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<br />20���5534
<br />LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING
<br />AND ASSIGNMENT OF LEASES AND RENT5
<br />Executed in counterparts to allow for simultaneous filing
<br />This Leasehold Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents
<br />(the "Deed of Trust") is dated as of June 30, 2011, and is executed by Aurora Cooperative Elevator Company, a
<br />Nebraska corporarion ("Trustor"), in favor of Drew K. Theophilus, Attorney at Law of 1500 Woodmen Tower, 1700
<br />Farnam Street, Omaha, Nebraska 68102 as Trustee ("Trustee") for the benefit of METROPOLITAN LIFE
<br />INSURANCE COMPANY, a New York corporation (`Beneficiarv").
<br />WITNESSETH:
<br />WHEREAS, 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 l, 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 final payment due on July 1, 2021 in favor of
<br />Beneficiary (collectively, the "Note"); and
<br />WHEREAS, Trustor is owner of the leasehold estate in the Land (defined below), pursuant to that certain
<br />Wireline Agreement Longitudinal Encroachment (the "Ground Lease") by and between Union Pacific Railroad
<br />Company, a Utah corporation (°Ground Lessor"), as owner, and Trustor, as lessee.
<br />WI�REAS, 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 />property described below, including its interest in the Land pursuant to the Ground Lease, and by granting, or
<br />causing to be granted, to Beneficiary the other liens and security interests herein described;
<br />NOW, THEREFORE, in order to secure the full and punctual payment and performance of all present and
<br />futtue 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 conditions:
<br />ARTICLE 1- DEFIPTITIONS; DEED OF TRUST TO SECURE OBLIGATIONS
<br />Section 1.1 Definitions. Capitalized terms not otherwise defined in this Deed of Trust sha11 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 Eghibit "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 Exhibit KB" 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, including any arising under or pursuant to the Ground Lease,
<br />existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2)
<br />all of Trustor's present and future esta.te, right, title and interest in and to all accretion, awlsion, riparian rights,
<br />water rights, waters, water courses, whether now owned or hereafter acquired by Trustor; (3) the reversion(s),
<br />remainder(s), possession(s), claims and demands of Trustor in and to the same, and the rights of Trustor in and to the
<br />benefits of any conditions, covenants and restrictions now or hereafter affecting said real property, together with all
<br />estate, right, title and interest, including, without limitation, leasehold interests, that Trustor now has or may
<br />hereafter acquire, and (4) any strips or gores between the Land and abutting or adjacent properties (the Land,
<br />Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively
<br />DOCS/1045503.1
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