Exhibit 10.6


 


WHEN RECORDED RETURN TO:


 


Janet Wagner, Esq.


LATIMER LEVAY FYOCK LLC


55 W. Monroe Street, Suite 1100


Chicago, IL 60603


(LLF File No. 72001-241)


 


Property Address:


300 Cormorant Place


Frederick, MD 21701


(Frederick County)


 


Tax Map No(s):


 


 


PURCHASE MONEY DEED OF TRUST, SECURITY AGREEMENT,

ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING


(MARYLAND)


 


THIS PURCHASE MONEY DEED OF TRUST, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as the same may from time to time hereafter be modified, supplemented
or amended, this “Deed of Trust”) is made as of September 30, 2015, by IRESI FREDERICK MARKET SQUARE, L.L.C.,
a Delaware limited liability company (“Borrower”), having its principal place of business and mailing address
at 2901 Butterfield Road, Oak Brook, Illinois 60523, LAWYERS TITLE REALTY SERVICES, INC., a Virginia corporation, as “Trustee”,
for the benefit of PARKWAY BANK AND TRUST COMPANY, an Illinois banking corporation, having a principal place of business
and mailing address at 4800 N. Harlem Avenue, Harwood Heights, IL 60706, as “Lender”.


 




    1 


     


    

WITNESSETH:


 


A.             
Borrower is justly indebted to Lender for money borrowed (the “Loan”)
in the original principal sum of Forty-Five Million Seven Hundred Fifty Thousand and no/100 Dollars ($45,750,000.00) (the “Loan
Amount”) made pursuant to the Loan Agreement of even date herewith (as amended, restated or otherwise modified from time
to time, the “Loan Agreement”) and evidenced by a Secured Promissory Note of even date herewith executed by
Borrower, made payable and delivered to Lender in the principal amount of the Loan Amount (as may be modified, amended, supplemented,
extended or consolidated in writing and any note(s) issued in exchange therefor or replacement thereof, the “Note”),
pursuant to which Note the Borrower promises to pay to Lender the Loan Amount, together with all accrued and unpaid interest thereon,
interest accrued at the Default Rate (if any), Late Charges (if any) and all other obligations and liabilities due or to become
due to Lender pursuant to the Loan Documents and all other amounts, sums and expenses paid by or payable to Lender pursuant to
the Loan Documents (as defined in the Loan Agreement) (collectively the “Indebtedness”) until the Indebtedness
has been paid in accordance with the Note and other Loan Documents. Capitalized terms used herein and not otherwise defined shall
have those meanings given to them in the other Loan Documents.


 


The Note is in the original
principal amount of $45,750,000.00 and matures on September 30, 2016, subject to extension as set forth in Section 2(b) of the
Note.


 


B.             
NOW, THEREFORE, to secure the payment of the Indebtedness in accordance
with the terms and conditions of the Loan Documents, and all extensions, modifications, and renewals thereof and the performance
of the covenants and agreements contained therein, and also to secure the payment of any and all other Indebtedness, direct or
contingent, that may now or hereafter become owing from Borrower to Lender in connection with the Loan Documents, and in consideration
of the Loan Amount in hand paid, receipt of which is hereby acknowledged, Borrower does by these presents hereby bargain, sell,
convey and confirm unto Trustee, its successors and assigns forever, IN TRUST, WITH POWER OF SALE, that certain real estate and
all of Borrower’s estate, right, title and interest therein, located in the County of Frederick, State of Maryland, more
particularly described in Exhibit ”A” attached hereto and made a part hereof (the “Land”),
which Land, together with the following described property, rights and interests, is collectively referred to herein as the “Premises,”
together with:


 


C.             
Borrower’s interest as lessor in and to all leases of the
Premises and all rents, which are pledged primarily and on a parity with the Land and not secondarily; and




    2 


     


    

 


D.             
All and singular the tenements, hereditaments, easements, appurtenances,
passages, waters, water courses, riparian rights, direct flow, ditch, reservoir, well and other water rights, whether or not adjudicated,
whether tributary or nontributary and whether evidenced by deed, water stock, permit or otherwise, sewer rights, rights in trade
names (excluding however, the “Inland” name and logo), licenses, permits and contracts, and all other rights, liberties
and privileges of any kind or character in any way now or hereafter appertaining to the Land, including but not limited to, homestead
and any other claim at law or in equity as well as any after-acquired title, franchise or license and the reversion and reversions
and remainder and remainders thereof; and the right in the case of foreclosure hereunder of the encumbered property for Lender
to take and use the name by which the buildings and all other improvements situated on the Premises are commonly known and the
right to manage and operate the said buildings under any such name and variants thereof; and


 


E.             
All right, title and interest of Borrower in any and all buildings
and improvements of every kind and description now or hereafter erected or placed on the said Land and all materials intended for
construction, reconstruction, alteration and repairs of such buildings and improvements now or hereafter erected thereon, all of
which materials shall be deemed to be included within the Premises immediately upon the delivery thereof to the Premises, and a
security interest in all fixtures now or hereafter owned by Borrower and attached to or contained in and used in connection with
the Premises including, but not limited to, all machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating, air-conditioning and sprinkler equipment and fixtures
and appurtenances thereto; all items of furniture, furnishings, equipment and personal property owned by Borrower used or useful
in the operation of the Premises; and all renewals or replacements of all of the aforesaid property owned by Borrower or articles
in substitution therefor, whether or not the same are or shall be attached to said buildings or improvements in any manner (collectively,
the “Improvements”).  Borrower and Lender mutually agree, intend and declare that all the Improvements
owned by Borrower and placed by it on the Land or used in connection with the operation or maintenance of the Premises shall, so
far as permitted by law, be deemed to form a part and parcel of the Land and, for the purpose of this Deed of Trust, to be Land
and covered by this Deed of Trust, and as to any of the Improvements which do not form a part and parcel of the Land or do not
constitute a “fixture” (as such term is defined in the Uniform Commercial Code in effect in the state where
the Premises is located (“UCC”)), this Deed of Trust and the other Loan Documents (the terms of which grant
a security interest in personal property or real property, the proceeds of which may become personal property) are each hereby
deemed to be, as well, a security 




    3 


     


    

agreement under the UCC for the purpose of creating
a security interest in all items, including, but not limited to all property and rights which Borrower may grant, assign, bargain,
sell, transfer, set over, deliver, or otherwise convey to Lender, as secured party, under the terms of this Deed of Trust or any
of the other Loan Documents, including any and all proceeds thereof (as used herein, Borrower shall mean “Debtor”
under the UCC and Lender shall mean “Secured Party” under the UCC). Borrower hereby appoints Lender as its attorney-in-fact,
effective upon the occurrence of any Event of Default, to execute such documents necessary to perfect Lender’s security interest
and authorizes Lender at any time until the Indebtedness is paid in full, to prepare and file, at Borrower’s expense, any
and all UCC financing statements, amendments, assignments, terminations and the like, reasonably necessary to create and/or maintain
a prior security interest in such property all without Borrower’s execution of the same. Furthermore, upon the occurrence
of any Event of Default under the Loan Documents, Lender will, in addition to all other remedies provided for in the Loan Documents,
have the remedies provided for under the UCC. Borrower warrants that, to its knowledge, the location of such property is upon the
real estate. Borrower covenants and agrees that Borrower will furnish Lender with notice of any change in Borrower’s name,
identity, entity, structure, organization identification number and residence or principal place of business within thirty (30)
days of the effective date of any such change. Borrower, as debtor, hereby grants to Lender, as secured party, a security interest
in all Improvements (to the extent Improvements include any personal property pursuant to the UCC) as security for the Loan and
Indebtedness, and Borrower hereby authorizes Lender to file any financing statements as Lender may reasonably require in order
to perfect such grant of security interest; Borrower’s organization identification number is 5831640. This Deed of Trust
is being recorded with the Clerk of the Land Records of Frederick County, Maryland, as a Fixture Filing (as defined in the UCC);
and 


