A. BNPP, as administrative agent and as collateral agent for the Lenders (defined below) (BNPP and its successors and assigns, in such capacities, being hereinafter referred to as the “Agent”), GREEN PLAINS INC. (the “Borrower”) and certain lenders party thereto from time to time (such lenders being hereinafter referred to collectively as the “Lenders” and individually as a “Lender”) have entered into a Term Loan Agreement dated as of August 29, 2017, as amended by that certain First Amendment to Term Loan Agreement, dated as of October 16, 2017 (such Term Loan Agreement, as the same may be amended, supplemented or modified from time to time as permitted thereunder, including amendments, restatements and replacements thereof in its entirety as permitted thereunder, being hereinafter referred to as the “Loan Agreement”), pursuant to which the Lenders have agreed, subject to certain terms and conditions, to extend credit and make certain other financial accommodations available to the Borrower.  Any capitalized term used in this Deed of Trust that is not otherwise defined herein, either directly or by reference to another document, shall have the meaning for purposes of this Deed of Trust as it is given in the Loan Agreement.

B. Grantor is a Subsidiary of the Borrower and as such will receive substantial direct and indirect benefit from the extension of credit and other financial accommodations made to the Borrower and the Subsidiaries.

C. The Grantor has executed and delivered to the Agent a Guaranty (as it may from time to time be amended, restated, supplemented, replaced or otherwise modified, the “Guaranty”) pursuant to which the Grantor has guaranteed the obligations of the Borrower with respect to the loans made under the Loan Agreement (the “Loans”) and the other extensions of credit and financial accommodations made under each of the other Loan Documents as well as the other obligations of the Borrower under the Loan Documents, as more fully set forth therein (together with the Loans, collectively, the “Guaranteed Obligations”).

D. It is a condition to the obligation of the Lenders to make the Loans that the Grantor execute and deliver this Deed of Trust to secure the Guaranteed Obligations and all direct obligations of the Grantor under the Loan Documents (collectively the “Obligations Secured”).

E. ABL Borrowers and certain other parties have previously entered into the ABL-Cattle Credit Documents, the ABL-Grain Credit Documents and the ABL-Trade Credit Documents (as each may be amended, restated, supplemented, replaced or otherwise modified from time to time, collectively, the “Pari Passu Credit Documents”), pursuant to which the lenders thereunder have agreed to make certain loans, which extensions of credit the ABL Borrower will use for the purposes permitted under the Pari Passu Credit Documents, upon the terms and conditions contained in the Pari Passu Credit Documents.

F. The obligations of ABL Borrowers under the Pari Passu Credit Documents are secured, directly or indirectly, by, among other things, a certain Second Lien Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement executed by Grantor for the benefit of BNPP, as collateral agent for the holders of the obligations under the Pari Passu Credit Documents (BNPP, in such capacity, together with its successors and assigns, the “Pari Passu Agent”), dated as of the date hereof (as it may be amended, supplemented, replaced or otherwise modified from time to time, the “Second Lien Deed of Trust”).

G. In order to induce the Lenders to consent to the Second Lien Deed of Trust, and to induce the Lenders to extend credit and other financial accommodations and lend monies to or for the benefit of Borrower and its Subsidiaries, Agent, Pari Passu Agent, and certain other parties have entered into the ABL Intercreditor Agreements and the Term Loan Intercreditor Agreement (collectively, as each may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Intercreditor Agreements”).

H. Pursuant to the Term Loan Intercreditor Agreement, this Deed of Trust, in first lien and security interest status, will remain prior and superior to the Second Lien Deed of Trust, and the Second Lien Deed of Trust shall remain subject, junior and subordinate to this Deed of Trust.

Article 1
GRANT

Section 1.1 Grant

Article 2
SECURITY AGREEMENT AND FINANCING STATEMENT

Section 2.1 Security Agreement

(a) In addition to the foregoing grant of mortgage, the Grantor hereby grants a continuing first priority security interest to the Agent for the benefit of the Secured Parties in that portion of the Mortgaged Property in which the creation and/or perfection of a security interest is governed by the Code.

