Exhibit 10.125


 


SECURITY AGREEMENT


 


This agreement made this
the 14 day of September, 2022 between MHP Home Holdings LLC (a North Carolina limited liability company), in this agreement referred
to as Debtor, and North Side MHC, LLC (a South Carolina limited liability company) in this agreement referred to as Secured Party.


 


In consideration of the mutual
covenants and promises set forth in this agreement, debtor and secured party agree:


 


SECTION ONE


GRANT OF SECURITY INTEREST


 


Debtor hereby grants to secured
party a security interest in the collateral described in SECTION TWO to secure the payment and performance of the obligations set forth
in this agreement.


 


SECTION TWO


COLLATERAL


 


The property serving as collateral
and subject to the security interest granted in SECTION ONE is as follows:


 


2.1. Collateral. The
following described property, including all parts, replacements, accessions and all other property rights that may derive from or accrue
to these assets, whether by natural increase or otherwise:


 


All “Park-Owned” manufactured housing
units as set out and described on Exhibit “A” attached hereto, which said units are located at three mobile home parks in
Davidson, Randolph and Iredell Counties, North Carolina 


 


Secured Party shall hold titles to said collateral
as a lienholder pursuant to the motor vehicle laws of the State of North Carolina.


 


2.2. Proceeds. All
proceeds of the above-described collateral.


 


SECTION THREE


ADDITIONAL COLLATERAL


 


Secured party has the right
to require additional collateral as follows:


 


Any other items subsequently
agreed to by the parties in writing.


 




    1


     


    

 


SECTION FOUR


OBLIGATIONS OF DEBTOR


 


The obligations of debtor
that are subject to this security agreement are as follows:


 


4.1. Principal Obligation.
This security agreement secures payment of the sum of Five Hundred Thousand Dollars ($500,000.00), and is evidenced by a promissory
note (in the total amount of $1,200,000.00) executed by Northview MHP LLC and dated the same date as this security agreement.


 


4.2. Other Obligations:
This security agreement also secures all other obligations of debtor to secured party for which debtor is now or may become liable in
any manner to secured party, whether under this agreement or otherwise, and whether primary or secondary, direct or indirect, contingent
or absolute, and howsoever arising. This shall include, but is not limited to:


 


A. All future loans and advances;


 


B. Any expenses incurred in
the protection or maintenance of the collateral; and


 


C. Any expenses incurred in
the enforcement of this security instrument.


 


SECTION FIVE


REPAYMENT SCHEDULE


 


Debtor agrees to repay secured
party in the following manner:


 


Pursuant to a schedule set
out in the promissory note.


 


SECTION SIX


WARRANTIES AND COMMITMENTS


 


6.1. Title. Debtor
is the owner of the collateral, which is free and clear of any and all liens, claims, encumbrances and the like, and has full authority
to use the same as collateral. Debtor agrees to defend the collateral against all other persons who, at any time, may claim an interest
in it.


 


6.2. Security Interest
Outstanding. Debtor warrants that there are no other outstanding security interests in the collateral.


 


6.3. Reuse of Collateral
(Negative Pledge). Debtor agrees that during the course of this agreement, and as long as any obligation that is subject to this agreement
remains outstanding, debtor will not grant a security interest in the collateral to any person without the prior written consent of secured
party.


 


6.4. Liens and Encumbrances.
Debtor agrees that during the course of this agreement, Debtor will keep the collateral free from any and all additional liens, encumbrances
and the like.


 






    2


     


    

 


6.5. Sale of Collateral.
Debtor will not sell, offer for sale, transfer or dispose of the collateral or any interest in the collateral without the prior written
consent of secured party, except in the regular course of business.


 


6.6. Unlawful Uses of Collateral.
Debtor will not use or permit any person to use the collateral in a manner prohibited by law, or in violation of any policy of insurance,
or in any manner inconsistent with the interest of secured party.


 


6.7. Care of Collateral.
Debtor agrees to maintain the collateral in good order and repair at all times and will not waste or destroy the collateral or any
part of it.


 


6.8. Taxes. Debtor
agrees to pay all taxes and assessments as required and when due, and should debtor fail to do so, secured party, although not required
to do so, may, at secured party’s option, pay or discharge the same. Any such payment shall become an obligation of debtor and be secured
by the collateral subject to this agreement.


 


6.9. Insurance. Debtor
shall procure insurance insuring the collateral against the loss through theft, fire or casualty.


 


In the event debtor shall
fail to procure such insurance or fail to pay any premium when due, secured party, although not obliged to do so, may, at secured party’s
option, obtain such insurance or pay such premium. Any such payment made by secured party shall become an obligation of debtor and be
secured under this agreement.