 


F.             
All right, title and interest of Borrower, now or hereafter acquired,
in and to any and all strips and gores of land adjacent to and used in connection with the Premises and all right, title and interest
of Borrower, now owned or hereafter acquired, in, to, over and under the ways, streets, sidewalks and alleys adjoining the Premises;
and 


 


G.            
All funds now or hereafter held by Lender under any property reserves
agreement (including any proceeds derived from any letter of credit) or escrow security agreement or under any of the terms hereof
or of the Loan Documents, including but not limited to funds held under the provisions of the Loan Agreement; and


 




    4 


     


    

H.             
All of Borrower’s payment intangibles, letter of credit rights,
interest rate cap agreements, tenant in common agreement rights, and any other contract rights of Borrower related in any manner
to the ownership, operation, or management of the Premises, as well as any and all supporting obligations, and all proceeds, renewals,
replacements and substitutions thereof; and


 


I.               
All funds, accounts and proceeds thereof relating to the Premises
whether or not such funds, accounts or proceeds thereof are held by Lender under the terms of any of the Loan Documents, including,
but not limited to bankruptcy claims of Borrower against any tenant at the Premises, and any proceeds thereof; proceeds of any
rents, insurance proceeds from all insurance policies required to be maintained by Borrower under the Loan Documents (subject to
the balance of the terms of this Deed of Trust); and all awards, decrees, proceeds, settlements or claims for damage now or hereafter
made to or for the benefit of Borrower by reason of any damage to, destruction of or taking of the Premises or any part thereof,
whether the same shall be made by reason of the exercise of the right of eminent domain or by condemnation or otherwise (a “Taking”).


 


TO HAVE AND TO HOLD the
same unto Trustee and its successors and assigns, upon the trusts, covenants and agreements herein expressed; PROVIDED, HOWEVER,
that should the Indebtedness be paid according to the tenor and effect thereof when the same shall become due and payable as provided
for in the Loan Documents, and should Borrower perform all covenants contained in the Loan Documents in a timely manner, then this
Deed of Trust shall be cancelled and released.


 


J.              
Borrower represents that it shall forever warrant and defend the
title to the Premises against all claims and demands of all persons whomsoever and will on demand execute any additional instrument
which may be required to give Trustee a valid first lien on all of the Premises, subject to the Permitted Encumbrances. 


 


K.             
Borrower further represents that (i) the Premises is not subject
to any casualty damage; (ii) Borrower has not received any written notice of any eminent domain or condemnation proceeding affecting
the Premises; (iii) all leasing broker fees and commissions payable by Borrower with respect to the lease(s) have been paid in
full, in cash or other form of immediately available funds; and (iv) to the best of Borrower’s knowledge, following due and
diligent inquiry, there are no actions, suits or proceedings pending, completed or threatened against or affecting Borrower or
any Person owning an interest (directly or indirectly) in Borrower (“Interest Owner(s)”) or any property of
Borrower or any Interest Owner in any court or before any arbitrator of any kind or before or by any governmental authority (whether
local, state, federal or foreign) that, individually or in the aggregate, could reasonably be expected by Lender to be material
to the transaction contemplated hereby. Notwithstanding the foregoing, no representation is made concerning holders of interests
in Borrower who are Interest Owners solely by virtue of their ownership interest in the Borrower. 




    5 


     


    

L.              
Borrower further represents, warrants and covenants that as
of the date hereof and until the Indebtedness is paid in full: 


 


		(a)	Borrower and each Person owning an interest
in Borrower and/or any guarantor is not (i) identified on the Specially Designated Nationals and Blocked Persons List maintained
by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list
maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”),
(ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction,
or other prohibition of the laws and regulations of the United States of America or any Executive Order of the President of the
United States of America; 



 


		(b)	none of the funds or other assets of Borrower
constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined); 



 


		(c)	no Embargoed Person has any interest of
any nature whatsoever in Borrower (whether directly or indirectly); 



 


		(d)	none of the funds of Borrower have been
derived from any unlawful activity with the result that the investment in Borrower is prohibited by law or that the Loan Documents
are in or will be in violation of law,



 


		(e)	Borrower has and will continue to implement
procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations
and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or
government subject to trade restrictions under the laws of the United States of America, including but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
Executive Orders or regulations promulgated thereunder with the result that the investment in Borrower is prohibited by law or
Borrower is in violation of law;



 


		(f)	Borrower has complied and will continue
to comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now
or hereafter in effect; and





    6 


     


    

 


		(g)	Borrower has not and will not use funds
from any “Prohibited Person” (as such term is defined in the September 24, 2001, Executive Order Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Lender
under the Loan Documents. 



 


Borrower will immediately notify Lender in writing
if any of the representations, warranties or covenants in this Deed of Trust are no longer true or have been breached or if Borrower
has a reasonable basis to believe that they may no longer be true or have been breached. In addition, Borrower will, at the request
of Lender, provide such information as may be requested by Lender to determine Borrower’s compliance with the terms hereof.


 


Borrower
COVENANTS AND AGREES AS FOLLOWS:


 


1.Borrower shall:


 


		(a)	pay each item of Indebtedness secured by this Deed of Trust when due according to the terms of
the Loan Documents;



 


		(b)	pay, to the extent permitted by law, a Late Charge on any payment of principal, interest or Indebtedness
which is not paid on or before the due date as required under the Note;



 


		(c)	pay, on or before the due date thereof any indebtedness permitted to be incurred by Borrower pursuant
to the Loan Documents and any other claims which could become a lien on the Premises (unless otherwise specifically addressed in
Paragraph 1(e) hereof), and upon request of Lender exhibit satisfactory evidence of the discharge thereof;



 


		(d)	complete within a reasonable time, the construction of any Improvements now or at any time in process
of construction upon the Land which are required to be performed by Borrower;



 




    7 


     


    

		(e)	manage, operate and maintain the Premises and keep the Premises, including, but not limited to,
the Improvements, in good condition and repair and free from mechanics liens or other liens or claims for liens, provided,
however, that Borrower may in good faith, with reasonable diligence and upon written Notice to Lender within thirty (30)
days after Borrower has knowledge of such lien or claim, contest the validity or amount of any such lien or claim and defer payment
and discharge thereof during the pendency of such contest in the manner provided by law, provided that (i) such contest may be
made without the payment thereof; (ii) such contest shall prevent the sale or forfeiture of the Premises or any part thereof, or
any interest therein, to satisfy such lien or claim; (iii) Borrower shall have obtained a bond over such lien or claim from a bonding
company acceptable to Lender, or have had it insured over by the Title Company, which has the effect of removing such lien or collection
of the claim or lien so contested; (iv) Borrower shall pay all costs and expenses incidental to such contest; and (v) in the event
of a final, non-appealable ruling or adjudication adverse to Borrower and provided the court of jurisdiction has not granted a
stay of the enforcement of the ruling or judgment, Borrower shall promptly pay such claim or lien, shall indemnify and hold Lender
and the Premises harmless from any loss or damage arising from such contest and shall take whatever action necessary to prevent
sale, forfeiture or any other loss or damage to the Premises or to Lender.



