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<br />
<br />THIS TRUST DEED, made June 28, 2007,
<br />Central Park Drive, Suite 100, Lincoln, Nebraska 68504 (herein "Trustor"); and Horizon Bank, whose mailing address is 10841 North
<br />l42nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Trustee"); and Horizon Bank, whose mailing address is 10841
<br />North l42nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Beneficiary").
<br />
<br />CONSTRUCTION SECURITY AGREEMENT
<br />TRUST DEED - ~\'
<br />
<br />by and among Woodland Park Townhomes, LLC, whose mailing address is 51OfS:'
<br />
<br />FOR VALUABLE CONSIDERATION, Trustor irrevocably grants, transfers, conveys, and assigns to Trustee, IN TRUST,
<br />WITH POWER OF SALE for the benefit and security of Beneficiary, under and subject to the terms and conditions of this Trust Deed,
<br />the following described real property, located in Hall County, Nebraska:
<br />
<br />See attached legal description.
<br />
<br />TOGETHER WITH all of the following, whether now owned or hereafter acquired: rents, profits, royalties, income, and other
<br />benefits derived from the real property; all leases or subleases covering the real property or any portion thereof; all interests, estate, or
<br />other claims, both in law and in equity, in the real property; all homestead exemptions which are hereby released and waived; all
<br />easements, rights-of-way, tenements, hereditaments; all oil and gas rights and profits and water rights; all right, title, and interest of
<br />Trustor in and to any land lying within the right-of-way of any street or highway adjoining the real property; any and all buildings,
<br />fixtures, improvements, and appurtenances now or hereafter erected thereon or belonging thereto (herein referred to as "Improvement" or
<br />"Improvements"); and any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the
<br />whole or any part of the real property. All of the foregoing estate, property, and interest conveyed to Trustee herein collectively referred
<br />to as the "Property."
<br />
<br />FOR THE PURPOSE OF SECURING:
<br />
<br />(a) The payment of indebtedness evidenced by Trustor's notes or guarantee ("Note") dated June 28, 2007, in the principal
<br />sum of Two Million Seven Hundred Seventy Five Thousand Dollars ($2,775,000), together with interest at the rate or rates provided
<br />therein and the principal and interest on any future loans evidenced by promissory notes or guarantees stating they are secured by this
<br />Trust Deed, and any and all renewals, modifications, and extensions thereof, both principal and interest being payable in accordance with
<br />the terms set forth therein, which, by this reference, is made a part hereof.
<br />
<br />(b) The performance of each agreement and covenant of Trustor herein contained; and
<br />
<br />(c) The payment of any sum or sums of money which may be hereafter paid or advanced by the Beneficiary under the terms
<br />ofthis Trust Deed, together with interest thereon at the rate provided in the "Note."
<br />
<br />TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR HEREBY COVENANTS AND AGREES AS
<br />FOLLOWS:
<br />
<br />1. PAYMENT OF PRINCIPAL AND INTEREST. Trustor shall promptly pay, when due, the principal of and interest
<br />on the indebtedness evidenced by the Note, and all other charges and fees as provided in the Note, and the principal of and interest on any
<br />Future Advances secured by this Trust Deed.
<br />
<br />2. WARRANTY OF TITLE. Trustor is lawfully seized and possessed of good and indefeasible title and estate to the
<br />Property hereby conveyed and has the right to grant and convey the Property. The Property is free and clear of all liens and
<br />encumbrances, except liens now of record, and Trustor will warrant and defend the title to the Property against all claims and demands.
<br />
<br />3. MAINTENANCE AND COMPLIANCE WITH LAWS. Trustor shall keep the Property in good repair and
<br />condition, shall not commit waste or permit impairment or deterioration of the Property, and shall comply with the provisions of any lease
<br />if this Trust Deed is on a leasehold. No improvement, now or hereafter erected upon the Property, shall be altered, removed, or
<br />demolished without the prior written consent of Beneficiary. Trustor shall comply with all laws, ordinances, regulations, covenants,
<br />conditions, and restrictions affecting the Property and not commit, suffer, or permit any act to be done in or upon the Property in violation
<br />of any law, ordinance, regulation, covenant, condition, or restriction. Trustor shall complete or restore, promptly and in good
<br />workmanlike manner, any improvement on the Property which may be damaged or destroyed and pay, when due, all claims for labor
<br />performed and materials furnished therefor and for any alterations thereof.
<br />
<br />4. INSURANCE. Trustor, at its expense, will maintain, with insurers approved by Beneficiary, insurance with respect to
<br />the improvements and personal property, constituting the Property, against loss by fire, lightning, tornado, and other perils and hazards
<br />covered by standard extended coverage endorsement, in an amount equal to at least one hundred percent (100%) of the full replacement
<br />value thereof and insurance against such other hazards and in such amounts as is customarily carried by owners and operators of similar
<br />properties. All insurance policies maintained pursuant to this Trust Deed shall name Trustor and Beneficiary as insured, as their
<br />respective interests may appear, and provide that there be no cancellation or modification without at least 15 days' prior written
<br />notification to Trustee, and Beneficiary may procure such insurance in accordance with the provisions of paragraph 6 hereof. Trustor
<br />shall deliver to Beneficiary the original policies of insurance and renewals thereof or memo copies of such policies and renewals thereof.
<br />Failure to furnish such insurance by Trustor or renewals as required hereunder shall, at the option of Beneficiary, constitute a default.
<br />
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