Exhibit 10.37


 


DEED OF
TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS


 


This
DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (this “Deed of Trust”) is entered into at Cottonwood
Heights, Utah, as of July 3, 2012, among Meier Properties, Series LLC, a Utah limited liability company, with an
address of 2221 North 3250 West, Vernal, Utah 84078 (the “Trustor”) and Proficio Bank, with an address of 6985
Union Park Center, Suite 150, Cottonwood Heights, Utah 84047 (the “Trustee”) for the use and benefit of Proficio Bank,
a State Chartered Commercial Bank, with an address of 6985 Union Park Center, Suite 150, Cottonwood Heights, Utah 84047 (the “Beneficiary’’),
and the Beneficiary.


 


The
real property which is the subject matter of this Deed of Trust has the following address(es): 1565 South 1625 East, Vernal,
Utah 84078 (the “Address(es)”).


 


1.          DEED
OF TRUST, OBLIGATIONS AND FUTURE ADVANCES


 


1.1         Deed
of Trust. For valuable consideration paid and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Trustor hereby irrevocably and unconditionally mortgages, grants, bargains, transfers, sells, conveys,
sets over and assigns to the Trustee and its successors and assigns, IN TRUST, for the benefit and security of the Beneficiary
forever, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, the “Property” described below, to secure the prompt
payment and performance of the Obligations (as hereinafter defined), including without limitation, all liabilities under notes
and/or guarantees by the Trustor in favor of the Beneficiary (collectively, such notes and/or guarantees and all other agreements,
documents, certificates and instruments delivered in connection therewith, the “Loan Documents”), and any substitutions,
modifications, extensions or amendments to any of the Loan Documents.


 


The
amount of principal obligations outstanding and evidenced by the Loan Documents and secured by this Deed of Trust total $240,000.00.
as of the date of this Deed of Trust (the “Amount”), but this Deed of Trust shall nevertheless secure payment and performance
of all Obligations including, without limitation, any other liabilities and future advances, direct or indirect, absolute or contingent,
now existing or hereafter arising from Trustor to Beneficiary.


 




    	 



    	 



    

 


1.2         Security
Interest in Property. As continuing security for the Obligations the Trustor hereby pledges, assigns and grants to the Trustee
and its successors and assigns, IN TRUST, for the benefit and security of the Beneficiary, a security interest in all of the Property
constituting personal property or fixtures, This Deed of Trust is and shall be deemed to be a security agreement and financing
statement pursuant to the terms of the Uniform Commercial Code of Utah (the “Uniform Commercial Code”) as to any and
all personal property and fixtures and as to all such property the Trustee and its successors and assigns, IN TRUST, for the benefit
and security of the Beneficiary shall have the rights and remedies of a secured party under the Uniform Commercial Code in addition
to its rights hereunder. This Deed of Trust constitutes a financing statement filed as a fixture filing under Section 70A-9a-502(3)
of the Uniform Commercial Code covering any Property which now is or later may become a fixture.


 


1.3         Collateral
Assignment of Leases and Rents. The Trustor hereby irrevocably and unconditionally assigns to the Trustee, and their successors
and assigns, IN TRUST, for the benefit and security of the Beneficiary, as collateral security for the Obligations all of the Trustor’s
rights and benefits under any and all Leases (as hereinafter defined) and any and all rents and other amounts now or hereafter
owing with respect to the Leases or the use or occupancy of the Property. This collateral assignment shall be absolute and effective
immediately, but the Trustor shall have a license, revocable by the Beneficiary, to continue to collect rents owing under the Leases
until an Event of Default (as hereinafter defined) occurs and the Beneficiary exercises its rights and remedies to collect such
rents as set forth herein.


 


1.4         Conditions
to Grant The Trustee shall have and hold the above granted Property unto and to the use and benefit of the Beneficiary, and
its successors and assigns forever; provided, however, the conveyances, grants and assignments contained in this Deed of Trust
are upon the express condition that, if Trustor shall irrevocably pay and perform the Obligations in full, including, without limitation,
all principal, interest and premium thereon and other charges, if applicable, in accordance with the terms and conditions in the
Loan Documents and this Deed of Trust shall pay and perform all other Obligations as set forth in this Deed of Trust and shall
abide by and comply with each and every covenant and condition set forth herein and in the Loan Documents, the conveyances, grants
and assignments contained in this Deed of Trust be appropriately released and discharged.


 


1.5         Property.
The term “Property,” as used in this Deed of Trust, shall mean that certain parcel of land and the fixtures, structures
and improvements and all personal property constituting fixtures, as that term is defined in the Uniform Commercial Code, now or
hereafter thereon located at the Address(es), as more particularly described in Exhibit A attached hereto, together with: (i) all
rights now or hereafter existing, belonging, pertaining or appurtenant thereto; (ii) the following categories of assets as defined
in the Uniform Commercial Code; goods (including inventory, equipment and any accessions thereto), instruments (including promissory
notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit
accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities
and all other investment property, general intangibles (including payment intangibles and software), supporting obligations and
any and all proceeds of any thereof, whether now owned or hereafter acquired, that are located on or used in connection with, or
that arise in whole or in part out of the Trustor’s use of or business conducted on or respecting, the Property and any substitutions,
replacements, accessions and proceeds of any of the foregoing; (iii) all judgments, awards of damages and settlements hereafter
made as a result or in lieu of any Taking, as hereinafter defined; (iv) all of the rights and benefits of the Trustor under any
present or future leases and agreements relating to the Property, including, without limitation, rents, issues and profits, or
the use or occupancy thereof together with any extensions and renewals thereof, specifically excluding all duties or obligations
of the Trustor of any kind arising thereunder (the “Leases”); and (v) all contracts, permits and licenses respecting
the use, operation or maintenance of the Property.