(b) The “Debtor” is the Grantor and the “Secured Party” is the Agent for the benefit of itself and the other Secured Parties.

(c) The name and address of the Debtor are as set forth in the Preamble to this document.

(d) The name and address of the Secured Party are as set forth in the Preamble to this document.

(e) The description of the types or items of property covered by this financing statement is:  All of the Mortgaged Property in which a security interest may be perfected pursuant to the Code.

(f) The description of the real estate to which collateral is attached or upon which collateral is located is set forth on Exhibit A.

(g) The Agent may file this Deed of Trust, or a reproduction hereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified herein as part of the Mortgaged Property.  Any reproduction of this Deed of Trust or of any other security agreement or financing statement is sufficient as a financing statement.

(h) The Grantor authorizes the Agent to file any financing statement, continuation statement or other instrument that the Agent or the Required Lenders may reasonably deem necessary or appropriate from time to time to perfect or continue the security interest granted above under the Code.

Section 2.2 Fixture Filing

Article 3
WARRANTIES, REPRESENTATIONS, and COVENANTS

Section 3.1 First Lien Status

Section 3.2 Payment of Taxes on this Deed of Trust

Section 3.3 Leases Affecting the Real Property

Section 3.4 Use of the Real Property

Section 3.5 Insurance

Section 3.6 Real Property Taxes

Section 3.7 Condemnation Awards

Article 4
DEFAULT AND FORECLOSURE

Section 4.1 Remedies

(a) Power of Sale.  Agent may direct Trustee to exercise Trustee’s power of sale with respect to the Mortgaged Property, or any part thereof, in a non-judicial procedure as permitted by applicable law.  If Agent elects to exercise its power of sale with respect to the Real Property and other portions of the Mortgaged Property, or any part thereof, Trustee shall record a notice of default in each county in which any part of such Real Property and other Mortgaged Property is located in the form prescribed by applicable law and shall mail copies of such notice in the manner prescribed by applicable law.  After the time required by applicable law, Trustee shall give public notice of the sale to the persons and in the manner prescribed by applicable law. Trustee, without demand on Grantor, shall sell such Real Property and other Mortgaged Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in any order Trustee determines.  Trustee may postpone sale of all or any parcel of the Mortgaged Property in accordance with the provisions of applicable law, including, without limitation, California Civil Code Section 2924g. Trustee, Agent, or their designee, may purchase at any such sale.  Upon receipt of the price bid, Trustee shall deliver to the purchaser a Trustee’s deed conveying the Real Property and other Mortgaged Property that are sold.  The recitals in the deed of compliance with applicable law shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value and without notice. Grantor acknowledges that the power of sale granted in this Deed of Trust may be exercised by Trustee without prior judicial hearing. Grantor has the right to bring an action to assert the non-existence of an Event of Default or any other defense of Grantor to acceleration and sale.

(b) Agent’s Power of Enforcement.  The Agent may immediately foreclose this Deed of Trust by judicial action.  The court in which any proceeding is pending for the purpose of foreclosure of this Deed of Trust by judicial procedure or in connection with the exercise of any non-judicial power of sale by the Trustee may, at once or at any time thereafter, either before or after sale, without notice and without requiring bond, and without regard to the solvency or insolvency of any person liable for payment of the Obligations Secured, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the loans and other financial accommodations hereby secured are made) for the benefit of the Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure suit and the full statutory period of redemption notwithstanding any redemption.  The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make

and pay for any necessary repairs to the Real Property, and may pay any part of the Obligations Secured in accordance with the Loan Agreement or any deficiency decree entered in such foreclosure proceeding.  Upon or at any time after the filing of a suit to foreclose this Deed of Trust, the court in which such suit is filed shall have full power to enter an order placing the Agent in possession of the Real Property with the same power granted to a receiver pursuant to this clause (a) and with all other rights and privileges of a mortgagee-in-possession under applicable law.

