Exhibit 10.20


 


NOTICE OF CONFIDENTIALITY RIGHTS: IF
YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S
LICENSE NUMBER.


 


DEED
OF TRUST

ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
 FIXTURE
FILING


 


made by


 


MVI
HEALTH CENTER, LP


as Grantor


 


to


 


DEBORAH
NEWMAN


as Trustee


 


for the benefit of


 


KEYBANK
NATIONAL ASSOCIATION,


as Agent on behalf of the Lenders,


 


as Beneficiary


 





 



 


Dated as of: November 14, 2014


 


PREPARED BY AND UPON RECORDATION RETURN
TO:


Bracewell & Giuliani LLP


1445 Ross Avenue, Suite 3800


Dallas, Texas 75202-2711


Attention: Alfred G. Kyle, Esq.


Telephone: (214) 758-1660 


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	Grant and Secured Obligations.	1
	 	 	 	 
	 	1.1	Grant	1
	 	 	 	 
	 	1.2	Secured Obligations	3
	 	 	 	 
	2.	Assignment of Rents.	4
	 	 	 	 
	 	2.1	Assignment	4
	 	 	 	 
	 	2.2	Grant of License	4
	 	 	 	 
	 	2.3	Collection and Application of Rents	5
	 	 	 	 
	 	2.4	Beneficiary Not Responsible	5
	 	 	 	 
	 	2.5	Leasing	6
	 	 	 	 
	 	2.6	Texas Assignment of Rents Act	6
	 	 	 	 
	3.	Grant of Security Interest.	6
	 	 	 	 
	 	3.1	Security Agreement	6
	 	 	 	 
	 	3.2	Financing Statements	6
	 	 	 	 
	4.	Fixture Filing.	6
	 	 	 
	5.	Rights and Duties of the Parties.	6
	 	 	 	 
	 	5.1	Representations and Warranties	6
	 	 	 	 
	 	5.2	Taxes and Assessments	7
	 	 	 	 
	 	5.3	Performance of Secured Obligations	7
	 	 	 	 
	 	5.4	Liens, Charges and Encumbrances	7
	 	 	 	 
	 	5.5	Damages and Insurance and Condemnation Proceeds	7
	 	 	 	 
	 	5.6	Maintenance and Preservation of Property	7
	 	 	 	 
	 	5.7	Releases, Extensions, Modifications and Additional Security	8
	 	 	 	 
	 	5.8	Release	9
	 	 	 	 
	 	5.9	Compensation, Exculpation, Indemnification	9
	 	 	 	 
	 	5.10	Defense and Notice of Claims and Actions	11
	 	 	 	 
	 	5.11	Subrogation	11
	 	 	 	 
	 	5.12	Site Visits, Observation and Testing	11
	 	 	 	 
	 	5.13	Notice of Change	11
	 	 	 	 
	6.	Accelerating Transfers, Default and
    Remedies.	11
	 	 	 	 
	 	6.1	Accelerating Transfers	11


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	6.2	Events of Default	12
	 	 	 	 
	 	6.3	Remedies	12
	 	 	 	 
	 	6.4	Credit Bids	17
	 	 	 	 
	 	6.5	Application of Foreclosure Sale Proceeds	17
	 	 	 	 
	 	6.6	Application of Rents and Other Sums	18
	 	 	 	 
	7.	The Trustee.	18
	 	 	 	 
	 	7.1	Certain Rights	18
	 	 	 	 
	 	7.2	Retention of Money	18
	 	 	 	 
	 	7.3	Successor Trustees	19
	 	 	 	 
	 	7.4	Perfection of Appointment	19
	 	 	 	 
	 	7.5	Succession Instruments	19
	 	 	 	 
	8.	Miscellaneous Provisions.	19
	 	 	 	 
	 	8.1	Additional Provisions	19
	 	 	 	 
	 	8.2	No Waiver or Cure	20
	 	 	 	 
	 	8.3	Powers of Beneficiary	21
	 	 	 	 
	 	8.4	Merger	21
	 	 	 	 
	 	8.5	Joint and Several Liability	21
	 	 	 	 
	 	8.6	Applicable Law	21
	 	 	 	 
	 	8.7	Successors in Interest	21
	 	 	 	 
	 	8.8	Interpretation	21
	 	 	 	 
	 	8.9	Waiver of Statutory Rights	22
	 	 	 	 
	 	8.10	Severability	22
	 	 	 	 
	 	8.11	Notices	22
	 	 	 	 
	 	8.12	Future Advances	23
	 	 	 	 
	 	8.13	Beneficiary’s Lien for Service Charge and Expenses	24
	 	 	 	 
	 	8.14	WAIVER OF TRIAL BY JURY	24
	 	 	 	 
	 	8.15	Inconsistencies	24
	 	 	 	 
	 	8.16	Controlling Agreement	24


 




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DEED
OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE
FILING


Project Commonly Known As

“Mesa Vista Inn Health Center”


 


THIS DEED OF TRUST,
ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of September 11,
2014, by MVI HEALTH CENTER, LP, a Delaware limited partnership (“Grantor”), whose address is 189 South
Orange Avenue, Suite 170, Orlando, Florida 32801, in favor of DEBORAH NEWMAN, an individual (“Trustee”),
whose business address is Preston Commons East Tower, Suite 800, 8117 Preston Road, Dallas, Texas 75225, for the benefit of KEYBANK
NATIONAL ASSOCIATION, a national banking association, its successors and assigns, as administrative agent for the benefit of
the Lenders (“Beneficiary”), whose address is 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144.


 


1.           Grant
and Secured Obligations.


 


1.1         Grant.
For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2
below, Grantor hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages and warrants to Trustee, its
successors and assigns, for the benefit of the Beneficiary, its successors and assigns, with power of sale and with right of entry
and possession, all estate, right, title and interest which Grantor now has or may later acquire in and to the following property
(all or any part of such property, or any interest in all or any part of it, as the context may require, the “Property”):


 


(a)          the
real estate situated in Travis County, Texas, which is more particularly described in Exhibit A attached hereto and made
a part hereof for all purposes the same as if set forth herein verbatim, together with all right, title and interest of Grantor
in and to (i) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights
and public places, air rights, development rights, interests on estates or other claims in law or equity, existing or proposed,
abutting, adjacent, used in connection with, derived from or pertaining to the real property or the Improvements (as hereinafter
defined); (ii) any strips or gores between the real property and abutting or adjacent properties; and (iii) all water and water
rights, timber, crops and mineral interests pertaining to the real property (such real estate and other rights, titles and interests
being hereinafter sometimes called the “Land”);


 


(b)          all
buildings, structures and other improvements (such buildings, structures and other improvements being hereinafter sometimes called
the “Improvements”) now or hereafter situated on the Land;


 




    	DEED OF TRUST	Page 1



    	 



    

 


(c)          all
fixtures, equipment, systems, machinery, furniture, furnishings, inventory, goods, building and construction materials, supplies,
and articles of personal property, of every kind and character, now owned or hereafter acquired by Grantor, which are now or hereafter
attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning,
development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation
in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing,
including, but without limiting the foregoing, any and all fixtures, equipment, machinery, systems, facilities and apparatus for
heating, ventilating, air conditioning, refrigerating, plumbing, sewer, lighting, generating, cleaning, storage, incinerating,
waste disposal, sprinkler, fire extinguishing, communications, transportation (of people or things, including, but not limited
to, stairways, elevators, escalators and conveyors), data processing, security and alarm, laundry, food or drink preparation, storage
or serving, gas, electrical and electronic, water, and recreational uses or purposes; all tanks, pipes, wiring, conduits, ducts,
doors, partitions, rugs and other floor coverings, wall coverings, windows, drapes, window screens and shades, awnings, fans, motors,
engines and boilers, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or acquired
(whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements; and decorative
items and art objects (all of which are herein sometimes referred to together, as the “Accessories”) which are
now or hereafter attached to or situated in, on or about the Land or the Improvements, or acquired (whether delivered to the Land
or stored elsewhere) for use or installation in or on the Land or the Improvements;