 


		(f)	comply, and cause each lessee or other user of the Premises to comply, with all requirements of
law and ordinance, and all rules and regulations, now or hereafter enacted, by authorities having jurisdiction of the Premises
and the use thereof, including but not limited to all covenants, conditions and restrictions of record pertaining to the Premises,
the Improvements, and the use thereof (collectively, “Legal Requirements”);



 


		(g)	subject to the provisions of Paragraph 5 hereof, promptly repair, restore or rebuild any Improvements
now or hereafter a part of the Premises which may become damaged or be destroyed by any cause whatsoever, so that upon completion
of the repair, restoration and rebuilding of such Improvements, there will be no liens of any nature arising out of the construction
and the Premises will be of substantially the same character and quality as it was prior to the damage or destruction;





    8 


     


    

		(h)	if other than a natural person, do all things necessary to preserve and keep in full force and
effect its existence, franchises, rights and privileges under the laws of the state of its formation and, if other than its state
of formation, the state where the Premises is located. Borrower shall notify Lender at least thirty (30) days prior to (i) any
relocation of Borrower’s principal place of business to a different state or any change in Borrower’s state of formation,
and/or (ii) if Borrower is an individual, any relocation of Borrower's principal residence to a different state;



 


		(i)	do all things necessary to preserve and keep in full force and effect Lender’s title insurance
coverage insuring the lien of this Deed of Trust as a first and prior lien, subject only to the Permitted Encumbrances and any
other exceptions after the date of this Deed of Trust approved in writing by Lender, including without limitation, delivering to
Lender not less than 30 days prior to the effective date of any rate adjustment, modification or extension of the Note or any other
Loan Document, any new policy or endorsement which may be reasonably required to assure Lender of such continuing coverage;



 


		(j)	execute any and all documents which may be required to perfect the security interest granted by
this Deed of Trust; and



 


		(k)	remain a Limited-Asset Entity.



 


2. Borrower shall not:


 


		(a)	construct any building or structure nor make any alteration or addition (other than normal repair
and maintenance) to (i) the roof or any structural component of any Improvements on the Premises or (ii) the building operating
systems, including, but not limited to, the mechanical, electrical, heating, cooling, or ventilation systems (other than replacement
with equal or better quality and capacity).



 


		(b)	remove or demolish any material Improvements, or any portion thereof, which at any time constitute
a part of the Premises.



 


		(c)	cause or permit any change to be made in the general use of the Premises without Lender’s
prior written consent;



 




    9 


     


    

		(d)	initiate any or acquiesce to a zoning reclassification or material change in zoning of the Premises
without Lender’s prior written consent. Borrower shall use all reasonable efforts to contest any such zoning reclassification
or change;



 


		(e)	make or permit any use of the Premises that could with the passage of time result in the creation
of any right of use, or any claim of adverse possession or easement on, to or against any part of the Premises in favor of any
Person or the public;



 


		(f)	except for the Permitted Transfers described in Section 6.17 of the Loan Agreement, or except to
the extent permitted elsewhere in the Loan Documents, permit, acquiesce to or allow any of the following to occur: (i) a sale,
conveyance, assignment, transfer, encumbrance (other than the lien hereof, the lease(s), the Permitted Encumbrances and those liens
which Borrower is contesting in accordance with this Deed of Trust), alienation, pledge or other disposition (whether directly
or indirectly, voluntary or involuntary, or by operation of law) of all or any portion of the Premises or an interest in the Premises
or direct or indirect ownership interests in the Borrower; (ii) the reconstitution or conversion of Borrower and/or any Interest
Owner from one entity to another type of entity except in connection with a Permitted Transfer; (iii) the issuance or other creation
of ownership interests in the Borrower and/or any Interest Owner, except as otherwise expressly permitted by the Loan Agreement;
(iv) a merger, consolidation, reorganization or any other business combination with respect to Borrower and/or any Interest Owner
that is not an Interest Owner solely by virtue of its ownership interest in the Borrower; (v) a conversion to or operation of all
or any portion of the Premises as a cooperative or condominium form of ownership; or (vi) if Borrower is a trust, the addition,
deletion or substitution of a trustee of such trust. For the purposes of this provision, any of the events described above shall
be defined as a “Transfer”. If any such Transfer occurs without the prior written consent of Lender, it shall
be null and void and shall constitute an immediate Event of Default under the Loan Documents. Lender may, in its commercially reasonable
discretion, consent to a Transfer (not otherwise expressly permitted by the terms hereof), and any such consent shall not constitute
a consent as to any other Transfer;



 




    10 


     


    

		(g)	cause, permit or allow:



 


		(i)	any Person to own an interest in Borrower who is (A) identified on the Specially Designated Nationals
and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC, or (B) a party with whom a citizen
of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United
States law, regulation, or Executive Order of the President of the United States;



 


		(ii)	any of the funds or other assets of Borrower to constitute property of, or be beneficially owned,
directly or indirectly, by any Embargoed Person;



 


		(iii)	an Embargoed Person to have any interest of any nature whatsoever in Borrower (whether directly
or indirectly); or



 


		(iv)	any of its funds to be derived from any unlawful activity with the result that the investment in
Borrower is prohibited by law or that the Loan Documents are in or will be in violation of law.



 


3.   (a)  Borrower
shall pay, or cause to be paid when due, and before any penalty attaches or interest accrues, all general taxes, special taxes,
assessments (including assessments for benefits from public works or improvements whenever begun or completed), utility charges,
water charges, sewer service charges, common area maintenance charges, if any, vault or space charges and all other like charges
against or affecting the Premises or against any property or equipment located on the Premises, or which might become a lien on
the Premises, and shall, within ten (10) days following Lender’s request, furnish to Lender a duplicate receipt of such payment.
If any such tax, assessment or charge may legally be paid in installments, Borrower may, at its option, pay such tax, assessment
or charge in installments.


 


		(b)	If Borrower desires to contest any tax, assessment or charge relating to the Premises, Borrower
may do so by paying the same in full, under protest, in the manner provided by law; provided, however, that





    11 


     


    

 


		(i)	if contest of any tax, assessment or charge may be made without the payment thereof, and



 


		(ii)	such contest shall have the effect of preventing the collection of the tax, assessment or charge
so contested and the sale or forfeiture of the Premises or any part thereof or any interest therein to satisfy the same,



 


then Borrower may, in its discretion
and upon the giving of Notice to Lender of its intended action and upon the furnishing to Lender of such security or bond as Lender
may require, contest any such tax, assessment or charge in good faith and in the manner provided by law. All costs and expenses
incidental to such contest shall be paid by Borrower. In the event of a ruling or adjudication adverse to Borrower, Borrower shall
promptly pay such tax, assessment or charge. Borrower shall indemnify and save harmless the Lender and the Premises from any loss
or damage arising from any such contest and shall, if necessary to prevent sale, forfeiture or any other loss or damage to the
Premises or to Lender, pay such tax, assessment or charge or take whatever action is necessary to prevent any sale, forfeiture
or loss.


 


4.  (a)    Borrower
shall at all times keep or cause to be kept in force (i) property insurance insuring all Improvements which now are or hereafter
become a part of the Premises for perils covered by a Standard “All Risk” insurance policy (to include Basic and Broad
Form causes of loss), including coverage against terrorism containing both replacement cost and agreed amount endorsements or equivalent
coverage; (ii) commercial general liability insurance naming Lender as an additional insured protecting Borrower and Lender against
liability for bodily injury or property damage occurring in, on or adjacent to the Premises in commercially reasonable amounts;
(iii) boiler and machinery insurance if the property has a boiler or is an office building; (iv) rental value insurance for the
perils specified herein for one hundred percent (100%) of the rents (including operating expenses, real estate taxes, assessments
and insurance costs which are lessee’s liability) for a period of twelve (12) months;




    12 


     


    

(v) builders risk insurance during
all periods of construction; and (vi) insurance against all other hazards as may be reasonably required by Lender, including,
without limitation, insurance against loss or damage by flood, hurricane and windstorm. Notwithstanding anything herein above to
the contrary, if neither: (i) property insurance without an exclusion for terrorism, terrorist acts or similar perils (“Terrorism”)
nor (ii) a separate policy insuring specifically against Terrorism is available at a cost which is in Lender’s opinion commercially
reasonable, taking into consideration, among other things, (a) how properties similar in type, size, quality and location are insured
with respect to Terrorism and (b) the amount of coverage, premium and deductible applicable to such insurance, then Lender agrees
to waive the requirement to provide insurance covering Terrorism until such coverage again becomes available at a cost that is
commercially reasonable in Lender’s opinion.


