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20�104912
<br />DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING
<br />AND ASSIGNMENT OF LEASES AND RENTS
<br />Executed in counterparts to allow for si�raultaneous filang
<br />This Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents (the "Deed of
<br />Trust") is dated as of June 30, 2011, and is executed by Aurora Cooperative Elevator Company, a Nebraska
<br />corporation ("Trustor"), in favor of Drew K. Theophilus, Attorney at Law of 1500 Woodmen Tower, 1700 Farnam
<br />Street, Omaha, Nebraska 68102 as Trustee ("Trustee") for the benefit of METROPOLITAN LIFE INSURANCE
<br />COMPANY, a New York corporation (`Beneficiarv").
<br />WITNESSETH:
<br />WI�REAS, Trustor has executed a Secured Promissory Note — Tranche I in the original principal amount
<br />of $75,000,000.00, with a final payment due on July 1, 2021 in favor of Beneficiary and a Secured Promissory Note
<br />— Tranche II in the original principal amount of $15,000,000.00, with a fmal payment due on 7uly 1, 2021 in favor of
<br />Beneficiary (collectively, the "1Vote"); and
<br />WHEREAS, Trustor has agreed to secure its obligations to Beneficiary hereunder by executing this Deed
<br />of Trust in favor of the Trustee for the benefit of Beneficiary, in trust with POWER OF SALE pursuant to the
<br />provisions of the Nebraska Trust Deeds Act (Nebraska Rev. Stat. 76-1001, et sea.) burdening the real and personal
<br />properiy described below, and by granting, or causing to be granted, to Beneficiary the other liens and security
<br />interests herein described;
<br />NOW, THEREFORE, in order to secure the full and punctual payment and performance of a11 present and
<br />future Obligations (as hereafter defined), Trustor has agreed to execute and deliver this Deed of Trust and to grant a
<br />mortgage lien and continuing security interest in and to the Mortgaged Property (as hereinafter defined), a11 upon the
<br />following terms and conditions:
<br />ARTICLE 1- DEFII�TITTONS; DEED OF TRUST TO SECURE OBLIGATIONS
<br />Section 1.1 Definitions. Capitalized terms not otherwise defined in this Deed of Trust shall have the
<br />meanings set forth in the Loan Agreement. In addition to other terms defined herein, certain defined terms are set
<br />forth in Exhibit "A" attached hereto.
<br />Section 1.2 Grant. In order to secure the Obligations, Trustor hereby mortgages, grants, assigns,
<br />bargains, sells and conveys to Trustee, its successors and assigns, in trust, with POWER OF SALE and right of entry
<br />and possession, and does hereby grant unto Trustee for the benefit of Beneficiary a continuing security interest in,
<br />(a) the real property (herein called the "Land") described in Ezhibit "B" which is attached hereto and incorporated
<br />herein by reference for all purposes; and (i) all improvements now or hereafter situated or to be situated on the Land
<br />(herein together called the "Improvements"); and (ii) all right, title and interest of Trustor in and to (1) all streets,
<br />roads, alleys, easements, rights-of-way, privileges, hereditaments, appurtenances, licenses, rights of ingress and
<br />egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or
<br />pertaining to the Land or the Improvements; (2) all of Trustor's present and future estate, right, title and interest in
<br />and to a11 accretion, awlsion, riparian rights, water rights, waters, water courses, whether now owned or hereafter
<br />acquired by Trustor, (3) the reversion(s), remainder(s), possession(s), claims and demands of Trustor in and to the
<br />same, and the rights of Trustor in and to the benefits of any conditions, covenants and restrictions now or hereafter
<br />affecring said real properiy, together with all estate, right, title and interest, including, without limitation, leasehold
<br />interests, that Trustor now has or may hereafter acquire, and (4) any strips or gores between the Land and abutting or
<br />adjacent properties (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being
<br />herein sometimes collecrively called the "Premises"); (b) a11 things now or hereafter affixed to or located upon or
<br />used in connection with the Land, including, without limitation, all buildings, structures and Improvements of every
<br />kind and description now or hereafter erected or placed thereon, all apparatus, furnishings, furniture, fixtures,
<br />machinery, equipment, appliances, systems, building materials and personal property of every kind and nature
<br />whatsoever, now owned or hereafter acquired by Trustor, which are or shall be attached to, or used for the operation
<br />DOCS/1045495.1
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