 


1.6         Obligations.
The term “Obligation(s),” as used in this Deed of Trust, shall mean without limitation all loans,
advances, indebtedness, notes, liabilities and amounts, liquidated or unliquidated, now or hereafter owing by the Trustor to
the Beneficiary at any time, of each and every kind, nature and description, whether arising under this Deed of Trust or
otherwise, and whether secured or unsecured, direct or indirect (that is, whether the same are due directly by the Trustor to
the Beneficiary; or are due indirectly by the Trustor to the Beneficiary as endorser, guarantor or other surety, or as
obligor of obligations due third persons which have been endorsed or assigned to the Beneficiary, or otherwise), absolute or
contingent, due or to become due, now existing or hereafter contracted, including, without limitation, payment of all amounts
outstanding when due pursuant to the terms of any of the Loan Documents. Said term shall also include all interest and other
charges chargeable to the Trustor or due from the Trustor to the Beneficiary from time to time and all advances, costs and
expenses referred to in this Deed of Trust, including without limitation the costs and expenses (including reasonable
attorney’s fees) of enforcement of the Beneficiary’s rights hereunder or pursuant to any document or instrument
executed in connection herewith.


 




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1.7         Cross-Collateral
and Future Advances. It is the express intention of the Trustor that this Deed of Trust secure payment and performance of all
of the Obligations, whether now existing or hereinafter incurred by reason of future advances by the Beneficiary or otherwise,
and regardless of whether such Obligations are or were contemplated by tho parties at the time of the granting of this Deed of
Trust. Notice of the continuing grant of this Deed of Trust shall not be required to be stated on the face of any document evidencing
any of the Obligations, nor shall such documents be required to otherwise specify that they are secured hereby.


 


2.          REPRESENTATIONS,
WARRANTIES, COVENANTS


 


2.1         Representations
and Warranties. The Trustor represents and warrants that:


 


		(a)	This Deed of Trust has been duly executed and delivered by the Trustor and is the legal,
                                                                                   valid and binding obligation of the Trustor enforceable in accordance with its terms, except as limited by bankruptcy,
                                                                                   insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally;



 


		(b)	The Trustor is the sole legal owner of the Property,
holding good and marketable fee simple title to the Property, subject to no liens, encumbrances, leases, security interests or
rights of others, other than as set forth in detail in Exhibit B hereto (the “Permitted Encumbrances”);



 


		(c)	The Trustor is the sole legal owner of the entire
lessor’s interest in Leases, if any, with full power and authority to encumber the Property in the manner set forth herein,
and the Trustor has not executed any other assignment of Leases or any of the rights or rents arising thereunder;



 


		(d)	As of the date hereof, there are no Hazardous Substances
(as hereinafter defined) in, on or under the Property, except as disclosed in writing to and acknowledged by the Beneficiary;
and



 


		(e)	Each Obligation is a commercial obligation and does
not represent a loan used for personal, family or household purposes and is not a consumer transaction.



 


2.2         Recording;
Further Assurances. The Trustor covenants that it shall, at its sole cost and expense and upon the request of the Beneficiary,
cause this Deed of Trust, and each amendment, modification or supplement hereto, to be recorded and filed in such manner and in
such places, and shall at all times comply with all such statutes and regulations as may be required by law in order to establish,
preserve and protect the interest of the Beneficiary in the Property and the rights of the Beneficiary under this Deed of Trust.
Trustor will from time to time execute and deliver to the Beneficiary such documents, and take or cause to be taken, all such other
or further action, as the Beneficiary may request in order to effect and confirm or vest more securely in the Beneficiary all rights
contemplated by this Deed of Trust (including, without limitation, to correct clerical errors) or to vest more fully in, or assure
to the Beneficiary the security interest in, the Property or to comply with applicable statute or law. To the extent permitted
by applicable law, Trustor authorizes the Beneficiary to file financing statements, continuation statements or amendments, and
any such financing statements, continuation statements or amendments may be filed at any time in any jurisdiction. The Beneficiary
may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the
Property as defined in this Deed of Trust and which contain any other information required by Article 9 of the Uniform Commercial
Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including
whether Trustor is an organization, the type of organization and any organization identification number issued to Trustor; Trustor
also authorizes the Beneficiary to file financing statements describing any agricultural liens or other statutory liens held by
the Beneficiary. Trustor agrees to furnish any such information to the Beneficiary promptly upon request. In addition, Trustor
shall at any time and from time to time, take such steps as the Beneficiary may reasonably request for the Beneficiary (i) to obtain
an acknowledgment, in form and substance satisfactory to the Beneficiary, of any bailee having possession of any of the Property
that the bailee holds such Property for the Beneficiary, and (ii) otherwise to insure the continued perfection and priority of
the Beneficiary’s security interest in any of the Property and the preservation of its rights therein. Trustor hereby constitutes
the Beneficiary its attorney-in-fact to execute and file all filings required or so requested for the foregoing purposes, all acts
of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until
this Deed of Trust terminates in accordance with its terms, all Obligations are paid in full and the Property is released.