 


(d)          all
right, title and interest of Grantor in and to all (i) plans and specifications for the Improvements; (ii) contracts relating to
the Land, or the Improvements or the Accessories or any part thereof; (iii) deposits, (including, but not limited to, Grantor’s
rights in tenants’ security deposits, deposits with respect to utility services to the Land, or the Improvements or the Accessories
or any part thereof, and any deposits or reserves hereunder or under any other Loan Document (as hereinafter defined) for taxes,
insurance or otherwise, funds, accounts, contract rights, instruments, documents, commitments, general intangibles (including,
but not limited to, trademarks, trade names and symbols), notes and chattel paper used in connection with or arising from or by
virtue of any transactions related to the Land, or the Improvements or the Accessories or any part thereof; (iv) permits, licenses,
franchises, certificates and other rights and privileges obtained in connection with the Land, or the Improvements or the Accessories
or any part thereof; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Land, the Improvements
and the Accessories, subject to the provisions of Section 2 hereof; and (vi) other properties, rights, titles and interests,
if any, specified in any Section or any Article of this Deed of Trust as being part of the Property; and


 




    	DEED OF TRUST	Page 2



    	 



    

 


(e)          all
right, title and interest of Grantor in and to all (i) proceeds of or arising from the properties, rights, titles and interests
referred to above in paragraphs (a), (b), (c) and (d), including, but not limited to, proceeds of any sale, lease or other disposition
thereof, proceeds of each policy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of
any rights appurtenant thereto by eminent domain or sale in lieu thereof for public or quasi-public use under any law, and proceeds
arising out of any damage thereto whether caused by such a taking (including change of grade of streets, curb cuts or other rights
of access) or otherwise caused; and (ii) other interests of every kind and character, and proceeds thereof, which Grantor now has
or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in paragraphs
(a), (b), (c) and (d) and all property used or useful in connection therewith, including, but not limited to, remainders, reversions
and reversionary rights or interests. In the event the estate of Grantor in and to any of the Property is a leasehold estate, this
conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other further or
additional title, estates, interest or rights which may exist now or at any time be acquired by Grantor in or to the property demised
under the lease creating such leasehold estate and including Grantor’s rights, if any, to the property demised under such
lease and, if fee simple title to any of such property shall ever become vested in Grantor such fee simple interest shall be encumbered
by this Deed of Trust in the same manner as if Grantor had fee simple title to said property as of the date of execution hereof.


 


TO HAVE AND TO HOLD
the Property, unto Trustee and Trustee’s successors, substitutes or assigns, in trust and for the uses and purposes herein
set forth, forever, together with all rights, privileges, hereditaments and appurtenances in anywise appertaining or belonging
thereto, subject only to the Permitted Exceptions (herein so called) listed on Exhibit B attached hereto (to the extent
that the same are valid, subsisting and affect the Property), and Grantor, for Grantor and Grantor’s successors, hereby agrees
to generally warrant and forever defend, all and singular, the Property unto Trustee and trustee’s successors or substitutes
in this trust against the claim or claims of all persons claiming or to claim the same or any part thereof, subject, however, as
aforesaid.


 


Capitalized terms used
above and elsewhere in this Deed of Trust without definition have the meanings given them in the Loan Agreement referred to in
Subsection 1.2(a)(iii) below.


 


1.2         Secured
Obligations.


 


(a)          Grantor
makes the grant, conveyance, and mortgage set forth in Section 1.1 above, and grants the security interest set forth
in Section 3 below for the purpose of securing the following obligations (each a “Secured Obligation”
and collectively the “Secured Obligations”) in any order of priority that Beneficiary may choose:


 


(i)          Payment
of all obligations at any time owing under one or more promissory notes (the “Note”) executed in connection
with the Loan Agreement and payable by Borrowers (of which Grantor is one), as maker, in the aggregate principal amount of Thirty-Eight
Million Thirty-Five Thousand and No/100 Dollars ($38,035,000.00); and


 


(ii)         Payment
and performance of all obligations of Grantor under this Deed of Trust; and


 


(iii)        Payment
and performance of all obligations of Borrowers under a Secured Loan Agreement bearing even date herewith among Borrowers as “Borrowers”
and Beneficiary and the Lenders (the “Loan Agreement”); and


 




    	DEED OF TRUST	Page 3



    	 



    

 


(iv)         Payment
and performance of any obligations of Borrowers under any Loan Documents which are executed by Borrowers; and


 


(v)          Payment
and performance of all obligations of Grantor arising from any Interest Rate Agreements. “Interest Rate Agreements”
shall mean an interest rate hedging program through the purchase by Grantor from Mortgagee of an interest rate swap, cap or such
other interest rate protection product with respect to the Notes;


 


(vi)         Payment
and performance of all future advances and other obligations that Borrowers 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 the Lenders, when a writing
evidences the parties’ agreement that the advance or obligation be secured by this Deed of Trust; and


 


(vii)        Payment
and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations.


 


For the purposes of this Deed
of Trust, the term “Borrowers” shall mean and refer to Grantor, Sentio Landlord Hammond, LLC, a Delaware limited liability
company, Wildewood Owner, LLC, a Delaware limited liability company, Sentio Landlord Slidell, LLC, a Delaware limited liability
company, and Gables of Hudson, LLC, a Delaware limited liability company.


 


(b)          All
persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be
bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each
of the Secured Obligations. Such terms include any provisions in the Note or the Loan Agreement which permit borrowing, repayment
and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time.


 


2.           Assignment
of Rents.


 


2.1         Assignment.
Grantor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary all right, title and interest of Grantor
in and to all rents, royalties, issues, profits, revenue, income, accounts, proceeds and other benefits of the Property, whether
now due, past due or to become due, including all prepaid rents and security deposits (some or all collectively, as the context
may require, “Rents”). This is an absolute assignment, not an assignment for security only.


 


2.2         Grant
of License. Beneficiary hereby confers upon Grantor a license (“License”) to collect and retain the Rents
as they become due and payable, so long as no Event of Default, as defined in Section 6.2 below, shall exist and be continuing.
If an Event of Default has occurred and is continuing, the License shall terminate upon notice to Grantor, and without regard to
the adequacy of Beneficiary’s security under this Deed of Trust. The License shall be reinstated upon the cure of the applicable
Event of Default.


 




    	DEED OF TRUST	Page 4



    	 



    

  


2.3         Collection
and Application of Rents. Subject to the License granted to Grantor under Section 2.2 above and only while there is
an uncured Event of Default, Beneficiary has the right, power and authority to collect any and all Rents. Grantor hereby appoints
Beneficiary its attorney-in-fact to perform any and all of the following acts, if and at the times when Beneficiary in its sole
discretion may so choose:


 


(a)          Demand,
receive and enforce payment of any and all Rents; or


 


(b)          Give
receipts, releases and satisfactions for any and all Rents; or


 


(c)          Sue
either in the name of Grantor or in the name of Beneficiary for any and all Rents.