 


6.10. Location of Collateral.
Debtor warrants that the collateral subject to this agreement is at present located at the three mobile home parks referenced above
and that no changes are contemplated in the foreseeable future. Debtor shall not move or relocate the collateral during the term of the
loan without the prior written approval of the Secured Party.


 


SECTION SEVEN


FINANCING STATEMENTS


 


Debtor agrees that secured
party may file one or more financing statements in a form satisfactory to secured party, who is authorized to file a financing statement
in any location deemed necessary or advisable to perfect secured party’s security interest in the collateral or proceeds.


 


Debtor agrees to cooperate
fully with secured party in executing additional financing statements, amendments to financing statements and the like as may be deemed
necessary or advisable by secured party in order to maintain and continue the security interest created by this security agreement.


 






    3


     


    

 


Debtor agrees that a carbon,
photographic or other reproduction of a security agreement or a financing statement is sufficient as a financing statement under this
agreement.


 


SECTION EIGHT


AUTHORIZED USE OF COLLATERAL


 


Debtor’s use of the collateral
subject to this security instrument is restricted and limited to the following uses, which are here authorized:


 


Regular business use in ordinary
course of business.


 


Any other use requires the
prior written consent of secured party, and without such consent, any other use shall constitute a default under this agreement.


 


SECTION NINE


MANNER OF HANDLING PROCEEDS


 


Proceeds subject to this agreement
shall be handled as follows:


 


In the regular, customary course
of business.


 


SECTION TEN


RIGHT OF INSPECTION


 


Secured party has a right
to inspect the collateral and the manner of handling the proceeds at any reasonable place and time and in any reasonable manner. The cost
of such inspection shall be borne by secured party, but it may be recovered from debtor and becomes an obligation of debtor under this
agreement when such inspection reveals anything other than minor nonconformity.


 


SECTION ELEVEN


DEFAULT


 


It is agreed that the following
events shall constitute a default under this agreement:


 


11.1. Nonpayment. Any
failure of debtor to pay when due any obligation secured by this agreement shall constitute a default. This includes, but is not limited
to, any failure to pay principal or interest when due, failure to pay taxes, failure to pay insurance and failure to pay any note or other
document evidencing obligations contained in this agreement.


 


11.2. Nonperformance. Any
failure of debtor to perform or observe fully and in a satisfactory manner the terms of this agreement shall constitute a default.


 


11.3. Warranties and Representations
That Prove False. Any warranty or representation made to secured party in order to induce the extension of credit to debtor, whether
made by debtor or by others on behalf of debtor, including agents, employees, sureties, guarantors, co-signers and the like, and whether
such representations are contained in this agreement or in related materials, such as financial statements, loan applications, supporting
documentation and guaranties, or in any financial instrument, such as a promissory note, executed in connection with this agreement, if
incorrect in any material respect shall operate as a default under this agreement.


 






    4


     


    

 


11.4. Levy and Attachments.
Seizure, attachment or levy on any property of debtor, whether or not such property is covered by this agreement, shall operate as
a default under this agreement.


 


11.5. Insolvency and the
Like. It shall operate under this agreement if for any reason:


 


A. Debtor becomes insolvent.


 


B. Debtor becomes subject
to any proceeding under the bankruptcy or insolvency laws, including an assignment for the benefit of creditors; or


 


C. Debtor has debtor’s property
placed under the custody of a receiver or trustee.


 


11.6. Alteration of Debtor’s
Operating Conditions. Death, dissolution or any other termination of the existence of debtor or any forfeiture of debtor’s right to
do business, as well as any merger, consolidation or the like with another, shall operate as a default under this agreement.


 


11.7. Loss or Destruction
of Collateral. The theft, loss, destruction or substantial damage to or alteration of the collateral, whether in whole or in part,
shall operate as a default under this agreement.


 


11.8. Unauthorized Use
of Collateral or Proceeds. The sale, transfer or use of the collateral or its proceeds except as authorized in this agreement shall
operate as a default under this agreement.


 


SECTION TWELVE


ACCELERATION ON DEFAULT


 


In the event of any default
under this agreement, the entire indebtedness secured by this agreement shall become immediately due and payable.


 






    5


     


    

 


SECTION THIRTEEN


ACCELERATION ON INSECURITY


 


In the event secured party
shall deem itself insecure, secured party may, at secured party’s option, declare the entire indebtedness secured by this agreement immediately
due and payable. Insecurity is defined to mean a good-faith belief that the prospect of payment or performance as called for by this agreement
has become impaired.


 


SECTION FOURTEEN


SECURED PARTY’S REMEDIES


 


On default or acceleration,
secured party shall have the following rights and remedies, which are cumulative in nature and are immediately available to secure party:


 


A. All rights and remedies
provided by law, including, but not limited to, those provided by the Uniform Commercial Code as enacted in North Carolina,.