 




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2.3         Restrictions
on the Trustor. The Trustor covenants that it will not, nor will it permit any other person to, directly or indirectly, without
the prior written approval of the Beneficiary in each instance;


 


		(a)	Sell, convey, assign, transfer, mortgage, pledge,
hypothecate, lease or dispose of all or any part of any legal or beneficial interest in the Trustor or the Property or any part
thereof or permit any of the foregoing, except as expressly permitted by the terms of this Deed of Trust;



 


		(b)	Permit the use, generation, treatment, storage, release
or disposition of any oil or other material or substance constituting hazardous waste or hazardous materials or substances under
any applicable Federal or state law, regulation or rule (“Hazardous Substances”); or



 


		(c)	Permit to be created or suffer to exist any mortgage,
lien, security interest, attachment or other encumbrance or charge on the Property or any part thereof or interest therein (except
for the Permitted Encumbrances), including, without limitation, (i) any lien arising under any Federal, state or local statute,
rule, regulation or law pertaining to the release or cleanup of Hazardous Substances and (ii) any mechanics’ or materialmen’s
lien. The Trustor further agrees to give the Beneficiary prompt written notice of the imposition, or notice, of any lien referred
to in this Section and to take any action necessary to secure the prompt discharge or release of the same. The Trustor agrees
to defend its title to the Property and the Beneficiary’s interest therein against the claims of all persons and, unless
the Beneficiary requests otherwise, to appear in and diligently contest, at the Trustor’s sole cost and expense, any action
or proceeding that purports to affect the Trustor’s title to the Property, or the priority or validity of this Deed of Trust
or the Beneficiary’s interest hereunder.



 


2.4         Operation
of Property. The Trustor covenants and agrees as follows:


 


		(a)	The Trustor will not permit the Property to be used
for any unlawful or improper purpose, will at all times comply with all Federal, state and local laws, ordinances and regulations,
and the provisions of any Lease, easement or other agreement affecting all or any part of the Property, and will obtain and maintain
all governmental or other approvals relating to the Trustor, the Property or the use thereof, including without limitation, any
applicable zoning or building codes or regulations and any laws or regulations relating to the handling, storage, release or cleanup
of Hazardous Substances, and will give prompt written notice to the Beneficiary of (i) any violation of any such law, ordinance
or regulation by the Trustor or relating to the Property, (ii) receipt of notice from any Federal, state or local authority alleging
any such violation and (iii) the presence or release on the Property of any Hazardous Substances;



 




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		(b)	The Trustor will at all times keep the Property insured
for such losses or damage, in such amounts and by such companies as may be required by law and which the Beneficiary may require,
provided that, in any case, the Trustor shall maintain: (i) physical hazard insurance on an “all risks” basis in an
amount not less than 100% of the full replacement cost of the Property; (ii) flood insurance if and as required by applicable
Federal law and as otherwise required by the Beneficiary; (iii) comprehensive commercial general liability insurance; (iv) rent
loss and business interruption insurance; and (v) such other insurance as the Beneficiary may require from time to time, including
builder’s risk insurance in the case of construction loans. All policies regarding such insurance shall be issued by companies
licensed to do business in the state where the policy is Issued and also in the state where the Property is located, be otherwise
acceptable to the Beneficiary, provide deductible amounts acceptable to the Beneficiary, name the Beneficiary as mortgagee, loss
payee and additional insured, and provide that no cancellation or material modification of such policies shall occur without at
least Thirty (30) days prior written notice to the Beneficiary. Such policies shall include (i) a mortgage endorsement determined
by the Beneficiary in good faith to be equivalent to the “standard” mortgage endorsement so that the insurance, as
to the interest of the Beneficiary, shall not be invalidated by any act or neglect of the Trustor or the owner of the Property,
any foreclosure or other proceedings or notice of sale relating to the Property, any change in the title to or ownership of the
Property, or the occupation or use of the Property for purposes more hazardous than are permitted at the date of inception of
such insurance policies; (ii) a replacement cost endorsement; (iii) an agreed amount endorsement; (iv) a contingent liability
from operation endorsement; and (v) such other endorsements as the Beneficiary may request. The Trustor will furnish to the Beneficiary
upon request such original policies, certificates of insurance or other evidence of the foregoing as are acceptable to the Beneficiary.
The terms of all insurance policies shall be such that no coinsurance provisions apply, or if a policy does contain a coinsurance
provision, the Trustor shall insure the Property in an amount sufficient to prevent the application of the coinsurance provisions;



 


		(c)	Trustor will not enter into or modify the Leases in
any material respect without the prior written consent of the Beneficiary execute any. assignment of the Leases except in favor
of the Beneficiary, or accept any rentals under any Lease for more than one month in advance and will at all times perform and
fulfill every term and condition of the Leases;



 


		(d)	Trustor will at all times (i) maintain complete and
accurate records and books regarding the Property in accordance with generally accepted accounting principles and (ii) permit
the Beneficiary and the Beneficiary’s agents, employees and representatives, at such reasonable times as the Beneficiary
may request, to enter and inspect the Property and such books and records; and



 


		(e)	Trustor will at all times keep the Property in good
and first-rate repair and condition (damage from casualty not excepted) and will not commit or permit any strip, waste, impairment,
deterioration or alteration of the Property or any part thereof.