(c) Agent’s Right to Enter and Take Possession, Operate and Apply Income.  The Agent shall, at the direction of Required Lenders or at its option, have the right, acting through its agents or attorneys or a receiver, with process of law, to enter upon and take possession of the Real Property, to expel and remove any persons, goods or chattels occupying or upon the same, to collect or receive all the Rents, to manage and control the Real Property, to lease the Real Property or any part thereof, from time to time, and, after deducting all reasonable attorneys’ fees and expenses of outside counsel, and all reasonable expenses incurred in the protection, care, maintenance, management and operation of the Real Property, to distribute and apply the remaining net income in such order and to such of the Obligations Secured in accordance with the Loan Agreement or any deficiency decree entered in any foreclosure proceeding.

(d) Foreclosure as Mortgage.  This instrument shall be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Real Property in any manner permitted by the laws of the State and any foreclosure suit may be brought by the Trustee or by the Agent.

(e) Grantor, on its own behalf and on behalf of each party hereto, hereby requests a copy of any notice of default and a copy of any notice of sale hereunder be mailed to them at the applicable address provided in the first paragraph of this Deed of Trust.

(f) Notwithstanding anything herein to the contrary, the lien and security interest granted to or for the benefit of Agent under this Deed of Trust and the exercise of any right or remedy by or for the benefit of Agent hereunder are, as among Agent, Pari Passu Agent, the Lenders and the lenders under the Pari Passu Credit Documents, subject to the provisions of the Term Loan Intercreditor Agreement, which Term Loan Intercreditor Agreement shall be solely for the benefit of Agent, Pari Passu Agent, the Lenders and the lenders under the Pari Passu Credit Documents and shall not be for the benefit of or enforceable by Borrower, any ABL Borrower or any other Loan Party.  In the event of any conflict between the terms of the Term Loan Intercreditor Agreement and this Deed of Trust, as among Agent, Pari Passu Agent, the Lenders and the lenders under the Pari Passu Credit Documents, the terms of the Term Loan Intercreditor Agreement shall govern and control.  Any reference in this Deed of Trust to “first priority lien” or words of similar effect in describing the security interests created hereunder shall be understood to refer to such priority as set forth in the Intercreditor Agreements.  All representations, warranties, and covenants in this Deed of Trust shall be subject to the provisions and qualifications set forth in this Section 4.1(f).

Section 4.2 Application of Rents or Proceeds from Foreclosure or Sale

(a) To the payment of the costs and expenses of any such sale or other enforcement proceedings in accordance with the terms hereof and of any judicial proceeding wherein the same may be made (including payment of the Trustee’s fees, attorneys’  fees and costs of title evidence), and in addition thereto, reasonable compensation to Agent, its agents and counsel, and all actual out of pocket expenses, advances, liabilities and sums made or furnished or incurred by Trustee, Agent or Lenders under this Deed of Trust and the Loan Agreement and the other Loan Documents, together with interest at the maximum rate permitted by law, and all taxes, assessments or other charges, except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold;

(b) In accordance with the applicable provisions of the Loan Agreement;

(c) To the payment of any other sums required to be paid by Grantor pursuant to  any provision of this Deed of Trust, or any other Loan  Document; and

(d) To the payment of the surplus, if any, to whomsoever may be lawfully entitled  to receive the same.

Section 4.3 Cumulative Remedies; Delay or Omission Not a Waiver

Section 4.4 Agent’s Remedies against Multiple Parcels

Section 4.5 No Merger

Article 5
MISCELLANEOUS

Section 5.1 Notices

Section 5.2 Governing Law

Section 5.3 Satisfaction of Deed of Trust

Section 5.4 Successors and Assigns Included in Parties; Third Party Beneficiaries

Section 5.5 WAIVER OF APPRAISEMENT, VALUATION, STAY, EXTENSION, AND REDEMPTION LAWS

Section 5.6 Interpretation with Other Documents

Section 5.7 Future Advances

Section 5.8 Changes

Section 5.9 CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES

(a) The Grantor irrevocably (i) submits to the jurisdiction of any state or federal court sitting in the State, or in such other location as may be specified in the Loan Agreement, in any action or proceeding arising out of or relating to this Deed of Trust, and the Grantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Loan Agreement.

