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200608869
<br />WHEREAS, the Trustor is the owner of fee simple title to the Trust Property, except for
<br />(1) the real estate described as Tract 3 on Exhibit "A" attached hereto (said real estate together
<br />with any improvements now or hereafter located thereon is hereinafter referred to as the "Pioneer
<br />Trail Grain Facilit ") in which Trustor is the owner of the leasehold estate pursuant to that
<br />certain Pioneer Trail Grain Facility Lease and Sublease by and between Cargill, as landlord, and
<br />the Trustor, as tenant, a memorandum of which was recorded in the Register of Deeds of Hall
<br />County, Nebraska on 0,J., �, - 3 , 2006 }n --Hoak * , -ice (the "Recording
<br />Office ") (said lease and any and all other amendments or modifications now or hereafter 420000$S69
<br />affecting the same shall herein be collectively referred to as the "Pioneer Trail Grain Facilit
<br />Lease ") and (2) the real estate described as Tract 4 on Exhibit "A" attached hereto, in which
<br />Trustor is the holder of all rights and interest in and to, and covenants, easements and restrictions
<br />appurtenant, the ground water and surface water rights appurtenant to said Tract 4;
<br />WHEREAS, it is a condition precedent to the extension of credit under the Credit
<br />Agreement that the Trustor shall have executed and delivered to the Beneficiary this Deed of
<br />Trust;
<br />WHEREAS, the Trustor will obtain substantial benefits as a result of the transactions
<br />contemplated by the Credit Agreement, and, accordingly, the Trustor desires to execute this
<br />Deed of Trust in order to satisfy the condition precedent described in the preceding paragraph;
<br />and
<br />WHEREAS, the Trustor desires to enter into this Deed of Trust to secure (and this Deed
<br />of Trust shall secure) the following:
<br />(i) the full and prompt payment when due (whether at the stated maturity, by
<br />acceleration or otherwise) of all Obligations of the Trustor under the Credit Agreement
<br />and the other Financing Documents, whether direct or indirect, absolute or contingent,
<br />due or to become due, now existing or hereafter arising and howsoever evidenced,
<br />including all interest, fees, charges, expenses, attorneys' fees and consultants' fees
<br />chargeable to the Trustor and the due performance and compliance by the Trustor with
<br />the terms thereof, and including all obligations, liabilities and indebtedness (including,
<br />without limitation, indemnities, fees and interest thereon) of the Trustor owing to any
<br />Secured Swap Counterparty under any Required Hedging Agreement, whether such
<br />Required Hedging Agreement is now in existence or hereinafter arising, and the due
<br />performance and compliance by the Trustor with the terms thereof (being herein
<br />collectively called the "Credit Document Obligations");
<br />(ii) any and all sums advanced by the Beneficiary or any Secured Party in
<br />order to preserve the Trust Property or preserve its security interest in the Trust Property;
<br />(iii) in the event of any proceeding for the collection or enforcement of any
<br />indebtedness, obligations, or liabilities of the Trustor referred to in clauses (i) and (ii)
<br />above, after an Event of Default (as defined below) shall have occurred and be
<br />continuing, the reasonable expenses of retaking, holding, preparing for sale or lease,
<br />selling or otherwise disposing of or realizing on the Trust Property, or of any exercise by
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