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200608869
<br />right, title, claim or demand whatsoever of Trustor either in law or in equity, in possession or
<br />expectancy, of, in and to Trustor's right, as tenant under the Pioneer Trail Grain Facility Lease, to
<br />elect under Section 365(h)(1) of the Bankruptcy Code to terminate or treat the Pioneer Trail
<br />Grain Facility Lease as terminated in the event (i) of the bankruptcy, reorganization or
<br />insolvency of the Trustor, and (ii) the rejection of the Pioneer Trail Grain Facility Lease by the
<br />Trustor, as debtor in possession, or by a trustee for the Trustor, pursuant to Section 365 of the
<br />Bankruptcy Code; and
<br />M. All proceeds and products of the conversion, voluntary or involuntary, including,
<br />but not limited to, those from sale, exchange, transfer, collection, loss, damage, disposition,
<br />substitution or replacement, of any of the foregoing, whether into cash, liquidated claims or
<br />otherwise.
<br />All of the foregoing estates, rights, properties and interests hereby conveyed to the
<br />Trustee for the benefit of the Beneficiary are referred to collectively herein as the "Trust
<br />Propert y"
<br />TO HAVE AND TO HOLD the above granted and described Trust Property unto the
<br />Trustee for the benefit of the Beneficiary and to its successors and assigns forever, and the
<br />Trustor hereby covenants and agrees, on behalf of itself and its successors and assigns, to
<br />warrant and defend the Trust Property unto the Trustee for the benefit of the Beneficiary, its
<br />successors and assigns against the claims of all persons and parties whatsoever, subject,
<br />however, only to the Permitted Liens to the extent the same are valid and subsisting and
<br />encumber the Trust Property or any part thereof.
<br />PROVIDED, HOWEVER, that upon the payment in full of the Obligations and the
<br />termination of the Commitments (the "Deed of Trust Termination Date"), the Trustee, at the
<br />Beneficiary's direction, shall, at the request and expense of the Trustor, reconvey this Deed of
<br />Trust (without recourse and without any representations or warranties) and the estate, right, title
<br />and interest of the Beneficiary in the Trust Property shall cease, and upon payment to the
<br />Beneficiary of all costs and expenses incurred for the preparation of the deed of reconveyance
<br />hereinafter referenced and all recording costs if allowed by law, the Trustee shall reconvey this
<br />Deed of Trust and the lien hereof by proper instrument.
<br />ARTICLE I
<br />REPRESENTATIONS, WARRANTIES, COVENANTS
<br />AND AGREEMENTS OF THE TRUSTOR
<br />1.01 Title to the Trust Propert y. The Trustor represents and warrants: (a) it has good
<br />and marketable fee simple title to the Trust Property, except for the portion of the Pioneer Trail
<br />Land that is the Pioneer Trail Grain Facility, in which Trustor has a good and valid leasehold
<br />interest, all free and clear of any Liens, other than the Permitted Liens related thereto, and is
<br />lawfully seized and possessed of the Trust Property; (b) this Deed of Trust is a valid first priority
<br />Lien upon the Trust Property (subject only to the Permitted Liens related thereto); (c) it has full
<br />power and authority to encumber the Trust Property in the manner set forth herein; and (d) there
<br />are no defenses or offsets to this Deed of Trust or to the Obligations which it secures. The
<br />Trustor shall preserve such title and the validity and priority of this Deed of Trust and shall
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