 


Beneficiary and Grantor agree that the
mere recordation of the assignment granted herein entitles Beneficiary immediately to collect and receive rents upon the occurrence
of an Event of Default, as defined in Section 6.2, without first taking any acts of enforcement under applicable law, such
as, but not limited to, providing notice to Grantor, filing foreclosure proceedings, or seeking and/or obtaining the appointment
of a receiver. Further, Beneficiary’s right to the Rents does not depend on whether or not Beneficiary takes possession of
the Property as permitted under Subsection 6.3(c). In Beneficiary’s sole discretion, Beneficiary may choose to collect
Rents either with or without taking possession of the Property. Beneficiary shall apply all Rents collected by it in the manner
provided under Section 6.6. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property
and is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary and any receiver shall nevertheless be
entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity.


 


2.4         Beneficiary
Not Responsible. Under no circumstances shall Beneficiary have any duty to produce Rents from the Property. To the extent permitted
by applicable law, Beneficiary is not and shall not be deemed to be:


 


(a)          A
“Beneficiary in possession” for any purpose; or


 


(b)          Responsible
for performing any of the obligations of the lessor under any lease except during any period when the License has terminated; or


 


(c)          Responsible
for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence
in the management, upkeep, repair or control of the Property except to the extent due to the gross negligence or willful misconduct
of Beneficiary; or


 


(d)          Liable
in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it except to the extent due
to the gross negligence or willful misconduct of Beneficiary.


 




    	DEED OF TRUST	Page 5



    	 



    

 


2.5         Leasing.
Grantor shall not accept any deposit or prepayment of rents under the leases for any rental period exceeding one (1) month without
Beneficiary’s prior written consent, not to be unreasonably withheld or delayed. Grantor shall not lease the Property or
any part of it except in accordance with the Loan Agreement.


 


2.6         Texas
Assignment of Rents Act. Notwithstanding anything in this Deed of Trust to the contrary, nothing contained herein shall be
construed to waive or otherwise diminish the notice requirements set forth in the Texas Assignment of Rents Act, Texas Property
Code, Chapter 64.


 


3.           Grant
of Security Interest.


 


3.1         Security
Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents,
all in favor of Beneficiary. The parties acknowledge that some of the Property and some or all of the Rents may be determined under
applicable law to be personal property or fixtures. To the extent that any Property or Rents may be or be determined to be personal
property, Grantor as debtor hereby grants Beneficiary and Trustee as secured parties a security interest in all such Property and
Rents, to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under
the Uniform Commercial Code of the State in which the Property is located, covering all such Property and Rents.


 


3.2         Financing
Statements. Grantor hereby authorizes Beneficiary to file one or more financing statements. In addition, Grantor shall execute
such other documents as Beneficiary may from time to time require to perfect or continue the perfection of Beneficiary’s
security interest in any Property or Rents. As provided in Section 5.9 below, Grantor shall pay all fees and costs that
Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably
require. In case Grantor fails to execute any financing statements or other documents for the perfection or continuation of any
security interest, Grantor hereby appoints Beneficiary as its true and lawful attorney-in-fact to execute any such documents on
its behalf. If any financing statement or other document is filed in the records normally pertaining to personal property, that
filing shall never be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the
parties under it.


 


4.           Fixture
Filing.


 


This Deed of Trust
constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code in the State in which
the Property is located, as amended or recodified from time to time, covering any Property which now is or later may become fixtures
attached to the Land or Improvements. For this purpose, the respective addresses of Grantor, as debtor, and Beneficiary and Trustee,
as secured parties, are as set forth in the preambles of this Deed of Trust.


 


5.           Rights
and Duties of the Parties.


 


5.1         Representations
and Warranties. Grantor represents and warrants that:


 




    	DEED OF TRUST	Page 6



    	 



    

  


(a)          Grantor
has good and indefeasible fee simple title to all of the Land and the Improvements;


 


(b)          Grantor
has good and marketable title to all Property other than the Land and Improvements other than equipment leased or financed in the
ordinary course of business;


 


(c)          Grantor
has the full and unlimited power, right and authority to encumber the Property and assign the Rents;


 


(d)          There
are no other contractual liens against the Property other than this Deed of Trust;


 


(e)          The
Property includes all property and rights which may be reasonably necessary or desirable to promote the present and contemplated
future beneficial use and enjoyment of the Land and Improvements;


 


(f)          Grantor
owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales
contracts, and there is no financing statement affecting such personal property on file in any public office other than equipment
leased or financed in the ordinary course of business; and


 


(g)          Grantor’s
place of business, or its chief executive office if it has more than one place of business, is located at the address specified
below.


 


5.2         Taxes
and Assessments. Subject to Agent’s obligation to disburse funds from the Impound Account as set forth in the Loan Agreement,
Grantor shall pay or cause to be paid prior to delinquency all taxes, levies, charges and assessments, in accordance with the Loan
Agreement.


 


5.3         Performance
of Secured Obligations. Subject to applicable grace, notice and cure periods, Grantor shall promptly pay and perform each Secured
Obligation in accordance with its terms.


 


5.4         Liens,
Charges and Encumbrances. Unless otherwise allowed in the Loan Agreement, Grantor shall immediately discharge any lien on the
Property which Beneficiary has not consented to in writing.


 


5.5         Damages
and Insurance and Condemnation Proceeds. In the event of any casualty or condemnation of the Property, the provisions of Article
11 of the Loan Agreement shall govern.


 


5.6         Maintenance
and Preservation of Property. Subject to Agent’s obligations to disburse funds from the Impound Account as set forth
in the Loan Agreement:


 


(a)          Grantor
shall insure the Property as required by the Loan Agreement and keep the Property in good condition and repair.


 




    	DEED OF TRUST	Page 7



    	 



    

 


(b)          Grantor
shall not remove or demolish the Property or any part of it, or alter, restore or add to the Property (except to the extent that
the cost of any such alteration or addition does not exceed $100,000), or initiate or allow any change in any zoning or other land
use classification which affects the Property or any part of it, except as permitted or required by the Loan Agreement or with
Beneficiary’s express prior written consent in each instance, which shall not be unreasonably withheld, conditioned or delayed.


 


(c)          If
all or part of the Property becomes damaged or destroyed, Grantor shall promptly and completely repair and/or restore the Property
in a good and workmanlike manner in accordance with sound building practices, if Beneficiary agrees to disburse Proceeds or other
sums to pay costs of the work of repair or reconstruction under Article 11 of the Loan Agreement.


 


(d)          Grantor
shall not commit or allow any act upon or use of the Property which would violate in any material way: (i) any applicable
Laws or order of any Governmental Authority; or (ii) any public or private covenant, condition, restriction or equitable servitude
affecting the Property. Grantor shall not cause or allow any condition to exist on it, if that invalidates or is prohibited by
any insurance coverage required to be maintained by Grantor on the Property or any part of it under the Loan Agreement.


 


(e)          Grantor
shall not commit or allow material physical waste of the Property, including those acts or omissions characterized under the Loan
Agreement as physical waste which arises out of Hazardous Material.


 


(f)          Grantor
shall use commercially reasonable efforts to perform such other acts as may be reasonably necessary to maintain and preserve the
value of the Property as determined by the Appraisal that Beneficiary obtained immediately prior to the effective date of this
Deed of Trust.


 


5.7         Releases,
Extensions, Modifications and Additional Security. From time to time, Beneficiary may perform any of the following acts without
incurring any liability or giving notice to any person:


 


(a)          Release
any person liable for payment of any Secured Obligation;


 


(b)          Extend
the time for payment, or otherwise alter the terms of payment, of any Secured Obligation;


 


(c)          Accept
additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages,
security agreements or any other instruments of security;


 


(d)          Alter,
substitute or release any property securing the Secured Obligations;


 


(e)          Consent
to the making of any plat or map of the Property or any part of it;


 




    	DEED OF TRUST	Page 8



    	 



    

 


(f)          Join
in granting any easement or creating any restriction affecting the Property;


 


(g)          Join
in any subordination or other agreement affecting this Deed of Trust or the lien of it; or


 


(h)          Release
its interest in the Property or any part of it.


