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�0110550� <br />DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING <br />AND ASSIGNMENT OF LEASES AND RENTS <br />Executed in counterparts to allow fot� simultaneous filing <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 cooperative <br />association formed under the laws of Nebraska ("Trustor"), in favor of Wells Fargo Bank, National Association, <br />MAC #N8032-034, 1248 O Street, 3rd Floor North, Lincoln, Nebraska 68508, Attention: Cary L. Sandell as Trustee <br />("Trustee") for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a narional banking <br />association ("Beneficiarv"). <br />WITNESSETH: <br />WHEREAS, Trustor and Beneficiary (individually and as Agent for the Secured Creditors idenrified and <br />defined below) have entered into that certain Credit Agreement dated as of June 30, 2011 (such Credit Agreement, <br />as the same may from time to time be amended, modified or restated, being hereinafter referred to as the "Credit <br />Agreement") pursuant to which Beneficiary and other lenders and letter of credit issuers which from time to time <br />become party to the Credit Agreement (Beneficiary and such other lenders being hereinafter referred to collectively <br />as the `Zenders" and individually as a "Lender" and such letter of credit issuers being hereinafter referred to <br />collectively as the "L/C Issuers" and individually as a `Z/C Issuer"; and Beneficiary, the L/C Issuers, and the <br />Lenders, together with any affiliates of the Lenders party to the Hedge Agreements and/or Funds Transfer and <br />Deposit Account Agreements, being hereinafter refened to collecrively as the "Secured Creditors" and individually <br />as a "Secured Creditor") have agreed, subject to certain terms and conditions, to make available to Trustor (i) a <br />revolving credit facility (the "Revolvdng Credit") in an maximum aggregate principal amount of $300,000,000 <br />(subject to increases) with advances under the Revolving Credit to be evidenced by Revolving Notes of Trustor <br />payable to the order of the respective Lender named thereon and by a Swing Note payable to the order of the <br />respective Lender named thereon and in each case maturing in no event later than June 30, 2014 (the "Termination <br />Date") and bearing interest thereon at the rates and payable at the times provided in the Credit Agreement (such <br />promissory notes and any and all promissory notes issued in renewal thereof or in substiturion or replacement <br />therefor being hereinafter referred to collectively as the "Revolving Notes " and individually as a "Revolving Note ") <br />and (ii) a term revolving credit facility (the "Term Revolving Credit") in an inirial maximum principal amount of <br />$21,240,000 (subject to increases) with advances under the Term Revolving Credit to be evidenced by Term <br />Revolving Notes of Trustor payable to the order of the respective Lender named thereon and maturing in no event <br />later than June 30, 2014 and bearing interest thereon at the rates and payable at the times provided in the Credit <br />Agreement (such promissory notes and any and all promissory notes issued in renewal thereof or in substitution or <br />replacement therefor being hereinafter referred to collectively as the "Term Revolving Notes" aud individually as a <br />"Term Revolving Note, " and the Term Revolving Notes and Revolving Notes beuig hereinafter referred to <br />collecrively as the "Notes" and individually as a "Note"); and <br />WHEREAS, Trustor has agreed to secure its obligations to Seneficiary 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 />property described below, and by granting, or causing to be granted, to Beneficiary the other liens and security <br />interests herein described; <br />NOW, TI�REFORE, in order to secure the full and punctual payment and performance of all 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), all upon the <br />following terms and condirions: <br />ARTICLE 1- DEFINITIONS; 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 Credit Agreement. In addition to other terms defined herein, certain defined terms are set <br />forth in Ezhibit uA" attached hereto. <br />