 


2.5         Payments.
The Trustor covenants to pay when due: all Federal, state, municipal, real property and other taxes, betterment and improvement
assessments and other governmental levies, water rates, sewer charges, insurance premiums and other charges on the Property, this
Deed of Trust or any Obligation secured hereby that could, if unpaid, result in a lien on the Property or on any interest therein.
If and when requested by the Beneficiary, the Trustor shall deposit from time to time with the Beneficiary sums determined by the
Beneficiary to be sufficient to pay when due the amounts referred to in this Section. The Trustor shall have the right to contest
any notice, lien, encumbrance, claim, tax, charge, betterment assessment or premium filed or asserted against or relating to the
Property; provided that it contests the same diligently and in good faith and by proper proceedings and, at the Beneficiary’s
request, provides the Beneficiary with adequate cash security, in the Beneficiary’s reasonable judgment, against the enforcement
thereof. The Trustor shall furnish to the Beneficiary the receipted real estate tax bills or other evidence of payment of real
estate taxes for the Property within thirty (30) days prior to the date from which interest or penalty would accrue for nonpayment
thereof. The Trustor shall also furnish to the Beneficiary evidence of all other payments referred to above within fifteen (15)
days after written request therefor by the Beneficiary. If Trustor shall fail to pay such sums, the Beneficiary may, but shall
not be obligated to, advance such sums. Any sums so advanced by the Beneficiary shall be added to the Obligations, shall bear interest
at the highest rate specified in any note evidencing the Obligations, and shall be secured by the lien of this Deed of Trust.


 




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2.6         Notices;
Notice of Default. The Trustor will deliver to the Beneficiary, promptly upon receipt of the same, copies of all notices or
other documents it receives that affect the Property or its use, or claim that the Trustor is in default in the performance or
observance of any of the terms hereof or that the Trustor or any tenant is In default of any terms of the Leases. The Trustor further
agrees to deliver to the Beneficiary written notice promptly upon the occurrence of any Event of Default hereunder or event that
with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder.


 


2.7         Takings.
In case of any condemnation or expropriation for public use of, or any damage by reason of the action of any public or governmental
entity or authority to, all or any part of the Property (a “Taking”), or the commencement of any proceedings or negotiations
that might result in a Taking, the Trustor shall immediately give written notice to the Beneficiary, describing the nature and
extent thereof. The Beneficiary may, at its option, appear in any proceeding for a Taking or any negotiations relating to a Taking
and the Trustor shall immediately give to the Beneficiary copies of all notices, pleadings, determinations and other papers relating
thereto. The Trustor shall in good faith and with due diligence and by proper proceedings file and prosecute its claims for any
award or payment on account of any Taking. The Trustor shall not settle any such claim without the Beneficiary’s prior written
consent. The Trustor shall hold any amounts received With respect to such awards or claims, by settlement, judicial decree or otherwise,
in trust for the Beneficiary and immediately pay the same to the Beneficiary. The Trustor authorizes any award or settlement due
in connection with a Taking to be paid directly to the Beneficiary in amounts not exceeding the Obligations. The Beneficiary may
apply such amounts to the Obligations in such order as the Beneficiary may determine.


 


2.8         Insurance
Proceeds. The proceeds of any insurance resulting from any loss with respect to the Property shall be paid to the Beneficiary
and, at the option of the Beneficiary, be applied to the Obligations in such order as the Beneficiary may determine; provided,
however, that if the Beneficiary shall require repair of the Property, the Beneficiary may release all or any portion of such proceeds
to the Trustor for such purpose. Any insurance proceeds paid to the Trustor shall be held in trust for the Beneficiary and promptly
paid to it.


 


3.          CERTAIN
RIGHTS OF THE BENEFICIARY


 


3.1         Legal
Proceedings. The Beneficiary shall have the right, but not the duty, to intervene or otherwise participate in any legal or
equitable proceeding that, in the Beneficiary’s reasonable judgment, might affect the Property or any of the rights created
or secured by this Deed of Trust. The Beneficiary shall have such right whether or not there shall have occurred an Event of Default
hereunder.


 


3.2         Appraisals/Assessments.
The Beneficiary shall have the right, at the Trustor’s sole cost and expense, to obtain appraisals, environmental site assessments
or other inspections of the portions of the Property that are real estate at such times as the Beneficiary deems necessary or as
may be required by applicable law, or its prevailing credit or underwriting policies.


 


3.3         Financial
Statements. The Beneficiary shall have the right, at the Trustor’s sole cost and expense, to require delivery of financial
statements in form and substance acceptable to the Beneficiary from the Trustor or any guarantor of any of the Obligations and
the Trustor hereby agrees to deliver such financial statements and/or cause any such guarantor to so deliver any such financial
statement when required by the Beneficiary.


 


3.4         Substitution
of Trustee. The Beneficiary may from time to time, without notice to the Trustor or Trustee and with or without cause and with
or without the resignation of Trustee, substitute a successor or successors to the Trustee named herein or acting hereunder. Upon
such appointment, the successor trustee shall be vested with all title, powers and duties conferred Upon the Trustee named herein
or acting hereunder. Each such appointment and substitution shall be made by a writing executed by Beneficiary and when duly recorded
in the appropriate office of the County Recorder of each county in which the Property is situated shall be conclusive proof of
proper appointment of such successor Trustee. The procedure herein provided for substitution of the Trustee shall be conclusive
of all other provisions for substitution, statutory or otherwise.


 




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3.5         Tax
Return. Trustor shall provide the Beneficiary with copies of Trustor’s filed Federal and state tax returns for the prior
year within 120 days after the date that Trustor’s tax returns are required to be filed.