 


		(b)	All insurance (including deductibles and exclusions) shall be in form, content and amounts approved
by Lender and written by an insurance company or companies approved by Lender and rated A-, class size VIII or better in the most
current issue of Best’s Insurance Reports and which is licensed to do business in the state in which the Premises are located
or a governmental agency or instrumentality approved by Lender. The policies for such insurance shall have attached thereto standard
mortgagee clauses in favor of and permitting Lender to collect any and all proceeds payable thereunder and shall include a thirty
(30) day (except for nonpayment of premium, in which case, a ten (10) day) notice of cancellation clause in favor of Lender. All
certificates of insurance (or policies if requested by Lender) shall be delivered to and held by Lender as further security for
the payment of the Note and any other obligations arising under the Loan Documents, with evidence of renewal coverage delivered
to Lender at least thirty (30) days before the expiration date of any policy. Borrower shall not carry or permit to be carried
separate insurance, concurrent in kind or form and contributing in the event of loss, with any insurance required in the Loan Documents.





    13 


     


    

		5.	In the event of any damage to or destruction of the Premises, or any part thereof (and subject
to the provisions of Paragraph 5(e) below):



 


		(a)	Borrower shall immediately give Lender Notice thereof. Lender shall have the right (which may be
waived by Lender in writing) to settle and adjust any claim in excess of $100,000 under such insurance policies required to be
maintained by Borrower (and which are not being maintained by the Tenant). In all circumstances, the proceeds thereof shall be
paid to Lender and Lender is authorized to collect and to give receipts therefor; provided that proceeds of claims not exceeding
$100,000 shall be paid to Borrower so long as there is no then existing Event of Default. Borrower agrees and acknowledges that
such proceeds shall be held by Lender without any allowance of interest and that in any bankruptcy proceeding of Borrower, all
such proceeds shall be deemed to be “Cash Collateral” as that term is defined in Section 363 of the Bankruptcy
Code. Provided that no Event of Default exists, Borrower shall have the right to participate in any settlement or adjustment; provided,
however, that any settlement or adjustment shall be subject to the written approval of Lender, not to be unreasonably withheld,
conditioned or delayed.



 


		(b)	Such proceeds, after deducting therefrom any reasonable expenses incurred by Lender in the collection
thereof (including but not limited to reasonable attorneys’ fees and costs), shall be applied by Lender to pay the Indebtedness
secured hereby, whether or not then due and payable, without prepayment penalty.



 


Notwithstanding anything hereinabove
to the contrary (but subject to the provisions of Paragraph 5(e) below),


 


		(i)	in the event the casualty occurs more than six (6) months prior to the maturity date of the Note
and no Event of Default exists, Lender shall apply such proceeds as follows:



 


		(A)	If the aggregate amount of such proceeds is less than $100,000, Lender shall pay such proceeds
directly to Borrower, to be held in trust for Lender and applied to the cost of rebuilding and restoring the Premises. If there
is an existing Event of Default, such proceeds shall be paid to Lender.





    14 


     


    

 


		(B)	If the aggregate amount of such proceeds equals or exceeds $100,000, such proceeds shall be paid
to Lender, and Lender shall disburse such amounts of the proceeds as Lender reasonably deems necessary for the repair or replacement
of the Premises, subject to the conditions set forth in Paragraph 5(c) below.



 


		(ii)	in the event (x) an Event of Default exists, or (y) the casualty occurs during the last six (6)
months prior to the maturity date of the Note and Lender determines that the repair and restoration of such casualty cannot be
completed prior to the maturity date of the Note, or (z) the conditions set forth in Paragraph 5(c) are not met, then Lender, in
its sole and absolute discretion may either:



 


		(A)	declare the entire Indebtedness to be immediately due and payable without prepayment penalty. Subject
to the terms of the leases then in effect, all proceeds shall be applied toward payment of the Indebtedness in such priority as
Lender elects; or



 


		(B)	disburse such proceeds as Lender reasonably deems necessary for the repair or replacement of the
Premises subject to those conditions set forth in Paragraph 5(c) which Lender in its sole and absolute discretion may require.





    15 


     


    

 


(c)(i)In
the event that Borrower is to be reimbursed out of the insurance proceeds or out of any award or payment received with respect
to a Taking, Lender shall from time to time make available such proceeds, subject to the following conditions: (a) there continues
to exist no Event of Default; (b) the delivery to Lender of satisfactory evidence of the estimated cost of completion of such repair
and restoration work and any architect’s certificates, waivers of lien, contractor’s sworn statements, and other evidence
of cost and of payment and of the continued priority of the lien hereof over any potential liens of mechanics and materialmen (including,
without limitation, title policy endorsements) as Lender may reasonably require and approve; (c) the time required to complete
the repair and restoration work and for the income from the Premises to return to the level it was prior to the loss will not exceed
the coverage period of the rental value insurance required hereunder; (d) Lender approves the plans and specifications of such
work before such work is commenced if the estimated cost of rebuilding and restoration exceeds 25% of the Indebtedness or involves
any structural changes or modifications (if said plans and specifications substantially comply with those previously approved by
Lender, Lender’s approval shall not be unreasonably withheld); (e) if the amount of any insurance proceeds, award or other
payment is insufficient to cover the cost of restoring and rebuilding the Premises, Borrower shall pay such cost in excess of such
proceeds, award or other payment before being entitled to reimbursement out of such funds; (f) Borrower pays to Lender a non-refundable
processing fee equal to the lesser of $5,000.00 or .25% of the amount of such proceeds within sixty (60) days of the occurrence
of any such damage or destruction and before Lender disburses any proceeds; and (g) such other conditions to such disbursements
that, in Lender’s reasonable discretion, would be customarily required by a construction lender doing business in the area
where the Premises is located or which are otherwise required by any rating agency rating a Securitization Transaction.




    16 


     


    

 


		(ii)	No payment made by Lender prior to the final completion of the repair or restoration work shall,
together with all payments theretofore made, exceed 90% of the cost of such work performed to the time of payment, and at all times
the undisbursed balance of said proceeds shall be at least sufficient to pay for the cost of completion of such work free and clear
of all liens. Any proceeds remaining after payment of the cost of rebuilding and restoration shall, at the option of Lender, either
be (a) applied in reduction of the Indebtedness secured hereby, or (b) paid to Borrower.



 


		(iii)	Repair and restoration of the Premises shall be commenced promptly after the occurrence of the
loss and shall be prosecuted to completion diligently, and the Premises shall be restored and rebuilt to substantially the same
character and quality as prior to such damage and destruction and shall comply with all Legal Requirements.



 


		(d)	Should such damage or destruction occur after foreclosure or sale proceedings have been instituted,
the proceeds of any such insurance policy or policies, if not applied in rebuilding or restoration of the Improvements, shall be
used to pay (i) the Indebtedness then due and owing in the event of a non-judicial sale in such priority as Lender elects, or (ii)
the amount due in accordance with any decree of foreclosure or deficiency judgment that may be entered in connection with such
proceedings, and the balance, if any, shall be paid to the owner of the equity of redemption if it shall then be entitled to the
same, or otherwise as any court having jurisdiction may direct.



 


 


		6.	In the event of the commencement of a Taking affecting the Premises:



 


		(a)	Borrower shall give Lender Notice thereof. Lender may participate in such proceeding, and Borrower
shall deliver to Lender all documents requested by it to permit such participation.





    17 


     


    

 


		(b)	Borrower shall cause the proceeds of any award or other payment made relating to a Taking, to be
paid directly to Lender. Lender, in its sole and absolute discretion: (i) may apply all such proceeds to pay the Indebtedness in
such priority as Lender elects without prepayment penalty; or (ii) subject to and in accordance with the provisions set forth in
Paragraph 5(c) above, may disburse such amounts of the proceeds as Lender reasonably deems necessary for the repair or replacement
of the Premises.