 


B. All rights and remedies
provided in this agreement.


 


C. All rights and remedies
provided in any promissory note or other instrument secured by this agreement; and


 


D. All rights and remedies
provided in any other applicable security agreement.


 


Among the rights and remedies
of secured party are specifically included:


 


14.1. Right of Direct Collection.
Secured party may, at secured party’s option, notify any account debtor or debtor or any obligor on any obligation payable to debtor
and serving as collateral for this agreement to make payment to secured party, as provided in North Carolina’s enactment of the Uniform
Commercial Code.


 


14.2. Right to Control
Proceeds. Secured party may, at secured party’s option, take control of any all proceeds to which secured party is entitled under
North Carolina’s enactment of the Uniform Commercial Code, and debtor agrees to cooperate fully in executing any commercially reasonable
direction made in the exercise of this right.


 


14.3. Right to Take Possession
of the Collateral. This shall include, but is not limited to:


 


A. Right to Take Possession.
Secured party shall have the right to take possession of the collateral.


 


B. Debtor’s Cooperation.
Debtor will cooperate fully with secured party in the exercise of secured party’s right to take possession of the collateral. This
shall include, but is not limited to, an obligation to assemble and deliver the collateral or some portion of the collateral or some part
or component of the collateral, on request of secured party, to a place designated by secured party where it shall be made available to
secured party. Failure to cooperate shall constitute a breach of this agreement, and debtor shall be liable for any and all expenses incident
to such failure of cooperation.


 






    6


     


    

 


14.4. Right to Dispose
of the Collateral. This shall include, but is not limited to:


 


A. Right of Disposition.
Secured party has a right to dispose of the collateral by public or private proceeding and by way of one or more contracts. Such sale
or other disposition of the collateral may be made as a unit or in parcels and at any time and place and on any terms, provided only that
disposition effected is commercially reasonable. Any actions so taken shall be considered commercially reasonable if made in the good-faith
exercise of secured party’s best business judgment in the matter.


 


B. Place of Disposition.
Secured party has the right to dispose of the collateral from the premises of debtor, and to this end debtor agrees to cooperate fully
in facilitating such a disposition, which may include, on request, the obligation to assemble the collateral at some designated location
of debtor where the collateral shall be made available to prospective buyers.


 


Secured party remains free
to dispose of the collateral from any other location, provided such location is commercially reasonable. Any location normally employed
by secured party in the disposition of like goods shall be considered a commercially reasonable location.


 


C. Notice of Disposition.
Secured party shall give debtor notice of the time and place of any public sale of the collateral or, in case of a private sale or
disposition, of the time after which such private sale or disposition is intended. It shall be considered commercially reasonable if such
notice is sent to debtor by first class mail prior to the public sale or the time after which the private sale or other disposition is
intended.


 


There is no need for notice
prior to disposition where the collateral is perishable, or threatens to decline in value quickly, or where the collateral is of a type
customarily sold in a recognized market. In such event, the decision to so dispose of the collateral shall be considered commercially
reasonable provided only that it is made in the good-faith exercise of secured party’s best business judgment in the matter.


 


D. Proceeds of the Disposition.
The proceeds of any disposition shall be applied as provided in North Carolina’s enactment of the Uniform Commercial Code, and shall include
any and all expenses provided in this agreement. They shall also include attorney fees and legal fees to the extent such items are not
prohibited by law.


 






    7


     


    

 


SECTION FIFTEEN


WAIVER OF RIGHTS


 


15.1. All rights and remedies
of secured party as provided in this agreement or as found in any promissory note or other instrument executed in connection with this
agreement, or arising by operation of law, shall continue in full force and effect during the full course of this agreement unless specifically
waived by secured party in a signed writing to that effect.


 


15.2. Forbearance, failure
or delay on the part of the secured party in the exercise of any such right or remedy shall not constitute a waiver of that right or remedy.


 


The exercise or partial exercise
of any right or remedy shall not preclude the further exercise of such right or remedy.


 


SECTION SIXTEEN


GOVERNING LAW


 


This agreement shall be governed
by, and interpreted in accordance with, the law of North Carolina, including North Carolina’s adoption of the Uniform Commercial
Code.


 


SECTION SEVENTEEN


SEVERABILITY


 


In the event that any provision
of this agreement shall be found to be unenforceable in any legal proceeding, the remaining provisions shall remain in full force and
effect.


 


Agreed to as of September
14, 2022.


 


	 	MHP Home Holdings LLC, Debtor
	 	 	 	 
	 	By:	/s/ Jay Wardlaw III
	 	 	Title: 	President
	 	 	 	 
	 	North Side MHC, LLC, Secured Party
	 	 	 
	 	By:	/s/
	 	 	Title:	


 


 


8