'48"W FOR A DISTANCE OF 73.17 FEET TO A 1/2-INCH IRON
ROD; NORTHERLY 401.03 FEET ALONG A,CURVE TO THE RIGHT, CONCAVE TO THE EAST, HAVING A CENTRAL ANGLE OF 18°32'49", A RADIUS OF
1238.87 FEET, AND A CHORD BEARING AND DISTANCE OF N02°55'03"E AND 399.28 FEET TO AN IRON ROD WITH AEI CAP ON THE SOUTHERLY RIGHT-OF-WAY
LINE OF N. CONGRESS STREET (VARIABLE RIGHT-OF-WAY); THENCE ALONG THE WESTERLYSOUTHERLY LINES OF LANDS NOW OR FORMERLY OWNED BY NORMAN
(DB 15601 PG 217) FOR THE FOLLOWING COURSES AND DISTANCES: S48°17'49"E FOR A DISTANCE OF 58.32 FEET TO 3/4-INCH IRON PIPE; S43°09'44"E
FOR A DISTANCE OF 350.27 FEET TO A 5/8-INCH IRON ROD; N47°17'03"E FOR A DISTANCE OF 162.98 FEET TO A 5/8 INCH REBAR; THENCE
N52°45'29"E ALONG THE SOUTHERLY LINE OF LANDS NOW OR FORMERLY OWNED BY KURTH (DB 15864 PG 294), ROBINSON (DB 1311 PG 11), AND
MCDOWELL (DB 16232 PG 312) FOR A DISTANCE OF 329.18 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF SAID HALL STREET; THENCE S29°40'38"E
ALONG SAID HALL STREET RIGHT-OF-WAY LINE FOR A DISTANCE OF 330.33 FEET TO A 1/2·INCH IRON ROD; THENCE ALONG THE NORTHERLYWESTERLY
BOUNDARY OF SAID TABERNACLE CHURCH LANDS FOR THE FOLLOWING COURSE AND DISTANCES: S62"06'38"W FOR A DISTANCE OF 202.35 FEET
TO A 2-INCH IRON PIPE; S27°37'52"E FOR A DISTANCE OF 197.51 FEET TO THE POINT OF BEGINNING OF SAID TRACT.


 


SAID
TRACT CONTAINING 11.219 ACRES AS DEPICTED ON AN ALTA/NSPS LAND TITLE SURVEY PREPARED BY AEI CONSULTANTS (JOB 408173).


 






     


     


    

 


TRACT
2


 


A
TRACT OF LAND SITUATED IN YORK COUNTY, SOUTH CAROLINA, CITY OF YORK; SAID TRACT BEING THE SAME AS THAT RECORDED IN PLAT BOOK 34, PAGE
21, R.M.C. OFFICE OF AFORESAID COUNTY AND STATE; SAID TRACT BEING MORE PRACTICALLY DESCRIBED BY THE FOLLOWING METES AND BOUNDS, THE BEARINGS
OF WHICH ARE BASED ON SOUTH CAROLINA GRID:


 


COMMENCE
AT A 1/2-INCH REBAR AT THE INTERSECTION OF THE WESTERLY RIGHT-OF-WAY LINE OF HALL STREET (VARIABLE RIGHT-OF-WAY) WITH THE NORTHERLY RIGHT-OF-WAY
LINE OF WOOD STREET (VARIABLE RIGHT-OFWAY); THENCE ALONG THE NORTH-NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID WOOD STREET FOR THE FOLLOWING
COURSES AND DISTANCES: S62°36'52"W ALONG SAID NORTHERLY RIGHT-OF-WAY LINE OF WOOD STREET FOR A DISTANCE OF 200.05 FEET TO A
1-INCH IRON PIPE AT THE SOUTHWESTERLY CORNER OF LANDS NOW OR FORMERLY OWNED BY TABERNACLE OF PARISE FULL GOSPEL CHURCH (DB 12141 PG 112);
S62°34'15"W FOR A DISTANCE OF 321.28 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE CONTINUE ALONG SAID
RIGHT-OF-WAY S62°34'15"W FOR A DISTANCE OF 150.00 FEET TO A 1/2-INCH ROD; THENCE ALONG THE EASTERLYSOUTHERLY-WESTERLY BOUNDARY
OF LANDS NOW OR FORMERLY OWNED BY MEADOWBROOK MHP (DB 913 PG 208) FOR THE FOLLOWING COURSES AND DISTANCES: N30°31'45"W FOR A
DISTANCE OF 120.00 FEET; N62°34'15"E FOR A DISTANCE OF 150.00 FEET; S30°31'45"E FOR DISTANCE OF 120.00 FEET TO THE
POINT OF BEGINNING OF SAID TRACT.


 


SAID
TRACT CONTAINING 0.413 ACRES AS DEPICTED ON AN ALTA/NSPS LAND TITLE SURVEY PREPARED BY AEI CONSULTANTS (JOB 408173).


 


DERIVATION:
This being the same property conveyed to Charlotte 3 Park MHP LLC by deed from CHR VIII-PCP MHC Charlotte Meadowbrook, LLC, dated December
17, 2021, and recorded December 28, 2021 in Record Book 19876, Page 1, York County Registry.