 


		(c)	Notwithstanding anything herein above to the contrary, provided no Event of Default exists, Lender
agrees to disburse the proceeds received from any Inconsequential Taking, as hereinafter defined, to Borrower for the repair and/or
replacement of the Premises. An Inconsequential Taking shall be a Taking which (i) results in less than $100,000 in proceeds; and
(ii) does not, in Lender’s determination, materially or adversely affect the Improvements, parking, access, ingress, egress
or use of the Premises.



 


		7.	If by the laws of the United States of America or of any state or governmental subdivision having
jurisdiction over Borrower or of the Premises or of the Loan evidenced by the Loan Documents or any amendments or modifications
thereof, any tax or fee is due or becomes due or is imposed upon Lender or Borrower in respect of the issuance or the making, executing,
delivering, recording and/or registration of this Deed of Trust or the Note or otherwise in connection with the Loan Documents
or the Loan, except for Lender’s income or franchise tax, Borrower covenants and agrees to pay such tax or fee in the manner
required by such law and to hold harmless and indemnify Trustee and Lender, their successors and assigns, against any liability
incurred by reason of the imposition of any such tax or fee, and any and all penalties, interest, attorneys’ fees or other
costs due in connection therewith. In the event of a failure by Borrower to pay any such tax or fee, or applicable penalties, interest,
attorneys’ fees or other costs, as set forth herein, the same shall, without limitation of any other remedies herein, constitute
an Event of Default under this Deed of Trust, and, should Lender elect to pay the same, all such taxes, fees, penalties, interest,
attorneys’ fees or other charges, in addition to being due and owing to Lender upon demand, shall be secured by the lien
of this Deed of Trust and shall bear interest at the Default Rate as hereinafter provided from the date of advance by Lender until
paid by Borrower. Notwithstanding anything to the contrary in this Deed of Trust, the Note or any of the Loan Documents, this Paragraph
7 shall survive repayment of the Note and satisfaction of this Deed of Trust.





    18 


     


    

 


8.  (a)    Upon
the occurrence of any Event of Default, Lender may, but need not, make any payment or perform any act herein required of Borrower,
in any form and manner deemed expedient and may, but need not, make full or partial payments of principal or interest on prior
encumbrances, if any, and purchase, discharge, compromise or settle any tax lien or other prior lien or title or claim thereof,
or redeem from any tax sale or forfeiture affecting said Premises, or contest any tax or assessment. All moneys paid for any of
the purposes herein authorized and all reasonable expenses paid or incurred in connection therewith, including but not limited
to, reasonable attorneys’ fees and costs and reasonable attorneys’ fees and costs on appeal, and any other money advanced
by Lender to protect the Premises and the lien hereof, shall be so much additional Indebtedness secured hereby and shall become
immediately due and payable without notice and with interest thereon at the Default Rate from the date of expenditure or advance
until paid.


 


		(b)	In making any payment hereby authorized relating to taxes or assessments or for the purchase, discharge,
compromise or settlement of any prior lien, Lender may make such payment according to any bill, statement or estimate secured from
the appropriate public office without inquiry into the accuracy thereof or into the validity of any tax, assessment, sale, forfeiture,
tax lien or title or claim thereof or without inquiry as to the validity or amount of any claim for lien which may be asserted.



 


		9.	If one or more of the following events (herein called an “Event of Default”
or “Events of Default” as the context so requires) shall have occurred:



 


		(a)	failure to pay when due any principal of or interest on the
Note or any other Indebtedness, utilities, taxes or assessments or insurance premiums required pursuant to the Loan Documents and
continuance of such failure for five (5) days after payment of any such amount is due; or



 


		(b)	the failure of Borrower to duly observe or perform any of the covenants, conditions and agreements
of the Borrower contained in Paragraph 2(f) of this Deed of Trust; or
	 	 	 





    19 


     


    

 


		(c)	with respect to matters not described in the other subsections of this Section 9, failure to duly
observe or perform any covenant, condition or agreement of the Borrower contained in this Deed of Trust, and such failure shall
have continued for thirty (30) days after Notice specifying such failure is given by Lender to Borrower; provided that if any such
failure to observe or perform shall be of such nature that it can be cured, but cannot be cured or remedied within thirty (30)
days, Borrower shall be entitled to a reasonable period of time to cure or remedy such failure (not to exceed ninety (90) days
following the giving of Notice), provided Borrower commences the cure or remedy thereof within the thirty (30) day period following
the giving of Notice and thereafter proceeds with diligence, as determined by Lender, to complete such cure or remedy; or



 


		(d)	with respect to matters not described in the other subsections of this Section 9, failure to duly
observe or perform any covenant, condition or agreement of the Borrower contained in any of the Loan Documents which continues
beyond any applicable grace of cure period;



 


then, in each and every such case, the
whole of said principal sum hereby secured shall, at the option of the Lender and without further notice to Borrower, become immediately
due and payable together with accrued interest thereon and all other Indebtedness, and whether or not Lender has exercised said
option, interest shall accrue on the entire principal balance and any interest or other Indebtedness then due, at the Default Rate
until fully paid or, if Lender has not exercised said option, for the duration of any Event of Default.




    20 


     


    

 


		10.	If one or more of the Events of Default shall happen, the Trustee may, and upon the written request
of the Lender shall, by such agents as they may appoint, with or without entry, sell all the Property as an entirety or in parcels
as the Lender shall request in writing, or, in the absence of such request, as the Trustee may determine, subject to applicable
law, at public auction at some convenient place in the county where the Land is located or other location permitted or required
by law, at such time, in such manner and upon such terms as the Trustee may fix and briefly specify in the notice of sale, which
notice of sale shall state the time when, and the place where, the same is to be made, shall contain a brief description of the
property to be sold, and shall be sufficiently given if published once a week for three (3) successive weeks prior to such sale
in at least one newspaper, if any, printed in the English language and customarily published at least once a week in the place
or places where such sale is to take place, and in such other manner as may be required by law, and any such sale may be adjourned
by the Trustee by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, without
further notice or publication, such sale may be made at the time and place to which the same shall be so adjourned. In addition,
if Lender so elects, Trustee or Lender may sell the personal property covered by this Deed of Trust at one or more separate sales
in any manner permitted by the UCC, and one or more exercises of the powers herein granted shall not extinguish or exhaust such
powers, until the entire Premises is sold or the Indebtedness is paid in full.



 


		11.	Upon such sale, Trustee shall make, execute, and after due payment is made, deliver to the purchaser
or purchasers a deed or deeds for the Premises or part thereof sold and shall apply the proceeds of the sale, at the election of
Lender first, to all of the expenses of such sale including the reasonable expenses of this trust or the Trustee and the fees and
costs of any attorneys for this trust, environmental audits, the Trustee or Lender, all of which shall accrue and become due from
and after any Event of Default, together with any sums which Trustee or Lender shall have paid for procuring any abstract, certificate
or report of title to the Premises and, second, to principal, interest and any other Indebtedness and all other sums or amounts
due under the Note or agreed or provided to be paid by Borrower herein or in any other Loan Documents, all in such order as Lender
may determine. The remainder of such proceeds, if any, shall be paid to the party or parties lawfully entitled thereto.





    21 


     


    

 


		12.	In the event of such a sale of the Premises or any part thereof and the execution of a deed or
deeds therefor under these trusts, any recital therein of the occurrence of an Event of Default or of the giving or recording of
any notice or demand by Trustee or Lender regarding such sale shall be conclusive proof thereof, and the receipt of the purchase
money recited therein shall fully discharge the purchaser from any obligation for the proper application of the proceeds of sale
in accordance with these trusts.



