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CONSTRUCTION SECURITY AGREEMENT TRUST DEED o 200409645 3s,C,-b THIS TRUST DEED, made September 29, 2004, by and among GI Venture, L.P., whose mailing address is c/o Seldin Company, 13057 West Center Road, Omaha, Nebraska, 68144 (herein "Trustor "); and Horizon Bank, whose mailing address is 10841 North 142nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Trustee "); and Horizon Bank, whose mailing address is 10841 North 142nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Beneficiary"). FOR VALUABLE CONSIDERATION, Trustor irrevocably grants, transfers, conveys, and assigns to Trustee, IN TRUST, WITH POWER OF SALE for the benefit and security of Beneficiary, under and subject to the terms and conditions of this Trust Deed, the following described real property, located in Hall County, Nebraska: Lots One (1) through Ten (10), Block Eighty (80), and Lots One (1) through Ten (10), Block Ninety- three (93), in Wheeler and Bennett's Fourth Addition to the City of Grand Island, Hall County, Nebraska. TOGETHER WITH all of the following, whether now owned or hereafter acquired: rents, profits, royalties, income, and other benefits derived from the real property; all leases or subleases covering the real property or any portion thereof, all interests, estate, or other claims, both in law and in equity, in the real property; all homestead exemptions which are hereby released and waived; all easements, rights -of -way, tenements, hereditaments; all oil and gas rights and profits and water rights; all right, title, and interest of 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, fixtures, improvements, and appurtenances now or hereafter erected thereon or belonging thereto (herein referred to as "Improvement" or "Improvements "); and any and all awards made for the taking by eminent domain; or by any proceeding or purchase in lieu thereof, of the whole or any part of the real property. All of the foregoing estate, property, and interest conveyed to Trustee herein collectively referred to as the "Property." FOR THE PURPOSE OF SECURING: (a) The payment of indebtedness evidenced by Trustor's notes or guarantee ( "Note ") dated September 29, 2004, in the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), together with interest at the rate or rates provided therein and the principal and interest on any future advances evidenced by promissory notes or guarantees stating they are secured hereby, and any and all renewals, modifications, and extensions thereof, both principal and interest being payable in accordance with the terms set forth therein, which, by this reference, is made a part hereof. (b) The performance of each agreement and covenant of Trustor herein contained; and (c) The payment of any sum or sums of money which may be hereafter paid or advanced by the Beneficiary under the terms of this Trust Deed, together with interest thereon at the rate provided in the "Note." TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PAYMENT OF PRINCIPAL AND INTEREST. Trustor shall promptly pay, when due, the principal of and interest 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 Future Advances secured by this Trust Deed. 2. WARRANTY OF TITLE. Trustor is lawfully seized and possessed of good and indefeasible title and estate to the Property hereby conveyed and has the right to grant and convey the Property. The Property is free and clear of all liens and encumbrances, except liens now of record, and Trustor will warrant and defend the title to the Property against all claims and demands. 3. MAINTENANCE AND COMPLIANCE WITH LAWS. Trustor shall keep the Property in good repair and condition, shall not commit waste or permit impairment or deterioration of the Property, and shall comply with the provisions of any lease if this Trust Deed is on a leasehold. No improvement, now or hereafter erected upon the Property, shall be altered, removed, or demolished without the prior written consent of Beneficiary. Trustor shall comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the Property and not commit, suffer, or permit any act to be done in or upon the Property in violation of any law, ordinance, regulation, covenant, condition, or restriction. Trustor shall complete or restore, promptly and in good workmanlike manner, any improvement on the Property which may be damaged or destroyed and pay, when due, all claims for labor performed and materials furnished therefor and for any alterations thereof. 4. INSURANCE. Trustor, at its expense, will maintain, with insurers approved by Beneficiary, insurance with respect to the improvements and personal property, constituting the Property, against loss by fire, lightning, tornado, and other perils and hazards covered by standard extended coverage indorsement, in an amount equal to at least one hundred percent (100 %) of the full replacement value thereof and insurance against such other hazards and in such amounts as is customarily carried by owners and operators of similar properties. All insurance policies maintained pursuant to this Trust Deed shall name Trustor and Beneficiary as insured, as their respective interests may appear, and provide that there be no cancellation or modification without at least 15 days' prior written notification to Trustee, and Beneficiary may procure such insurance in accordance with the provisions of paragraph 6 hereof. Trustor shall deliver to Beneficiary the original policies of insurance and renewals thereof or memo copies of such policies and renewals thereof. Failure to furnish such insurance by Trustor or renewals as required hereunder shall, at the option of Beneficiary, constitute a default. a C. v O -nn N tv M coo z rn n