 


5.8         Release.
When all of the Secured Obligations have been paid in full and all fees and other sums owed by Grantor under Section 5.9
of this Deed of Trust and the other Loan Documents have been received or upon the satisfaction of the requirements of Section
12.2(b) of the Loan Agreement, Beneficiary and Trustee shall release this Deed of Trust, the lien created thereby, and all
notes and instruments evidencing the Secured Obligations. Grantor shall pay any costs of preparation and recordation of such release.


 


5.9         Compensation,
Exculpation, Indemnification.


 


(a)          Grantor
agrees to pay reasonable fees as may be charged by Beneficiary for any services that Beneficiary or Trustee may render in connection
with this Deed of Trust, including providing a statement of the Secured Obligations or providing the release pursuant to Section 5.8
above. Grantor shall also pay or reimburse all of Beneficiary’s and Trustee’s reasonable costs and expenses which may
be incurred in rendering any such services. Grantor further agrees to pay or reimburse Beneficiary for all costs, expenses and
other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust,
including any rights or remedies afforded to Beneficiary and Trustee under Section 6.3, whether any lawsuit is filed or
not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’
fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence
of title. If Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure
Sale, Grantor shall pay all costs, expenses or other advances that may be incurred or made by Beneficiary and/or Trustee in each
of such Foreclosure Sales.


 


(b)          Neither
Beneficiary nor Trustee shall be directly or indirectly liable to Grantor or any other person as a consequence of any of the following:


 


(i)          Beneficiary’s
or Trustee’s exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary and/or Trustee in this
Deed of Trust;


 


(ii)         Beneficiary’s
failure or refusal to perform or discharge any obligation or liability of Grantor under any agreement related to the Property or
under this Deed of Trust; or


 




    	DEED OF TRUST	Page 9



    	 



    

 


(iii)        Any
loss sustained by Grantor or any third party resulting from Beneficiary’s failure to lease the Property, or from any other
act or omission of Beneficiary in managing the Property, after an Event of Default, unless the loss is caused by the gross negligence
or willful misconduct of Beneficiary.


 


To the extent permitted by applicable
law, Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability
shall be asserted against or imposed upon Beneficiary or Trustee.


 


(c)          EXCEPT
AS CAUSED BY THE GROSS NEGLIGENCE AND OR WILLFUL MISCONDUCT OF BENEFICIARY OR TRUSTEE (IT BEING THE INTENT OF THE PARTIES THAT
THIS INDEMNIFICATION SHALL COVER THE ORDINARY NEGLIGENCE OF SUCH PARTIES), GRANTOR AGREES TO INDEMNIFY BENEFICIARY AND TRUSTEE
AGAINST AND HOLD THEM HARMLESS FROM ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, COURT COSTS, ATTORNEYS’
FEES AND OTHER LEGAL EXPENSES, COST OF EVIDENCE OF TITLE, COST OF EVIDENCE OF VALUE, AND OTHER COSTS AND EXPENSES WHICH THEY MAY
SUFFER OR INCUR:


 


(i)          IN
PERFORMING ANY ACT REQUIRED OR PERMITTED BY THIS DEED OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS OR BY LAW;


 


(ii)         BECAUSE
OF ANY FAILURE OF GRANTOR TO PERFORM ANY OF ITS OBLIGATIONS; OR


 


(iii)        BECAUSE
OF ANY ALLEGED OBLIGATION OF OR UNDERTAKING BY BENEFICIARY AND/OR TRUSTEE TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, WARRANTIES,
CONDITIONS, COVENANTS OR OTHER OBLIGATIONS IN ANY DOCUMENT RELATING TO THE PROPERTY OTHER THAN THE LOAN DOCUMENTS.


 


EXCEPT AS OTHERWISE PROVIDED
IN THE LOAN AGREEMENT, THIS AGREEMENT BY GRANTOR TO INDEMNIFY BENEFICIARY AND TRUSTEE SHALL SURVIVE THE RELEASE AND CANCELLATION
OF ANY OR ALL OF THE SECURED OBLIGATIONS AND THE FULL OR PARTIAL RELEASE OF THIS DEED OF TRUST.


 


(d)          Grantor
shall pay all obligations to pay money arising under this Section 5.9 immediately upon written demand by Beneficiary. Each
such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date
the obligation arises at the Default Rate if not paid within ten (10) days of demand by Beneficiary.


 




    	DEED OF TRUST	Page 10



    	 



    

 


5.10       Defense
and Notice of Claims and Actions. At Grantor’s sole expense, Grantor shall protect, preserve and defend the Property
and title to and right of possession of the Property, and the security of this Deed of Trust and the rights and powers of Beneficiary
created under it, against all adverse claims. Grantor shall give Beneficiary prompt notice in writing if any claim is asserted
which does or could affect any such matters, or if any action or proceeding is commenced which alleges or relates to any such claim.


 


5.11       Subrogation.
Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole
or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust.


 


5.12       Site
Visits, Observation and Testing. Beneficiary and its agents and representatives shall have the right at any reasonable time
to enter and visit the Property for the purpose of performing appraisals, observing the Property, taking and removing soil or groundwater
samples, and conducting tests on any part of the Property to the extent Beneficiary deems the same reasonably necessary, subject
to the limitations set forth in the Loan Agreement. Beneficiary has no duty, however, to visit or observe the Property or to conduct
tests, and no site visit, observation or testing by Beneficiary, its agents or representatives shall impose any liability on any
of Beneficiary, its agents or representatives except to the extent of a party’s gross negligence or willful misconduct. In
no event shall any site visit, observation or testing by Beneficiary, its agents or representatives be a representation that Hazardous
Material are or are not present in, on or under the Property, or that there has been or shall be compliance with any law, regulation
or ordinance pertaining to Hazardous Material or any other applicable governmental law. Except as required under applicable law,
neither Grantor nor any other party is entitled to rely on any site visit, observation or testing by any of Beneficiary, its agents
or representatives. Neither Beneficiary, its agents or representatives owe any duty of care to protect Grantor or any other party
against, or to inform Grantor or any other party of, any Hazardous Material or any other adverse condition affecting the Property.
Beneficiary shall give Grantor reasonable notice before entering the Property. Beneficiary shall make reasonable efforts to avoid
interfering with Grantor’s use of the Property in exercising any rights provided in this Section 5.12.


 


5.13       Notice
of Change. Grantor shall give Beneficiary prior written notice of any change in: (a) the location of its place of business
or its chief executive office if it has more than one place of business; (b) the location of any of the Property, including
the Books and Records; and (c) Grantor’s name or business structure. Unless otherwise approved by Beneficiary in writing,
all Property that consists of personal property (other than the Books and Records) will be located on the Land and all Books and
Records will be located at Grantor’s place of business or chief executive office if Grantor has more than one place of business.


 


6.           Accelerating
Transfers, Default and Remedies.


 


6.1         Accelerating
Transfers.


 


(a)          “Accelerating
Transfer” means any Transfer not expressly permitted under Article 12 of the Loan Agreement.


 




    	DEED OF TRUST	Page 11



    	 



    

 


(b)          Grantor
acknowledges that Beneficiary is making one or more advances under the Loan Agreement in reliance on the expertise, skill and experience
of Grantor; thus, the Secured Obligations include material elements similar in nature to a personal service contract. In consideration
of Beneficiary’s reliance, Grantor agrees that Grantor shall not make any Accelerating Transfer, unless the transfer is preceded
by Beneficiary’s express written consent to the particular transaction and transferee. Beneficiary may withhold such consent
in its sole discretion. If any Accelerating Transfer occurs, Beneficiary in its sole discretion may declare all of the Secured
Obligations to be immediately due and payable, and Beneficiary may invoke any rights and remedies provided by Section 6.3
of this Deed of Trust.