 


		13.	Following the occurrence of an Event of Default, unless the same has been specifically waived in
writing, subject to the rights of tenants under any leases then in effect, Borrower shall forthwith upon demand of Trustee or Lender
surrender to Lender possession of the Premises, and Lender shall be entitled to take actual possession of the Premises or any part
thereof personally or by its agents or attorneys, and Lender in its discretion may, with or without force and with or without process
of law, enter upon and take and maintain possession of all or any part of the Premises together with all documents, books, records,
papers and accounts of the Borrower or the then owner of the Premises relating thereto, and may exclude Borrower, its agents or
assigns wholly therefrom, and may as attorney-in-fact or agent of the Borrower, or in its own name as Lender and under the powers
herein granted:



 


		(a)	hold, operate, maintain, repair, rebuild, replace, alter, improve, manage or control the Premises
as it deems judicious, insure and reinsure the same and any risks related to Lender’s possession, operation and management
thereof and receive all rents, either personally or by its agents, and with full power to use such measures, legal or equitable,
as in its discretion it deems proper or necessary to enforce the payment or security of the rents, including actions for the recovery
of Rent, actions in forcible detainer and actions in distress for rents, hereby granting full power and authority to exercise each
and every of the rights, privileges and powers herein granted at any and all times hereafter, without notice to Borrower; and



 


		(b)	conduct leasing activity pursuant to the provisions of the agreements between Lender and Borrower.





    22 


     


    

 


Neither Trustee nor Lender shall be
obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under
any lease. Except to the extent that the same is caused solely by Lender’s gross negligence or willful misconduct, should
Trustee or Lender incur any liability, loss or damage under any leases, or under or by reason of any other documents or agreements
related to the leases, or in the defense of any claims or demands whatsoever which may be asserted against Lender or Trustee by
reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements
in any lease, the amount thereof, including costs, expenses and reasonable attorneys’ fees and costs, including reasonable
attorneys’ fees and costs on appeal, shall be added to the Indebtedness and secured hereby.


 


		14.	Upon the occurrence of an Event of Default, Trustee and Lender, in the exercise of the rights and
powers conferred upon them, shall have the full power to use and apply the rents, less costs and expenses of collection to the
payment of or on account of the items listed in (a) - (c) below, at the election of Lender and in such order as Lender may determine
as follows:



 


		(a)	to the payment of (i) the expenses of operating and maintaining the Premises, including, but not
limited to, the cost of management, leasing (which shall include reasonable compensation to Trustee, Lender and their respective
agent or agents if management and/or leasing is delegated to an agent or agents), repairing, rebuilding, replacing, altering and
improving the Premises, (ii) premiums on insurance as hereinabove authorized, (iii) taxes and special assessments now due or which
may hereafter become due on the Premises, and (iv) expenses of placing the Premises in such condition as will, in the sole judgment
of Lender, make it readily rentable;



 


		(b)	to the payment of any principal, interest or any other Indebtedness secured hereby or any deficiency
which may result from any foreclosure sale;



 


		(c)	to the payment of established claims for damages, if any, reasonable attorneys’ fees and
costs and reasonable attorneys’ fees and costs on appeal.





    23 


     


    

 


The
manner of the application of rents, the reasonableness of the costs and charges to which such rents are applied and the item or
items which shall be credited thereby shall be within the sole and unlimited discretion of Lender. To the extent that the
costs and expenses in (a) and (c) above exceed the amounts collected, the excess shall be added to the Indebtedness and secured
hereby.


 


		15.	Upon the occurrence of any Event of Default, unless the same has been specifically waived in writing,
Lender may apply to any court having jurisdiction for the appointment of a receiver of the Premises. Such appointment may be made
either before or after sale, without notice, without regard to the solvency or insolvency of Borrower at the time of application
for such receiver and without regard to the then value of the Premises or the adequacy of Lender’s security. Lender may be
appointed as such receiver. The receiver shall have power to collect the rents during the pendency of any foreclosure proceedings
and, in case of a sale, during the full statutory period of redemption, if any, as well as during any further times when Borrower,
except for the intervention of such receiver, would be entitled to collect such rents. In addition, the receiver shall have all
other powers which shall be necessary or are usual in such cases for the protection, possession, control, management and operation
of the Premises during the whole of said period. The court from time to time may authorize the receiver to apply the net income
in its possession at Lender’s election and in such order as Lender may determine in payment in full or in part of those items
listed in Paragraph 15.



 


		16.	Borrower agrees that all reasonable costs, charges and expenses, including but not limited to reasonable
attorneys’ fees and costs incurred or expended by Trustee or Lender arising out of or in connection with any action, proceeding
or hearing, legal, equitable or quasi-legal, including the preparation therefor and any appeal therefrom, in any way affecting
or pertaining to the Loan Documents or the Premises, shall be promptly paid by Borrower. All such sums not promptly paid by Borrower
shall be added to the Indebtedness secured hereby and shall bear interest at the Default Rate from the date of such advance and
shall be due and payable on demand.





    24 


     


    

 


		17.	In accordance with and subject to the terms and conditions of the other Loan Documents, Borrower
hereby assigns to Lender directly and absolutely, and not merely collaterally, the interest of Borrower as lessor under the leases
currently in effect at the Premises and the rents payable under any lease and/or with respect to the use of the Premises, or portion
thereof, including any oil, gas or mineral lease, or any installments of money payable pursuant to any agreement or any sale of
the Premises or any part thereof, subject only to a license, if any, granted by Lender to Borrower with respect thereto prior to
the occurrence of an Event of Default. Borrower has executed and delivered the other Loan Documents which grants to Lender specific
rights and remedies in respect of said Leases and governs the collection of rents thereunder and from the use of the Premises,
and such rights and remedies so granted shall be cumulative of those granted herein.



 


The collection of such rents and the
application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any
act done pursuant to such notice, except to the extent any such Event of Default is fully cured. Failure or discontinuance of Lender
at any time, or from time to time, to collect any such moneys shall not impair in any manner the subsequent enforcement by Lender
of the right, power and authority herein conferred on Lender. Nothing contained herein, including the exercise of any right, power
or authority herein granted to Lender, shall be, or be construed to be, an affirmation by Lender of any tenancy, Lease or option,
or an assumption of liability under, or the subordination of the lien or charge of this Deed of Trust to any such tenancy, lease
or option. Borrower hereby agrees that, in the event Lender exercises its rights as provided for in this paragraph or in any other
Loan Documents, Borrower waives any right to compensation for the use of Borrower’s furniture, furnishings or equipment in
the Premises for the period such assignment of rents or receivership is in effect, it being understood that the rents derived from
the use of any such items shall be applied to Borrower’s obligations hereunder as above provided.




    25 


     


    

 


		18.	All rights and remedies granted to Trustee or Lender in the Loan Documents shall be in addition
to and not in limitation of any rights and remedies to which it is entitled in equity, at law or by statute, and the invalidity
of any right or remedy herein provided by reason of its conflict with applicable law or statute shall not affect any other valid
right or remedy afforded to Trustee or Lender. No waiver of any default or Event of Default under any of the Loan Documents shall
at any time thereafter be held to be a waiver of any rights of Trustee or Lender hereunder, nor shall any waiver of a prior Event
of Default or default operate to waive any subsequent Event of Default or default. All remedies provided for in the Loan Documents
are cumulative and may, at the election of Lender, be exercised alternatively, successively or concurrently. No act of Trustee
or Lender shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision or
to proceed against one portion of the Premises to the exclusion of any other portion. Time is of the essence under this Deed of
Trust and the Loan Documents.



 


		19.	By accepting payment of any sum secured hereby after its due date, Lender does not waive its right
either to require prompt payment when due of all other sums or installments so secured or to declare a default for failure to pay
such other sums or installments.



 


		20.	The usury provisions of Paragraph 7 of the Note are fully incorporated herein by reference as if
the same were specifically stated here.



 


		21.	In the event one or more provisions of the Loan Documents shall be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and
the Loan Documents shall be construed as if any such provision had never been contained herein.



 


		22.	If the payment of the Indebtedness secured hereby or of any part thereof shall be extended or varied,
or if any part of the security be released, all persons now or at any time hereafter liable therefor, or interested in said Premises,
shall be held to assent to such extension, variation or release, and their liability and the lien and all provisions hereof shall
continue in full force, the right of recourse against all such persons being expressly reserved by Lender notwithstanding such
variation or release.