 


3.6         Leases
and Rent Roll The Trustor shall deliver to the Beneficiary (i) during each calendar year and at such other times as the Beneficiary
shall request a rent roll for the Property, In form acceptable to the Beneficiary, listing all tenants and occupants and describing
all of the Leases; and (ii) at such times as the Beneficiary shall request executed copies of all the Leases.


 


4.          DEFAULTS
AND REMEDIES


 


4.1         Events
of Default. Event of Default shall mean the occurrence of any one or more of the following events:.


 


		(a)	default of any liability, obligation, covenant or
undertaking of the Trustor or any guarantor of the Obligations to the Beneficiary, hereunder or otherwise, including, without
limitation, failure to pay in full and when due any installment of principal or interest or default of the Trustor or any guarantor
of the Obligations under any other Loan Document or any other agreement with the Beneficiary continuing for 30 days with respect
to any default (other than with respect to the payment of money for which there is no grace period);



 


		(b)	failure by the Trustor or any guarantor of the Obligations
to perform, observe or comply with any of the covenants, agreements, terms or conditions set forth in this Deed of Trust or the
Loan Documents continuing for 30 days;



 


		(c)	the (i) occurrence of any material loss, theft, damage
or destruction of, or (ii) issuance or making of any levy, seizure, attachment, execution or similar process on a material portion
of the Property;



 


		(d)	failure of the Trustor or any guarantor of the Obligations
to maintain aggregate collateral security value satisfactory to the Beneficiary continuing for 30 days;



 


		(e)	default of any material liability, obligation or undertaking
of the Trustor or any guarantor of the Obligations to any other party continuing for 30 days;



 


		(f)	if any statement, representation or warranty heretofore,
now or hereafter made by the Trustor or any guarantor of the Obligations in connection with this Deed of Trust or in any supporting
financial statement of the Trustor or any guarantor of the Obligations shall be determined by the Beneficiary to have been false
or misleading in any material respect when made;



 


		(g)	if the Trustor or any
guarantor of the Obligations is a corporation, trust, partnership or limited liability company, the liquidation, termination or
dissolution of any such organization, or the merger or consolidation of such organization
into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property;



 


		(h)	the death of the Trustor or any guarantor of the Obligations
and, if the Trustor or any guarantor of the Obligations is a partnership or limited liability company, the death of any partner
or member;



 




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		(i)	the institution by or against the Trustor or any guarantor
of the Obligations of any proceedings under the Bankruptcy Code 11 USC §101 et seq. or any other law In which the
Trustor or any guarantor of the Obligations is alleged to be insolvent or unable to pay its debts as they mature, or the making
by the Trustor or any guarantor of the Obligations of an assignment for the benefit of creditors or the granting by the Trustor
or any guarantor of the Obligations of a trust mortgage for the benefit of creditors;



 


		(j)	the service upon the Beneficiary of a writ in which
the Beneficiary is named as trustee of the Trustor or any guarantor of the Obligations;



 


		(k)	a judgment or judgments for the payment of money shall
be rendered against the Trustor or any guarantor of the Obligations, and any such judgment shall remain unsatisfied and in effect
for any period of thirty (30) consecutive days without a stay of execution;



 


		(l)	any levy, lien (including mechanics lien), seizure,
attachment, execution or similar process shall be issued or levied on any of the property of the Trustor or any guarantor of the
Obligations;



 


		(m)	the termination or revocation of any guaranty of the
Obligations; or



 


		(n)	the occurrence of such a change in the condition or
affairs (financial or otherwise) of the Trustor or any guarantor of the Obligations, or the occurrence of any other event or circumstance,
such that the Beneficiary, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment
or performance of any obligation of the Trustor or any guarantor of the Obligations to the Beneficiary has been or may be impaired.



 


4.2         Remedies.
On the occurrence of any Event of Default the Beneficiary may, at any time thereafter, at its option and, to the extent permitted
by applicable law, without notice, exercise any or all of the following remedies:


 


		(a)	Declare the Obligations due and payable, and the Obligations
shall thereupon become immediately due and payable, without presentment, protest, demand or notice of any kind, all of which are
hereby expressly waived by the Trustor except for Obligations due and payable on demand, which shall be due and payable on demand
whether or not an event of default has occurred hereunder;



 


		(b)	Direct the Trustee to, or enter, take possession of,
manage and operate the Property (including all personal property and all records and documents pertaining thereto) and any part
thereof and exclude the Trustor therefrom, take all actions it deems necessary or proper to preserve the Property and operate
the Property as a mortgagee in possession with all the powers as could be exercised by a receiver or as otherwise provided herein
or by applicable law; provided, however, the entry by the Beneficiary upon the Property for any reason shall not cause the Trustee
or the Beneficiary to be a mortgagee In possession, except upon the express written declaration of the Beneficiary;



 


		(c)	With or without taking possession, receive and collect
all rents, income, issues and profits (“Rents”) from the Property (including all real estate and personal property
and whether past due or thereafter accruing), including as may arise under the Leases, and the Trustor appoints the Beneficiary
as its true and lawful attorney with the power for the Beneficiary in its own name and capacity to demand and collect Rents and
take any action that the Trustor is authorized to take under the Leases. The Beneficiary shall (after payment of all costs and
expenses incurred) apply any Rents received by it to the Obligations in such order as the Beneficiary determines, or in accordance
with any applicable statute, and the Trustor agrees that exercise of such rights and disposition of such funds shall not be deemed
to cure any default or constitute a waiver of any foreclosure once commenced nor preclude the later commencement of foreclosure
for breach thereof. The Beneficiary shall be liable to account only for such Rents actually received by the Beneficiary. Lessees
under the Leases are hereby authorized and directed, following notice from the Beneficiary, to pay all amounts due the Trustor
under the Leases to the Beneficiary, whereupon such lessees shall be relieved of any and all duty and obligation to the Trustor
with respect to such payments so made;