 


6.2         Events
of Default. Grantor will be in default under this Deed of Trust upon the occurrence of any one or more of the following events
(some or all collectively, “Events of Default;” any one singly, an “Event of Default”).


 


(a)          Failure
of Grantor (i) to observe or perform any of the other covenants or conditions by Grantor to be performed under the terms of this
Deed of Trust concerning the payment of money for a period of ten (10) days after written notice from Beneficiary that the same
is due and payable; or (ii) for a period of thirty (30) days after written notice from Beneficiary, to observe or perform any non-monetary
covenant or condition contained in this Deed of Trust; provided that if any such failure concerning a non-monetary covenant or
condition is susceptible to cure but cannot reasonably be cured within said thirty (30) day period, then Grantor shall have an
additional sixty (60) day period to cure such failure and no Event of Default shall be deemed to exist hereunder so long as Grantor
commences such cure within the initial thirty (30) day period and diligently and in good faith pursues such cure to completion
within such resulting ninety (90) day period from the date of Beneficiary’s notice; or


 


(b)          An
“Event of Default” occurs under the Loan Agreement or any other Loan Document.


 


6.3         Remedies.
At any time after an Event of Default, Beneficiary shall be entitled to invoke any and all of the rights and remedies described
below, in addition to all other rights and remedies available to Beneficiary, under the Loan Documents, at law or in equity. All
of such rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of
remedies.


 


(a)          Acceleration.
Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately.


 


(b)          Receiver.
Beneficiary shall, as a matter of right, without notice and without giving bond to Grantor or anyone claiming by, under or through
Grantor, and without regard for the solvency or insolvency of Grantor or the then value of the Property, to the extent permitted
by applicable law, be entitled to have a receiver appointed for all or any part of the Property and the Rents, and the proceeds,
issues and profits thereof, with the rights and powers referenced below and such other rights and powers as the court making such
appointment shall confer, and Grantor hereby consents to the appointment of such receiver and shall not oppose any such appointment.
Such receiver shall have all powers and duties prescribed by applicable law, all other powers which are necessary or usual in such
cases for the protection, possession, control, management and operation of the Property, and such rights and powers as Beneficiary
would have, upon entering and taking possession of the Property under subsection (c) below.


 




    	DEED OF TRUST	Page 12



    	 



    

  


(c)          Entry.
Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part
of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion
consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing
all of Grantor’s or the then owner’s Books and Records; entering into, enforcing, modifying or canceling leases on
such terms and conditions Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting
and receiving any payment of money owing to Beneficiary; completing any unfinished construction; and/or contracting for and making
repairs and alterations. If Beneficiary so requests, Grantor shall assemble all of the Property that has been removed from the
Land and make all of it available to Beneficiary at the site of the Land. Grantor hereby irrevocably constitutes and appoints Beneficiary
as Grantor’s attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider
to be appropriate in connection with taking these measures, including endorsement of Grantor’s name on any instruments.


 


(d)          Cure;
Protection of Security. Beneficiary may cure any breach or default of Grantor, and if it chooses to do so in connection with
any such cure, Beneficiary may also enter the Property and/or do any and all other things which it may in its sole discretion consider
necessary and appropriate to protect the security of this Deed of Trust, including, without limitation, completing construction
of the improvements at the Property contemplated by the Loan Agreement. Such other things may include: appearing in and/or defending
any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary under, this Deed of Trust;
paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s sole
judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or to be conclusive as among the parties
to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under the
Loan Agreement; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors
and other appropriate persons to assist Beneficiary. Beneficiary may take any of the actions permitted under this Subsection
6.3(d) either with or without giving notice to any person. Any amounts expended by Beneficiary under this Subsection 6.3(d)
shall be secured by this Deed of Trust.


 


(e)          Uniform
Commercial Code Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the Uniform
Commercial Code in the State in which the Property is located.


 




    	DEED OF TRUST	Page 13



    	 



    

  


(f)          Foreclosure;
Lawsuits. Beneficiary shall have the right, in one or several concurrent or consecutive proceedings, to foreclose the lien
hereof upon the Property or any part thereof, for the Secured Obligations, or any part thereof, by any proceedings appropriate
under applicable law, whether non-judicial or judicial. Beneficiary or its nominee may bid and become the purchaser of all or any
part of the Property at any foreclosure or other sale hereunder, and the amount of Beneficiary’s successful bid shall be
credited on the Secured Obligations. Without limiting the foregoing, Beneficiary may proceed by a suit or suits in law or equity,
whether for specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted,
or for any foreclosure under the judgment or decree of any court of competent jurisdiction.


 


(g)          Other
Remedies. Beneficiary may exercise all rights and remedies contained in any other instrument, document, agreement or other
writing heretofore, concurrently or in the future executed by Grantor or any other person or entity in favor of Beneficiary in
connection with the Secured Obligations or any part thereof, without prejudice to the right of Beneficiary thereafter to enforce
any appropriate remedy against Grantor. Beneficiary shall have the right to pursue all remedies afforded to a Beneficiary under
applicable law, and shall have the benefit of all of the provisions of such applicable law, including all amendments thereto which
may become effective from time to time after the date hereof.


 


(h)          Sale
of Personal Property. Beneficiary and/or Trustee, as required by applicable law, shall have the discretionary right to cause
some or all of the Property, which constitutes personal property, to be sold or otherwise disposed of in any combination and in
any manner permitted by applicable law.


 


(i)          For
purposes of this power of sale, Beneficiary and/or Trustee, as required by applicable law, may elect to treat as personal property
any Property which is intangible or which can be severed from the Land or Improvements without causing structural damage. If it
chooses to do so, Beneficiary and/or Trustee, as required by applicable law, may dispose of any personal property, in any manner
permitted by Article 9 of the Uniform Commercial Code of the State in which the Property is located, including any public or private
sale, or in any manner permitted by any other applicable law.


 


(ii)         In
connection with any sale or other disposition of such Property, Grantor agrees that the following procedures constitute a commercially
reasonable sale: Beneficiary shall mail written notice of the sale to Grantor not later than thirty (30) days prior to such sale.
Beneficiary will publish notice of the sale in a local daily newspaper of general circulation. Upon receipt of any written request,
Beneficiary will make the Property available to any bona fide prospective purchaser for inspection during reasonable business hours.
Notwithstanding, Beneficiary shall be under no obligation to consummate a sale if, in its judgment, none of the offers received
by it equals the fair value of the Property offered for sale. The foregoing procedures do not constitute the only procedures that
may be commercially reasonable.


 




    	DEED OF TRUST	Page 14



    	 



    

 


(i)          Foreclosure
Sales. Beneficiary may request Trustee to proceed with foreclosure under the power of sale (a “Foreclosure Sale”)
which is hereby conferred, such foreclosure to be accomplished in accordance with the following provisions:


 


(i)          Trustee
is hereby authorized and empowered and it shall be Trustee’s special duty, upon such request of Beneficiary, to sell the
Property or any part thereof, with or without having taken possession of same. Any such sale (including notice thereof) shall comply
with the applicable requirements, at the time of the sale, of Section 51.002 of the Texas Property Code or, if and to the extent
such statute is not then in force, with the applicable requirements, at the time of the sale, of the successor statute or statutes,
if any, governing sales of Texas real property under powers of sale conferred by deeds of trust. If there is no statute in force
at the time of the sale governing sales of Texas real property under powers of sale conferred by deeds of trust, such sale shall
comply with applicable law, at the time of the sale, governing sales of Texas real property under powers of sale conferred by deeds
of trust.