Z ~° m Q �` b Cn M> a M =D r- C � to N 0 = F--A D S C.J'1 (JI C11 CD 4 � CONSTRUCTION SECURITY AGREEMENT TRUST DEED o 200409645 3s,C,-b THIS TRUST DEED, made September 29, 2004, by and among GI Venture, L.P., whose mailing address is c/o Seldin Company, 13057 West Center Road, Omaha, Nebraska, 68144 (herein "Trustor "); and Horizon Bank, whose mailing address is 10841 North 142nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Trustee "); and Horizon Bank, whose mailing address is 10841 North 142nd Street, Post Office Box 447, Waverly, Nebraska 68462 (herein "Beneficiary"). FOR VALUABLE CONSIDERATION, Trustor irrevocably grants, transfers, conveys, and assigns to Trustee, IN TRUST, WITH POWER OF SALE for the benefit and security of Beneficiary, under and subject to the terms and conditions of this Trust Deed, the following described real property, located in Hall County, Nebraska: Lots One (1) through Ten (10), Block Eighty (80), and Lots One (1) through Ten (10), Block Ninety- three (93), in Wheeler and Bennett's Fourth Addition to the City of Grand Island, Hall County, Nebraska. TOGETHER WITH all of the following, whether now owned or hereafter acquired: rents, profits, royalties, income, and other benefits derived from the real property; all leases or subleases covering the real property or any portion thereof, all interests, estate, or other claims, both in law and in equity, in the real property; all homestead exemptions which are hereby released and waived; all easements, rights -of -way, tenements, hereditaments; all oil and gas rights and profits and water rights; all right, title, and interest of 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, fixtures, improvements, and appurtenances now or hereafter erected thereon or belonging thereto (herein referred to as "Improvement" or "Improvements "); and any and all awards made for the taking by eminent domain; or by any proceeding or purchase in lieu thereof, of the whole or any part of the real property. All of the foregoing estate, property, and interest conveyed to Trustee herein collectively referred to as the "Property." FOR THE PURPOSE OF SECURING: (a) The payment of indebtedness evidenced by Trustor's notes or guarantee ( "Note ") dated September 29, 2004, in the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), together with interest at the rate or rates provided therein and the principal and interest on any future advances evidenced by promissory notes or guarantees stating they are secured hereby, and any and all renewals, modifications, and extensions thereof, both principal and interest being payable in accordance with the terms set forth therein, which, by this reference, is made a part hereof. (b) The performance of each agreement and covenant of Trustor herein contained; and (c) The payment of any sum or sums of money which may be hereafter paid or advanced by the Beneficiary under the terms of this Trust Deed, together with interest thereon at the rate provided in the "Note." TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PAYMENT OF PRINCIPAL AND INTEREST. Trustor shall promptly pay, when due, the principal of and interest 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 Future Advances secured by this Trust Deed. 2. WARRANTY OF TITLE. Trustor is lawfully seized and possessed of good and indefeasible title and estate to the Property hereby conveyed and has the right to grant and convey the Property. The Property is free and clear of all liens and encumbrances, except liens now of record, and Trustor will warrant and defend the title to the Property against all claims and demands. 3. MAINTENANCE AND COMPLIANCE WITH LAWS. Trustor shall keep the Property in good repair and condition, shall not commit waste or permit impairment or deterioration of the Property, and shall comply with the provisions of any lease if this Trust Deed is on a leasehold. No improvement, now or hereafter erected upon the Property, shall be altered, removed, or demolished without the prior written consent of Beneficiary. Trustor shall comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the Property and not commit, suffer, or permit any act to be done in or upon the Property in violation of any law, ordinance, regulation, covenant, condition, or restriction. Trustor shall complete or restore, promptly and in good workmanlike manner, any improvement on the Property which may be damaged or destroyed and pay, when due, all claims for labor performed and materials furnished therefor and for any alterations thereof. 4. INSURANCE. Trustor, at its expense, will maintain, with insurers approved by Beneficiary, insurance with respect to the improvements and personal property, constituting the Property, against loss by fire, lightning, tornado, and other perils and hazards covered by standard extended coverage indorsement, in an amount equal to at least one hundred percent (100 %) of the full replacement value thereof and insurance against such other hazards and in such amounts as is customarily carried by owners and operators of similar properties. All insurance policies maintained pursuant to this Trust Deed shall name Trustor and Beneficiary as insured, as their respective interests may appear, and provide that there be no cancellation or modification without at least 15 days' prior written notification to Trustee, and Beneficiary may procure such insurance in accordance with the provisions of paragraph 6 hereof. Trustor shall deliver to Beneficiary the original policies of insurance and renewals thereof or memo copies of such policies and renewals thereof. Failure to furnish such insurance by Trustor or renewals as required hereunder shall, at the option of Beneficiary, constitute a default.