    26 


     


    

 


		23.	Upon payment in full of the principal sum, interest and other Indebtedness secured by the Loan
Documents, these presents shall be null and void, and Trustee shall release this Deed of Trust and the lien hereof by proper instrument
executed in recordable form.



 


24.   (a)   Borrower
hereby grants to Lender and its respective agents, attorneys, employees, consultants, contractors and assigns an irrevocable license
and authorization to enter upon and inspect the Premises and all facilities located thereon at reasonable times, subject to the
inspection rights provisions afforded to Borrower under the leases. Lender shall make reasonable
efforts to ensure that the operations of tenants are not disturbed.


 


		(b)	In connection with any sale or conveyance of this Deed of Trust, Borrower grants to Lender and
its respective agents, attorneys, employees, consultants, contractors and assigns an irrevocable license and authorization to conduct,
at Lender’s expense, a Phase I environmental audit of the Premises, subject to the inspection rights provisions afforded
to Borrower under the leases.



 


		(c)	In the event there has been an Event of Default or in the event Lender has formed a reasonable
belief, based on its inspection of the Premises or other factors known to it, that Hazardous Materials may be present on the Premises,
then, subject to the rights of the Tenant under any existing lease, Borrower grants to Lender and its respective agents, attorneys,
employees, consultants, contractors and assigns an irrevocable license and authorization to conduct, at Borrower’s expense
using the firm of Borrower’s choice, subject to Lender’s reasonable approval, environmental tests of the Premises,
including, without limitation, a Phase I environmental audit, subsurface testing, soil and ground water testing, and other tests
which may physically invade the Premises or facilities (the “Tests”). The scope of the Tests shall be such as
Lender, in its sole discretion, determines is necessary to (i) investigate the condition of the Premises, (ii) protect the security
interests created under this Deed of Trust, or (iii) determine compliance with Environmental Laws, the provisions of the Loan Documents
and other matters relating thereto. Lender shall make reasonable efforts to ensure that the operations of tenants are not disturbed.





    27 


     


    

 


		(d)	Provided no Event of Default has occurred, Lender will provide Borrower with reasonable notice
of Lender’s intent to enter, inspect and conduct the Tests provided for in this Paragraph. In addition, Lender shall conduct
such inspections and Tests during normal business hours and use reasonable efforts to minimize
disruption of the lessee’s business operations.



 


The foregoing licenses and authorizations
are intended to be a means of protection of Lender’s security interest in the Premises and not as participation in the management
of the Premises.


 


		25.	Within fifteen (15) days after any written request by any party to this Deed of Trust, the requested
party shall certify, by a written statement duly acknowledged, the amount of principal, interest and other Indebtedness then owing
on the Note, the terms of payment, maturity date and the date to which interest has been paid. Borrower shall further certify whether
any defaults, offsets or defenses exist against the Indebtedness secured hereby.



 


		26.	Each notice, consent, request, report or other communication under this Deed of Trust shall be
given in accordance with the provisions of Section 6.18 of the Loan Agreement.



 


		27.	Borrower has had the opportunity to fully negotiate the terms hereof and modify the draftsmanship
of the Loan Documents. Therefore, the terms of the Loan Documents shall be construed and interpreted without any presumption, inference,
or rule requiring construction or interpretation of any provision of the Loan Documents against the interest of the party causing
the Loan Documents or any portion of it to be drafted. Borrower is entering into the Loan Documents freely and voluntarily without
any duress, economic or otherwise.



 


		28.	This Deed of Trust and all provisions hereof shall inure to the benefit of the successors and assigns
of Lender and shall bind the heirs and permitted successors and assigns of Borrower.





    28 


     


    

 


		29.	THE LOAN DOCUMENTS AND THE PARTIES’ RIGHTS AND OBLIGATIONS THEREUNDER SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO ILLINOIS’
PRINCIPLES OF CONFLICTS OF LAW), EXCEPT TO THE EXTENT (A) OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION
AND PERFECTION OF SECURITY INTERESTS AND THE ENFORCEMENT OF LENDER’S REMEDIES WITH RESPECT THERETO, WHICH MATTERS SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF MARYLAND, AND (B) THAT THE LAWS OF THE UNITED STATES OF AMERICA AND ANY RULES, REGULATIONS,
OR ORDERS ISSUED OR PROMULGATED THEREUNDER, APPLICABLE TO THE AFFAIRS AND TRANSACTIONS ENTERED INTO BY LENDER, OTHERWISE PREEMPT
THE LAWS OF THE STATE OF MARYLAND OR ILLINOIS LAW; IN WHICH EVENT SUCH FEDERAL LAW SHALL CONTROL.



 


		30.	As used herein, the term “Default Rate” means a rate equal to the lesser of
(i) three percent (3%) per annum above the then applicable interest rate payable under the Note or (ii) the maximum rate allowed
by applicable law at the time of the occurrence of an Event of Default.



 


		31.	AFTER CONSULTING WITH COUNSEL AND CAREFUL CONSIDERATION, Borrower
AND LENDER (BY ITS ACCEPTANCE HEREOF) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS DEED OF TRUST OR ANY OTHER INSTRUMENT OR AGREEMENT BY WHICH THIS
DEED OF TRUST IS, OR MAY HEREAFTER BE, SECURED, OR OUT OF ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN),
OR ACTIONS OF Borrower OR LENDER. THIS WAIVER IS A MATERIAL INDUCEMENT TO
THE LENDER’S ACCEPTANCE OF THIS DEED OF TRUST.





    29 


     


    

 


		32.	This Deed of Trust and the Indebtedness secured hereby is for the sole purpose of conducting or
acquiring a lawful business, professional or commercial activity or for the acquisition or management of real or personal property
as a commercial investment, and all proceeds of such Indebtedness shall be used for said business or commercial investment purpose.
Such proceeds will not be used for the purchase of any security within the meaning of the Securities Exchange Act of 1934, as amended,
or any regulation issued pursuant thereto, including without limitation, Regulations U, T and X of the Board of Governors of the
Federal Reserve System. The Premises secured hereby is not a residence or homestead or used for mining, grazing, agricultural,
timber or farming purposes.



 


		33.	Unless Lender shall otherwise direct in writing, Borrower shall appear in and defend all actions
or proceedings purporting to affect the security hereunder, or any right or power of the Lender, excluding any federal regulatory
proceedings against Lender that are not instituted because of any act or omission by Borrower, any Interest Owner or which result
from the Premises. The Lender shall have the right to appear in such actions or proceedings. Borrower shall save Lender harmless
from all reasonable costs and expenses, including but not limited to, reasonable attorneys’ fees and costs and costs of a
title search, continuation of abstract and preparation of survey incurred by reason of any action, suit, proceeding, hearing, motion
or application before any court or administrative body in and to which Lender may be or become a party by reason hereof, excluding
any federal regulatory proceedings against Lender that are not instituted because of any act or omission by Borrower, any Interest
Owner or which result from the Premises. Such proceedings shall include but not be limited to condemnation, bankruptcy, probate
and administration proceedings, as well as any other action, suit, proceeding, right, motion or application wherein proof of claim
is by law required to be filed or in which it becomes necessary to defend or uphold the terms of this Deed of Trust or the Loan
Documents or otherwise purporting to affect the security hereof or the rights or powers of Lender. All money paid or expended by
Lender in that regard, together with interest thereon from date of such payment at the Default Rate shall be additional Indebtedness
secured hereby and shall be immediately due and payable by Borrower without notice.





    30 


     


    

 


		34.	Upon the occurrence of an Event of Default, unless the same has been specifically waived in writing,
all rents collected or received by Borrower shall be accepted and held for Lender in trust and shall not be commingled with the
funds and property of Borrower, but shall be promptly paid over to Lender.