 


(ii)         In
addition to the rights and powers of sale granted under the preceding provisions of this Subsection, if default is made in the
payment of any installment of, or any other payment due in respect of, the Secured Obligations, Beneficiary may, at Beneficiary’s
option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Secured Obligations
to be due and payable, orally or in writing direct Trustee to enforce this trust and to sell the Property subject to such unmatured
indebtedness and to the rights, powers, liens, security interests and assignments securing or providing recourse for payment of
such unmatured indebtedness, in the same manner, all as provided in the preceding provisions of this Subsection. Sales made without
maturing the Secured Obligations may be made hereunder whenever there is a default in the payment of any installment of the Secured
Obligations, without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under
this Subsection, the unmatured balance of the Secured Obligations or the rights, powers, liens, security interests and assignments
securing or providing recourse for payment of the Secured Obligations.


 


(iii)        Sale
of a part of the Property shall not exhaust the power of sale, but sales may be made from time to time until the Secured Obligations
are paid and performed in full. It is intended by each of the foregoing provisions of this Subsection that Trustee may, after any
request or direction by Beneficiary, sell not only the Land and the Improvements, but also the Accessories and other interests
constituting a part of the Property or any part thereof, along with the Land and the Improvements or any part thereof, as a unit
and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not
be necessary to have present or to exhibit at any sale any of the Property.


 




    	DEED OF TRUST	Page 15



    	 



    

 


(iv)         After
any sale under this Subsection, Trustee shall make good and sufficient deeds, assignments and other conveyances to the purchaser
or purchasers thereunder in the name of Grantor, conveying the Property or any part thereof so sold to the purchaser or purchasers
by a Trustee’s Deed. It is agreed that, in any deeds, assignments or other conveyances given by Trustee, any and all statements
of fact or other recitals therein made as to the identity of Beneficiary, or as to the request to sell, notice of sale, time, place,
terms and manner of sale, and receipt, distribution and application of the money realized therefrom, or as to the due and proper
appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly
done by or on behalf of Beneficiary or by or on behalf of Trustee related to the foregoing, shall be taken by all courts of law
and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted,
and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof.


 


(j)          Waiver
of Deficiency Statute. In the event an interest in any of the Property is foreclosed upon pursuant to a judicial or nonjudicial
foreclosure sale, Grantor agrees that, notwithstanding the provisions of Sections 51.003, 51.004 and 51.005 of the Texas Property
Code (as the same may be amended from time to time), and to the extent permitted by law (but subject to the provisions hereof),
Beneficiary shall be entitled to seek a deficiency judgment from Grantor and any other party obligated on the Notes equal to the
difference between the amount owing on the Notes and the amount for which the Property was sold pursuant to judicial or nonjudicial
foreclosure sale. Grantor expressly recognizes that this Section constitutes a waiver of the above-cited provisions of the Texas
Property Code which would otherwise permit Grantor and other persons against whom recovery of deficiencies is sought or any indemnitor
or guarantor independently (even absent the initiation of deficiency proceedings against them) to present competent evidence of
the fair market value of the Property as of the date of the foreclosure sale and offset against any deficiency the amount by which
the foreclosure sale price is determined to be less than such fair market value. Grantor further recognizes and agrees that this
waiver creates an irrebuttable presumption that the foreclosure sale price is equal to the fair market value of the Property for
purposes of calculating deficiencies owed by Grantor, any indemnitor or guarantor, and others against whom recovery of a deficiency
is sought.


 




    	DEED OF TRUST	Page 16



    	 



    

 


(k)          Alternative
Waiver. Alternatively, in the event the waiver provided for in subparagraph (j) above is determined by a court of competent
jurisdiction to be unenforceable, the provisions of this subparagraph (k) shall be the basis for the finder of fact's determination
of the fair market value of the Property as of the date of the foreclosure sale in proceedings governed by Sections 51.003, 51.004
and 51.005 of the Texas Property Code (as amended from time to time). In such event, (i) the Property shall be valued in an “as
is” condition as of the date of the foreclosure sale, without any assumption or expectation that the Property will be repaired
or improved in any manner before a resale of the Property after foreclosure; (ii) the valuation shall be based upon an assumption
that the foreclosure purchaser desires a resale of the Property for cash promptly (but no later than 12 months) following the foreclosure
sale; (iii) all reasonable closing costs customarily borne by the seller in commercial real estate transactions should be deducted
from the gross fair market value of the Property, including, without limitation, brokerage commissions, title insurance, a survey
of the Property, tax prorations, attorneys’ fees, and marketing costs; (iv) the gross fair market value of the Property shall
be further discounted to account for any estimated holding costs associated with maintaining the Property pending sale, including,
without limitation, utilities expenses, property management fees, taxes and assessments (to the extent not accounted for in item
(iii) above), and other maintenance, operational and ownership expenses; and (v) any expert opinion testimony given or considered
in connection with a determination of the fair market value of the Property must be given by persons having at least five (5) years’
experience in appraising property similar to the Property and who have conducted and prepared a complete written appraisal of the
Property taking into consideration the factors set forth above.


 


6.4         Credit
Bids. At any Foreclosure Sale, any person, including Grantor or Beneficiary, may bid for and acquire the Property or any part
of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the
purchase price by crediting the sales price of the property against the following obligations:


 


(a)          First,
the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Grantor
is obligated to pay or reimburse Beneficiary and Trustee under Section 5.9 of this Deed of Trust; and


 


(b)          Second,
all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.


 


6.5         Application
of Foreclosure Sale Proceeds. Beneficiary shall apply the proceeds of any Foreclosure Sale in the following manner:


 


(a)          First,
to pay the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for
which Grantor is obligated to reimburse Beneficiary or Trustee under Section 5.9 of this Deed of Trust;


 


(b)          Second,
to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary under the terms of this
Deed of Trust which then remain unpaid;


 


(c)          Third,
to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and


 


(d)          Fourth,
to remit the remainder, if any, to the person or persons entitled to it by law.


 




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6.6         Application
of Rents and Other Sums. Beneficiary shall apply any and all Rents collected by it, and any and all sums other than proceeds
of a Foreclosure Sale which Beneficiary may receive or collect under Section 6.3 above, in the following manner:


 


(a)          First,
to pay the portion of the Secured Obligations attributable to the costs and expenses of operation and collection that may be incurred
by Beneficiary or any receiver;


 


(b)          Second,
to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and


 


(c)          Third,
to remit the remainder, if any, to the person or persons entitled to it by law.


 


Beneficiary shall have no liability for
any funds which it does not actually receive.


 


7.           The
Trustee.


 


7.1         Certain
Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (i) to
select, employ and consult with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder,
including the preparation, execution and interpretation of the Loan Documents, and shall be fully protected in relying as to legal
matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder either
directly or through his or her agents or attorneys, (iii) to select and employ, in and about the execution of his or her duties
hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not
regularly in the employ of Trustee (and Trustee shall not be answerable for any act, default, negligence, or misconduct of any
such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment
or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for
Trustee’s gross negligence or bad faith), and (iv) any and all other lawful action that Beneficiary may instruct Trustee
to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by
Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Land for debts contracted for or liability
or damages incurred in the management or operation of the Land. Trustee shall have the right to rely on any instrument, document,
or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good
faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses incurred by Trustee in the performance
of Trustee’s duties hereunder and to reasonable compensation for such of Trustee’s services hereunder as shall be rendered.
Grantor will, from time to time, pay the reasonable compensation due to Trustee hereunder and reimburse Trustee for, and save and
hold Trustee harmless against, any and all liability and reasonable expenses which may be incurred by Trustee in the performance
of Trustee’s duties.