 




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		(d)	In addition to any other remedies, to sell the Property
or any part thereof or interest therein pursuant to exercise of its power of sale set out in Section 57-1-23 of the Utah Code
or otherwise at public auction on terms and conditions as the Beneficiary may determine, or otherwise foreclose this Deed of Trust
in any manner permitted by law, and upon such sale the Trustor shall execute and deliver such instruments as the Beneficiary may
request in order to convey and transfer all of the Trustor’s interest in the Property, and the same shall operate to divest
all rights, title and interest of the Trustor in and to the Property. In the event this Deed of Trust shall include more than
one parcel of property or subdivision (each hereinafter called a “portion”), the Beneficiary shall, in its sole and
exclusive discretion and to the extent permitted by applicable law, be empowered to foreclose upon any such portion without impairing
its right to foreclose subsequently upon any other portion or the entirety of the Property from time to time thereafter. In addition,
the Beneficiary may in its sole and exclusive discretion subordinate this Deed of Trust to one or more Leases for the sole purpose
of preserving any such Lease in the event of a foreclosure;



 


		(e)	Cause one or more environmental assessments to be
taken, arrange for the cleanup of any Hazardous Substances or otherwise cure the Trustor’s failure to comply with any statute,
regulation or ordinance relating to the presence or cleanup of Hazardous Substances, and the Trustor shall provide the Beneficiary
or its agents with access to the Property for such purposes; provided that the exercise of any of such remedies shall not be deemed
to have relieved the Trustor from any responsibility therefor or given the Beneficiary “control “over the Property
or cause the Beneficiary to be considered to be a mortgagee In possession, “owner” or “operator” of the
Property for purposes of any applicable law, rule or regulation pertaining to Hazardous Substances; and



 


		(f)	Take such other actions or proceedings as the Beneficiary
deems necessary or advisable to protect its interest in the Property and ensure payment and performance of the Obligations, Including,
without limitation, appointment of a receiver (and the Trustor hereby waives any right to object to such appointment) and exercise
of any of the Beneficiary’s remedies provided herein or in any other document evidencing, securing or relating to any of
the Obligations or available to a secured party under the Uniform Commercial Code, Chapter 1 of Title 57 of the Utah Code, or
under other applicable law.



 


In
addition, the Trustee and the Beneficiary shall have all other remedies provided by applicable law, including, without limitation,
the right to pursue a judicial sale of the Property or any portion thereof by deed, assignment or otherwise.


 


The
Trustor agrees and acknowledges that the acceptance by the Trustee or the Beneficiary of any payments from either the Trustor or
any guarantor after the occurrence of any Event of Default, the exercise by the Trustee or the Beneficiary of any remedy set forth
herein or the commencement, discontinuance or abandonment of foreclosure proceedings against the Property shall not waive the Trustee’s
or the Beneficiary’s subsequent or concurrent right to foreclose or operate as a bar or estoppel to the exercise of any other
rights or remedies of the Trustee or the Beneficiary, The Trustor agrees and acknowledges that the Trustee or the Beneficiary,
by making payments or incurring costs described herein, shall be subrogated to any right of the Trustor to seek reimbursement from
any third parties, including, without limitation, any predecessor in interest to the Trustor’s title or other party who may
be responsible under any law, regulation or ordinance relating to the presence or cleanup of Hazardous Substances.


 




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4.3         Advances.
If the Trustor fails to pay or perform any of its obligations respecting the Property, the Beneficiary may in its sole discretion
do so without waiving or releasing Trustor from any such obligation. Any such payments may include, but are not limited to, payments
for taxes, assessments and other governmental levles, water rates, insurance premiums, maintenance, repairs or improvements constituting
part of the Property. Any amounts paid by the Beneficiary hereunder shall be, until reimbursed by the Trustor, part of the Obligations
and secured by this Deed of Trust, and shall be due and payable to the Beneficiary, on demand, together with interest thereon to
the extent permitted by applicable law, at the highest rate permitted under any of the notes evidencing the Obligations.


 


4.4         Cumulative Rights and Remedies. All of the foregoing rights, remedies and options (including without limitation the right
to enter and take possession of the Property, the right to manage and operate the same, and the right to collect Rents, in each
case whether by a receiver or otherwise) are cumulative and in addition to any rights the Beneficiary might otherwise have, whether
at law or by agreement, and may be exercised separately or concurrently and none of which shall be exclusive of any other. The
Trustor further agrees that the Trustee and the Beneficiary may exercise any or all of its rights or remedies set forth herein
without having to pay the Trustor any sums for use or occupancy of the Property.


 


4.5         Trustor’s
Waiver of Certain Rights. To the extent permitted by applicable law, the Trustor hereby waives the benefit of all present and
future laws (i) providing for any appraisal before sale of all or any portion of the Property or (ii) in any way extending the
time for the enforcement of the collection of the Obligations or creating or extending a period of redemption from any sale made
hereunder.