 


		35.	If this Deed of Trust is executed by more than one Person
as Borrower, all obligations and agreements of Borrower are joint and several.



 


		36.	This Deed of Trust may be executed in counterparts, each of which shall be deemed original; and
such counterparts when taken together shall constitute but one agreement.



 


		37.	Borrower shall have the right, after giving thirty (30) days’ prior written notice to Lender,
to prepay (without penalty or premium) in whole or in part, principal owed under the Note together with interest thereon to the
date on which payment is made, along with all sums, amounts, advances, or charges then due under any instrument or agreement by
which the Note is secured.



 


		38.	Upon request of Borrower, Lender, at Lender's option so long as this Deed of Trust secures indebtedness
held by Lender, may make future advances to Borrower. Such future advances, with interest thereon, shall be secured hereby if made
under the terms of this Deed of Trust, the Note or any other Loan Document, or if made pursuant to any other promissory note, instrument
or agreement stating that sums advanced thereunder are secured hereby, provided, however, that any such future advances that cause
the principal balance of the Loan to exceed $45,750,000.00 must first be memorialized in an amendment to this Deed of Trust and
recorded with the applicable recorder’s office, with all taxes and fees paid thereon.





    31 


     


    

 


		39.	To the greatest extent permitted by law: (a) Borrower hereby waives the benefit of, and agrees
that it will not apply for or avail itself of, any appraisement, valuation, redemption, reinstatement, 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; and (b) Borrower, for itself, any and all persons or entities who may claim through or under
it and each and every person or entity acquiring any interest in the Premises or title to the Premises subsequent to the date of
this Deed of Trust, hereby also waives (i) any and all rights to have the Premises and estates comprising the Premises marshaled
upon any foreclosure of the lien hereof, and agrees that any court having jurisdiction to foreclose such lien may order the Premises
sold in its entirety; (ii) any and all rights of (A) redemption in the event of foreclosure of the lien hereof pursuant to the
rights herein granted; and (B) homestead in the Premises which Borrower may now or hereafter have under applicable law; and (iii)
all rights to void liens under Section 506 of the United States Bankruptcy Code (11 U.S.C. §506), or any amendment or successor
thereto.



 


		40.	Lender, from time to time, may substitute another Trustee in place of the Trustee named herein,
to execute the trusts hereby created; and upon such appointment, and without conveyance to the successor trustee, the successor
trustee shall be vested with all the title, interest, powers, duties and trusts in the Premises hereby vested in or conferred upon
Trustee herein named. Each such appointment and substitution shall be made by written instrument executed by the Lender containing
reference to this Deed of Trust sufficient to identify it, which instrument, when recorded in the office of the Register of Deeds
of the county or counties in which the Premises is situated, shall be conclusive proof of proper appointment of the successor trustee.
The recital or statement, in any instrument executed by Trustee in pursuance of any of said trusts, of the due authorization of
any agent of the Trustee executing the same shall for all purposes be conclusive proof of such authorization.





    32 


     


    

 


		41.	Trustee at any time, at Trustee’s option, may commence and maintain suit in any court of
competent jurisdiction and obtain the aid and direction of said court in the execution by it of the trusts or any of them, herein
expressed or contained, and, in such suit, may obtain the orders or decrees, interlocutory or final of said court directing the
execution of said trusts, and confirming and approving Trustee’s acts, or any of them, or any sales or conveyances made by
Trustee, and adjudging the validity thereof, and directing that the purchasers of the property sold and conveyed be let into immediate
possession thereof, and providing for orders of court or other process requiring the Sheriff of the county in which said property
is situated to place and maintain said purchasers in quiet and peaceable possession of the property so purchased by them, and the
whole thereof.



 


		42.	Borrower, forthwith upon request, at any and all times hereafter, at the expense of Borrower, will
cause to be made, executed, acknowledged and delivered to Trustee, any and every deed or assurance in law which Trustee or counsel
of Trustee shall reasonably advise or require for the more sure, effectual and satisfactory granting and confirming of said Premises
unto Trustee.



 


		43.	Trustee shall not be liable or responsible for its acts or omissions hereunder, except for Trustee’s
own gross negligence or willful default, or be liable or responsible for any acts or omissions of any agent, attorneys or employee
by him employed hereunder, if selected with reasonable care.



 


		44.	Trustee accepts this trust when this Deed of Trust executed and acknowledged is made a public record
as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any
action or proceeding in which Borrower, Lender, or Trustee shall be a party unless brought by Trustee.



(Signature
on following page.)




    33 


     


    

 


IN WITNESS WHEREOF, Borrower
has caused this Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing to be duly executed and delivered as
of the date first hereinabove written.


 


	 	 	
        IRESI FREDERICK MARKET SQUARE, L.L.C.,

        a Delaware limited liability company

	 	 	 	 	 	 
	 	 	By:	Inland Residential Operating Partnership, L.P., a Delaware limited partnership, its sole member
	 	 	 	 	 	 
	 	 	 	By:	
        Inland Residential Properties Trust, Inc.

        a Maryland corporation,

        its general partner

	 	 	 	 	 	 
	Attest:	 	 	By:	/s/ David Z. Lichterman
	 	 	 	Name:	David Z. Lichterman
	/s/ David Neboysky	 	 	Its:	Vice President, Treasurer & CAO
	Name:  David Neboysky	 	 	 	 
	 	 	 	 	 	 	 


 


State of Illinois       )


County of DuPage )


 


ON THIS DAY before me, a
Notary Public duly commissioned, qualified and acting within and for the County and State aforesaid, personally appeared the within
named David Z. Lichterman, to me personally well known, who stated that he/she is the Vice President, Treasurer & CAO
of Inland Residential Properties Trust, Inc., a Delaware corporation, being the general partner of Inland Residential Operating
Partnership, L.P., a Delaware limited partnership, as the sole member of IRESI Frederick Market Square, L.L.C., a Delaware limited
liability company, who has signed to the foregoing conveyance and who is known to me, acknowledged before me on this day that,
being informed of the contents of the conveyance, he/she, as such officer and with full authority, executed the same voluntarily
for and as the act of said limited liability company, and further stated and acknowledged that he/she, being informed of the contents
thereof, had voluntarily so signed, executed and delivered said instrument as such officer and in such capacity
for the consideration, uses and purposes therein set forth.


 


Given under my
hand this 28th day of September 2015.


 


	 	 	/s/ Susan Metzler
	 	 	Notary Public
	My Commission Expires:	 	 
	 	 	 


 34




    	 



    	 



    

MARYLAND ATTORNEY CERTIFICATE


 


In accordance with Section 3-104(f) of the Real Property Article,
Annotated Code of Maryland, as amended, I hereby certify I am an attorney admitted to practice before the Court of Appeals of Maryland,
and that the attached Instrument was prepared by me or under my supervision.


 


/s/ Richard J. Melnick                 


 


Printed Name: Richard J. Melnick




    	 



    	 



    

EXHIBIT A


 


LEGAL DESCRIPTION


 


All that certain lot or parcel of land together with all improvements
thereon located and being in the County of Frederick, Maryland and being more particularly described as follows:


 


Fee simple parcel:


 


Lot MF-1 and Lot MF-2, as shown on plat entitled " 'Market Square
at Frederick' —Lots MF-1, MF-2 and Neighborhood Pool and Community Amenity Lot" recorded in Plat Book 92 at Pages 46
and 47, among the Land Records of Frederick County, Maryland.


 


Leasehold parcel:


 


Neighborhood Pool and Community Amenity Lot,
as shown on plat entitled " 'Market Square at Frederick' — Lots MF-1, MF-2 and Neighborhood Pool and Community Amenity
Lot" recorded in Plat Book 92 at Pages 46 and 47, among the Land Records of Frederick County, Maryland.


 


 


 


Property Address: 300 Cormorant Place, Frederick, Maryland 21701


 


Tax Map No(s):