 


7.2         Retention
of Money. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received, and shall be segregated from any other moneys of Trustee.


 




    	DEED OF TRUST	Page 18



    	 



    

  


7.3         Successor
Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign
or become disqualified from acting in the execution of this trust, or if, for any reason, Beneficiary, in Beneficiary’s sole
discretion and with or without cause, shall prefer to appoint a substitute trustee or multiple substitute trustees, or successive
substitute trustees or successive multiple substitute trustees, to act instead of the aforenamed Trustee, Beneficiary shall have
full power to appoint a substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and
if multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to all the estates, rights,
powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such
Beneficiary be a corporation and such appointment be executed on its behalf by any officer of such corporation, such appointment
shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the
board of directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the
aforenamed Trustee, or his or her successor or successors in this trust, shall do lawfully by virtue hereof. If multiple substitute
trustees are appointed, each of such multiple substitute trustees shall be empowered and authorized to act alone without the necessity
of the joinder of the other multiple substitute trustees, whenever any action or undertaking of such substitute trustees is requested
or required under or pursuant to this Deed of Trust or applicable law. Any prior election to act jointly or severally shall not
prevent either or both of such multiple substitute Trustees from subsequently executing, jointly or severally, any or all of the
provisions hereof.


 


7.4         Perfection
of Appointment. Should any deed, conveyance, or instrument of any nature be required from Grantor by any Trustee or substitute
Trustee to more fully and certainly vest in and confirm to Trustee or substitute Trustee such estates, rights, powers, and duties,
then, upon request by Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed,
acknowledged, and delivered and shall be caused to be recorded and/or filed by Grantor.


 


7.5         Succession
Instruments. Any substitute trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed
or conveyance, become vested with all the estates, properties, rights, powers, and trusts of its, his or her predecessor in the
rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary
or of the substitute trustee, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute
trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the Trustee so ceasing to
act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee
so appointed in such Trustee’s place.


 


8.           Miscellaneous
Provisions.


 


8.1         Additional
Provisions. The Loan Documents fully state all of the terms and conditions of the parties’ agreement regarding the matters
mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and contain further
agreements and affirmative and negative covenants by Grantor which apply to this Deed of Trust and to the Property.


 




    	DEED OF TRUST	Page 19



    	 



    

 


8.2         No
Waiver or Cure.


 


(a)          Each
waiver by Beneficiary must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from
any delay or failure by Beneficiary to take action on account of any default of Grantor. Consent by Beneficiary to any act or omission
by Grantor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s
consent to be obtained in any future or other instance.


 


(b)          If
any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default or notice of default
under this Deed of Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice
of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan
Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary or any receiver in the exercise
of any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy,
lease or option, or a subordination of the lien of this Deed of Trust.


 


(i)          Trustee
or Beneficiary, its agent or a receiver takes possession of all or any part of the Property in the manner provided in Subsection
6.3(c).


 


(ii)         Beneficiary
collects and applies Rents as permitted under Sections 2.3 and 6.6 above, either with or without taking possession
of all or any part of the Property.


 


(iii)        Beneficiary
or Trustee receives and applies to any Secured Obligation any proceeds of any Property, including any proceeds of insurance policies,
condemnation awards, or other claims, property or rights assigned to Beneficiary under Section 5.5 above.


 


(iv)         Beneficiary
makes a site visit, observes the Property and/or conducts tests as permitted under Section 5.12 above.


 


(v)          Beneficiary
or Trustee receives any sums under this Deed of Trust or any proceeds of any collateral held for any of the Secured Obligations,
and applies them to one or more Secured Obligations.


 


(vi)         Beneficiary,
Trustee or any receiver invokes any right or remedy provided under this Deed of Trust.


 




    	DEED OF TRUST	Page 20



    	 



    

 


8.3         Powers
of Beneficiary.


 


(a)          If
Beneficiary performs any act which it is empowered or authorized to perform under this Deed of Trust, including any act permitted
by Section 5.7 or Subsection 6.3(d) of this Deed of Trust, that act alone shall not release or change the personal
liability of any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of
Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability
of the original Grantor shall not be released or changed if Beneficiary grants any successor in interest to Grantor any extension
of time for payment, or modification of the terms of payment, of any Secured Obligation unless agreed to otherwise in writing between
the parties. Beneficiary shall not be required to comply with any demand by the original Grantor that Beneficiary refuse to grant
such an extension or modification to, or commence proceedings against, any such successor in interest.


 


(b)          Upon
an Event of Default, Beneficiary may take any of the actions permitted under Subsections 6.3(b) and/or 6.3(c)
regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been
declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of
Trust.


 


(c)          From
time to time, Beneficiary may apply to any court of competent jurisdiction for aid and direction in executing and enforcing the
rights and remedies created under this Deed of Trust. Beneficiary may from time to time obtain orders or decrees directing, confirming
or approving acts in executing and enforcing these rights and remedies.


 


8.4         Merger.
No merger shall occur as a result of Beneficiary’s acquiring any other estate in or any other lien on the Property unless
Beneficiary consents to a merger in writing.


 


8.5         Joint
and Several Liability. If Grantor consists of more than one person, each shall be jointly and severally liable for the faithful
performance of all of Grantor’s obligations under this Deed of Trust.


 


8.6         Applicable
Law. The creation, perfection and enforcement of the lien of this Deed of Trust shall be governed by the law of the State in
which the Property is located. Subject to the foregoing, in all other respects, this Deed of Trust shall be governed by the substantive
laws of the State of Texas.


 


8.7         Successors
in Interest. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the
heirs, successors and assigns of the parties. However, this Section 8.7 does not waive the provisions of Section 6.1
above.


 


8.8         Interpretation.


 


(a)          Whenever
the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each
gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define
or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the
word “including” means “including, but not limited to.”


 




    	DEED OF TRUST	Page 21



    	 



    

 


(b)          The
word “obligations” is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct,
indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges, late charges, loan
fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions.


 


(c)          No
listing of specific instances, items or matters in any way limits the scope or generality of any language of this Deed of Trust.
The Exhibits to this Deed of Trust are hereby incorporated in this Deed of Trust.


 


8.9         Waiver
of Statutory Rights. To the extent permitted by law, Grantor hereby agrees that it shall not and will not apply for or avail
itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing
or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, but hereby waives the
benefit of such laws. Grantor for itself and all who may claim through or under it waives any and all right to have the property
and estates comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction
to foreclose such lien may order the Property sold as an entirety. Grantor hereby waives any and all rights of redemption from
sale under any judgment of foreclosure of this Deed of Trust on behalf of Grantor and on behalf of each and every person acquiring
any interest in or title to the Property of any nature whatsoever, subsequent to the date of this Deed of Trust. The foregoing
waiver of right of redemption is made pursuant to the provisions of applicable law.


 


8.10       Severability.
If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the
remaining provisions and shall in no way affect the validity of this Deed of Trust except that if such provision relates to the
payment of any monetary sum, then Beneficiary may, at its option, declare all Secured Obligations immediately due and payable.