 


4.6         Transfer
of Title. Upon the completion of any sale or sales of any Property, Trustee shall execute and deliver to the accepted
purchaser or purchasers a good and sufficient deed of conveyance or assignment and transfer, lawfully conveying, assigning,
and transferring the Property sold, but without any covenant or warranty, express or implied.


 


4.7         Effect
of Sale. Any sale or sales made by virtue of or under this Deed of Trust, whether under any power of sale herein
granted or through judicial proceedings, shall, to the fullest extent permitted by law, operate to divest all right, title,
estate, interest, claim, and demand whatsoever, either at law or in equity, of Trustor in and to the property so sold, or any
part thereof from, through or under Trustor, its successors and assigns. The receipt by Trustee of such purchase money shall
be full and sufficient discharge to any purchaser of the Property or any part thereof sold as aforesaid for the purchase
money; and no purchaser or his representatives, grantees or assigns after paying such purchase money, shall be bound to see
to the application of such purchase money upon or for any trust or purpose of this Deed of Trust, or in any manner whatsoever
be answerable for any loss, misapplication or non-application of any such purchase money or be bound to inquire as to the
authorization, necessity, expedience or regularity of any such sale.


 


4.8         Reconveyance. Upon written request of the Beneficiary and surrender of this Deed of Trust and any Notes to Trustee for cancellation or
endorsement, and upon payment of its fees and charges, Trustee shall reconvey, without warranty, all or any part of the
Property then subject to this Deed of Trust. Any reconveyance, whether full or partial, shall be made to the person or
persons legally entitled thereto, and the recitals in such reconveyance of any matters or facts shall be conclusive proof of
the truthfulness thereof.


 


5.          MISCELLANEOUS


 


5.1         Costs
and Expenses. To the extent permitted by applicable law, the Trustor shall pay to the Trustee and the Beneficiary, on demand,
all reasonable expenses (including attorneys’ fees and expenses and reasonable consulting, accounting, appraisal, brokerage and
similar professional fees and charges) incurred by the Trustee and the Beneficiary in connection with the Trustee’s and the
Beneficiary’s interpretation, recordation of this Deed of Trust, exercise, preservation or enforcement of any of its rights,
remedies and options set forth in this Deed of Trust and in connection with any litigation, proceeding or dispute whether arising
hereunder or otherwise relating to the Obligations, together with interest thereon to the extent permitted by applicable law, until
paid in full by the Trustor at the highest rate set forth in any of the notes evidencing the Obligations. Any amounts owed by the
Trustor hereunder shall be, until paid, part of the Obligations and secured by this Deed of Trust, and the Beneficiary shall be
entitled, to the extent permitted by law, to receive and retain such amounts in any action for a deficiency against or redemption
by the Trustor, or any accounting for the proceeds of a foreclosure sale or of insurance proceeds.


 




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5.2         Indemnification
Regarding Leases. The Trustor hereby agrees to defend, and does hereby indemnify and hold the Beneficiary, Trustee, and each
of their respective directors, officers, employees, agents and attorneys (each an “Indemnitee”) harmless from all
losses, damages, claims, costs or expenses (including attorneys’ fees and expenses) resulting from the assignment of the Leases
and from all demands that may be asserted against such Indemnitees arising from any undertakings on the part of the Beneficiary
to perform any obligations under the Leases. It is understood that the assignment of the Leases shall not operate to place responsibility
for the control or management of the Property upon the Beneficiary or any Indemnitee or make them liable for performance of any
of the obligations of the Trustor under Leases, respecting any condition of the Property or any other agreement or arrangement,
written or oral, or applicable law.


 


5.3         Indemnification
Regarding Hazardous Substances. The Trustor hereby agrees to defend, and does hereby indemnify and hold harmless Indemnitee
from and against any and all losses, damages, claims, costs or expenses, including, without limitation, litigation costs and attorneys’
fees and expenses and fees or expenses of any environmental engineering or cleanup firm incurred by such Indemnitee and arising
out of or in connection with the Property or resulting from the application of any current or future law, regulation or ordinance
relating to the presence or cleanup of Hazardous Substances on or affecting the Property. The Trustor agrees its obligations hereunder
shall be continuous and shall survive termination or discharge of this Deed of Trust and/or the repayment of all debts to the Beneficiary
including repayment of all Obligations.


 


5.4         Indemnitee’s
Expenses. If any Indemnitee is made a party defendant to any litigation or any claim is threatened or brought against
such Indemnitee concerning this Deed of Trust or the Property or any part thereof or therein or concerning the construction,
maintenance, operation or the occupancy or use thereof by the Trustor or other person or entity, then the Trustor shall
indemnify, defend and hold each Indemnitee harmless from and against all liability by reason of said litigation or claims,
including attorneys’ fees and expenses incurred by such Indemnitee in connection with any such litigation or claim,
whether or not any such litigation or claim is prosecuted to judgment. The within indemnification shall survive payment of the
Obligations, and/or any termination, release or discharge executed by the Beneficiary in favor of the Trustor.