 


8.11         Notices.
Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall
be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States
Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other
reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on
the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:


 


If to Grantor:


MVI Health Center, LP


189 South Orange Avenue, Suite 170


Orlando, Florida 32801


	Attention:	John Mark Ramsey
	Attention:	Kevin Thomas
	Attention:	Sharon Kaiser
	Telephone:	(407) 999-7679
	Facsimile:	(407) 999-5210


 




    	DEED OF TRUST	Page 22



    	 



    

 





		With a copy to:	Foley & Lardner LLP



111 North Orange
Avenue, Suite 1800


Orlando, Florida 32801


	Attention:	Michael A. Okaty, Esq.
	Telephone:	(407) 244-3229
	Facsimile:	(407) 648-1743


 


If to Trustee:


Deborah Newman


8115 Preston Road, Suite 800


Dallas, Texas 75225


	Telephone:	(214) 416-2600
	Facsimile:	(866) 266-9215


 


If to Beneficiary:


KeyBank National Association


Mailcode: OH-01-51-0311


4910 Tiedeman Road, 3rd Floor


Brooklyn, Ohio 44144


	Attention:	Amy L. MacLearie,
	 	KREC Commercial Loan Closer-Assistant Vice President
	Telephone:	(216) 813-6935
	Facsimile:	(216) 357-6383


 


With a copy to:


KeyBank Real Estate Capital


Healthcare Group


4200 West Cypress Street, Suite 490


Tampa, Florida 33607-4168


	Attention:  	Grant Saunders, Senior Vice President
	Telephone:	(813) 313-5516
	Facsimile:	(813) 313-5555




 


or at such other address as the party to
be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service
of notice.


 


8.12       Future
Advances. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid
principal balance of indebtedness secured hereby (including disbursements that Beneficiary may, but shall not be obligated to,
make under this Deed of Trust, the Loan Documents or any other document with respect thereto) at any one time outstanding may be
substantially less but shall be limited to all indebtedness reasonably contemplated by the parties for the Project as of the date
hereof, including, without limitation, any disbursements made for the enforcement of this Deed of Trust and any remedies hereunder,
payment of taxes, special assessments, utilities or insurance on the Property and interest on such disbursements and all disbursements
by Beneficiary pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby).
This Deed of Trust shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens
and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.


 




    	DEED OF TRUST	Page 23



    	 



    

  


8.13       Beneficiary’s
Lien for Service Charge and Expenses. At all times, regardless of whether any Loan proceeds have been disbursed, this Deed
of Trust secures (in addition to any Loan proceeds disbursed from time to time) the payment of any and all loan commissions, service
charges, liquidated damages, expenses and advances due to or incurred by Beneficiary not to exceed the maximum amount secured hereby.


 


8.14       WAIVER
OF TRIAL BY JURY. GRANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS DEED OF TRUST, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN
OR ANY OTHER STATEMENTS OR ACTIONS OF GRANTOR OR BENEFICIARY. GRANTOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING
OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT
HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. GRANTOR FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING
AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR BENEFICIARY TO MAKE THE LOAN, ENTER INTO THIS DEED
OF TRUST AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS
AS IF FULLY INCORPORATED THEREIN.


 


8.15       Inconsistencies.
In the event of any inconsistency between this Deed of Trust and the Loan Agreement, the terms hereof shall be controlling as necessary
to create, preserve and/or maintain a valid security interest upon the Property, otherwise the provisions of the Loan Agreement
shall be controlling.


 


8.16       Controlling
Agreement. The parties hereto intend to conform strictly to the applicable usury laws. All agreements between Grantor (and
any other party liable for any part of the Secured Obligations) and Beneficiary, whether now existing or hereafter arising and
whether written or oral, are expressly limited so that in no event whatsoever, whether by reason of acceleration of the maturity
of the Secured Obligations or otherwise, shall the interest contracted for, charged or received by Beneficiary hereunder or otherwise
exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever interest would otherwise be payable
to Beneficiary in excess of the maximum lawful amount, the interest payable to Beneficiary shall be reduced automatically to the
maximum amount permitted under applicable law. If Beneficiary shall ever receive anything of value deemed interest under applicable
law which would apart from this provision be in excess of the maximum lawful amount, the amount which would have been excessive
interest shall be applied to the reduction of the principal amount owing on the Secured Obligations in inverse order of maturity
and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid principal balance
of the Secured Obligations, such excess shall be refunded to Grantor, or to the maker of the Note or other evidence of indebtedness
if other than Grantor. All interest paid or agreed to be paid to Beneficiary shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full stated term, including any renewal or extension, of such indebtedness
so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. The terms
and provisions of this section shall control and supersede every other provision of all existing and future agreements between
Grantor, the maker of the Note or other evidence of indebtedness if other than Grantor, and Beneficiary.


 




    	DEED OF TRUST	Page 24



    	 



    

  


THIS DEED OF TRUST,
THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions hereof and the other Loan
Documents may be amended or waived only by an instrument in writing signed by the Grantor and Beneficiary.


 




    	DEED OF TRUST	Page 25



    	 



    

 


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


 


	 	GRANTOR:
	 	 
	 	MVI HEALTH CENTER, LP, a Delaware limited partnership
	 	 	 
	 	By: 	/s/ John Mark Ramsey
	 	 	John Mark Ramsey, Authorized Signatory 


 


	STATE OF FLORIDA	)
	 	:
	COUNTY OF ORANGE	)


 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that John Mark Ramsey, whose name as Authorized Signatory of
MVI HEALTH CENTER, LP, a Delaware limited partnership, is signed to the foregoing instrument, and who is personally known
to me, acknowledged before me on this day that, being informed of the contents of said instrument, he as such Authorized Signatory
and with full authority, executed the same voluntarily for and as the act of said limited partnership on the day the same bears
date. Given under my hand and official seal this 12th day of November, 2014.


 


	 	/s/ Jamie L. Brown
	 	Notary Public
	 	 
	 	My Commission Expires: August 29, 2018


  




    	DEED OF TRUST	Page 26



    	 



    

 


EXHIBIT A


 


Description of Land


 


Lot 1, Block 2, New City Block 17341, NORTH HOLLOW KNOLL,
an addition to the City of San Antonio, Bexar County, Texas, according to the map or plat thereof, recorded in Volume 9569,
Page 38 of the Deed and Plat Records of Bexar County, Texas; TOGETHER WITH nonexclusive easement rights set forth under
Article III, Sections 3.1, 3.2 and 3.3 pursuant to the Declaration of Protective Covenants and Performance Standards for
Northgate Development recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.


 




    	DEED OF TRUST	Page 27



    	 



    

 


EXHIBIT B


 


Permitted Exceptions


 


		1.	Restrictive covenants of record found in Volume 9569, Page 38 of the Deed Records and Volume 2987, Page 1110 of the Real Property
Records of Bexar County, Texas.



 


		2.	25-foot building setback line along North Knoll as shown on plats recorded in Volume 9547, Page 4 and Volume 9569, Page 38
of the Deed and Plat Records of Bexar County, Texas.



 


		3.	1-foot vehicular non-access easement along portions of North Knoll and North Hollow as shown on plat recorded in Volume 9569,
Page 38 of the Deed and Plat Records of Bexar County, Texas.



 


		4.	14-foot gas, electric, telephone and cable T.V. easement along portions of North Knoll and North Hollow as shown on plats recorded
in Volume 9547, Page 4 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.



 


		5.	20-foot electric easement along the southwest property line as shown on plats recorded in Volume 9503, Page 116 and Volume
9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.



 


		6.	12-feet of a 28 foot electric easement along the southeast property line as shown on plats recorded in Volume 9503, Page 116
and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.



 


		7.	16-foot drainage easement recorded in Volume 8879, Page 289 of the Real Property Public Records of Bexar County, Texas and
as shown on plat recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.



 


		8.	Terms, conditions, covenants, easements and provisions, including, but not limited to, a lien and personal obligation of assessments
payable to Northgate Property Owners' Association, Inc., pursuant to that certain Declaration dated December 6, 1983, executed
by May Twentieth, Ltd., recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.



 




    	DEED OF TRUST	Page 28