 


5.5         Waivers.
The Trustor waives notice of nonpayment, demand, presentment, protest or notice of protest of the Obligations and all other notices,
consents to any renewals or extensions of time of payment thereof, and generally waives any and all suretyship defenses and defenses
in the nature thereof. No delay or omission of the Beneficiary in exercising or enforcing any of its rights, powers, privileges,
remedies, immunities or discretion (all of which are hereinafter collectively referred to as “the Beneficiary’s rights
and remedies”) hereunder shall constitute a waiver thereof; and no waiver by the Beneficiary of any default of the Trustor
hereunder or of any demand shall operate as a waiver of any other default hereunder or of any other demand. No term or provision
hereof shall be waived, altered or modified except with the prior written consent of the Beneficiary, which consent makes explicit
reference to this Deed of Trust. Except as provided in the preceding sentence, no other agreement or transaction, of whatsoever
nature, entered into between the Beneficiary and the Trustor at any time (whether before, during or after the effective date or
term of this Deed of Trust) shall be construed as a waiver, modification or limitation of any of the Beneficiary’s rights
and remedies under this Deed of Trust (nor shall anything in this Deed of Trust be construed as a waiver, modification or limitation
of any of the Beneficiary’s rights and remedies under any such other agreement or transaction) but all the Beneficiary’s
rights and remedies not only under the provisions of this Deed of Trust but also under any such other agreement or transaction
shall be cumulative and not alternative or exclusive, and may be exercised by the Beneficiary at such time or times and in such
order of preference as the Beneficiary in its sole discretion may determine.


 




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5.6         Waiver
of Homestead. To the maximum extent permitted under applicable law, the Trustor hereby waives and terminates any homestead
rights and/or exemptions respecting the Property under the provisions of any applicable homestead laws, including without limitation,
Utah Code 78-23-4 and hereby agrees not to file a declaration of homestead under Utah Code 78-23-4.


 


5.7         Joint
and Several. If there is more than one Trustor, each of them shall be jointly and severally liable for payment and/or
performance of all obligations secured by this Deed of Trust and the term “Trustor” shall include each as well as
all of them.


 


5.8         Severability.
If any provision of this Deed of Trust or portion of such provision or the application thereof to any person or circumstance shall
to any extent be held invalid or unenforceable, the remainder of this Deed of Trust (or the remainder of such provision) and the
application thereof to other persons or circumstances shall not be affected thereby.


 


5.9         Complete
Agreement. This Deed of Trust and the other Loan Documents constitute the entire agreement and understanding between and among
the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings
among the parties hereto with respect to such subject matter.


 


5.10        Binding
Effect of Agreement. This Deed of Trust shall run with the land and be binding upon and inure to the benefit of the respective
heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, and shall remain in full
force and effect (and the Beneficiary shall be entitled to rely thereon) until all Obligations are fully and indefeasibly paid.
The Beneficiary may transfer and assign this Deed of Trust and deliver any collateral to the assignee, who shall thereupon have
all of the rights of the Beneficiary; and the Beneficiary shall then be relieved and discharged of any responsibility or liability
with respect to this Deed of Trust and such collateral. Except as expressly provided herein or in the other Loan Documents, nothing,
expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies; obligations or
liabilities under or by reason of this Deed of Trust or the other Loan Documents.


 


5.11        Notices.
Any notices under or pursuant to this Deed of Trust shall be deemed duly received and effective if delivered in hand to any officer
or agent of the Trustor or Beneficiary, or if mailed by registered or certified mail, return receipt requested, addressed to the
Trustor or Beneficiary at the address set forth in this Deed of Trust or as any party may from time to time designate by written
notice to. the other party.


 


5.12        Governing
Law. This Deed of Trust shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles
thereof.


 


5.13        Reproductions.
This Deed of Trust and all documents which have been or may be hereinafter furnished by the Trustor to the Beneficiary may be reproduced
by the Beneficiary by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall
be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made in the regular course of business).


 


5.14        Jurisdiction
and Venue. The Trustor irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in
Utah, over any suit, action or proceeding arising out of or relating to this Deed of Trust. The Trustor irrevocably waives,
to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in
an inconvenient forum. The Trustor hereby consents to process being served in any such suit, action or proceeding (i) by the
mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Trustor’s
address set forth herein or such other address as has been provided in writing to the Beneficiary and (ii) in any other
manner permitted by law, and agrees that such service shall in every respect be deemed effective service upon the
Trustor.


 




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5.15        JURY
WAIVER. THE TRUSTOR AND THE BENEFICIARY EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO
CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS
DEED OF TRUST, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT
TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN WAIVED. THE TRUSTOR CERTIFIES
THAT NEITHER THE BENEFICIARY NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
BENEFICIARY WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


EXECUTED
as of the date first above written.


 


	 	Trustor:
	 	Meier Properties, Series LLC


 


	 	By:	/s/ Annette D. Meier	 
	 	 	Annette D. Meier, Manager


 


STATE OF
UTAH


COUNTY OF
SALT LAKE, SS.


 


The
foregoing instrument was acknowledged before me this 3 day of July, 2012, by Annette D Meier, Manager of Meier Properties, Series
LLC, a utah limited Liability Company, on behalf of such Limited Liability Company.


 


	 	/s/
Mark Hendry	, NOTARY PUBLIC
	MY  COMMISSION EXPIRES:	12-7-12
	MARK HENDRY
	TYPE OR PRINT NAME	 
	 	 






 


	Deed of Trust 1	© 2012 Medicl, a division of Wolters Kluwer Financial Services


 




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EXHIBIT
“A”


 


Property
Description


 


LOT 25 OF
THE BROOKLANE SUBDIVISION, ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE RECORDER, UINTAH COUNTY, UTAH


 




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EXHIBIT
“B”


 


Permitted
Encumbrances


 


None


 






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