(b) The provisions of the Loan Agreement contained in Sections 14.14 and 14.15 thereof are hereby incorporated by reference as if set out in their entirety in this Deed of Trust.

(c) To the extent that the Grantor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Grantor hereby irrevocably waives such immunity in respect of its obligations under this Deed of Trust.

(d) Grantor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Grantor as set forth in Section 5.1 hereof; and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(e) Nothing in this Section shall affect the right of the Agent to serve legal process in any other manner permitted by law or affect the right of the Agent to bring any action or proceeding against the Grantor or its property in the courts of any other jurisdiction.

Section 5.10 Time of Essence

Section 5.11 No Strict Construction

Section 5.12 Agent’s Right to Appear

Section 5.13 No Liability of Secured Parties

Section 5.14 Indemnity

Section 5.15 Variable Interest Rate

Section 5.16 Statutory Notice

Section 5.17 Limitation of Liability

Article 6
TRUSTEE PROVISIONS

Section 6.1 Liability of Trustee

Section 6.2 Retention of Money

Section 6.3 Successor Trustees

Section 6.4 Perfection of Appointment

Article 7
LOCAL LAW PROVISIONS

Section 7.1 Sale of Mortgaged Property

(a) Beneficiary may proceed as if all of the Mortgaged Property were real property, in accordance with subparagraph (d) below, or Beneficiary may elect to treat any of the Mortgaged Property which consists of a right in action or which is property that can be severed from the premises without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with subparagraph (c) below, separate and apart from the sale of real property, with the remainder of the Mortgaged Property being treated as real property at the sale.

(b) Beneficiary may cause any such sale or other disposition to be conducted immediately following the expiration of any grace period, if any, herein provided (or required by law) or Beneficiary may delay any such sale or other disposition for such period of time as Beneficiary deems to be in its best interest.  Should Beneficiary desire that more than one sale or other disposition be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interest.

(c) Should Beneficiary elect to cause any of the Mortgaged Property to be disposed of as personal property as permitted by subparagraph (a) above, it may dispose of any part thereof in any manner now or hereafter permitted by Article 9 of the UCC or in accordance with any other remedy provided by law.  Both Grantor and Beneficiary shall be eligible to purchase any part of all of such property at any such disposition.  Any such disposition may be either public or private as Beneficiary may so elect, subject to the provisions of the UCC.  Beneficiary shall give Grantor at least ten (10) days prior written notice of the time and place of any public sale or other disposition of such property or of the time at or after which any private sale or any other intended disposition is to be made, and if such notice is sent to Grantor it shall constitute reasonable notice to Grantor.

(d) Should Beneficiary elect to sell the Mortgaged Property which is real property or which Beneficiary has elected to treat as real property, upon such election Trustee shall give such notice of Default and election to sell as may then be required by law.  Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, Trustee, at the time and place specified in the notice of sale, shall sell such Mortgaged Property, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in

lawful money of the United States, subject, however, to the provisions of Section 4.1(a) hereof.  Trustee, for good cause may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor.  If the Mortgaged Property consists of several lots or parcels, Beneficiary may designate the order in which such lots or parcels may be offered for sale or sold, and may direct that such property be sold in one parcel, as an entirety, or in such parcels as Beneficiary, in its sole discretion, may elect.  Grantor expressly waives any right which it may have to direct the order in which any of the Mortgaged Property shall be sold, and its rights, if any, to require that the Mortgaged Property be sold as separate tracts, lots, units or parcels.  Any person, including Grantor, Trustee or Beneficiary, may purchase at the sale.  Upon any sale, Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession.

(e) In the event of a sale or other disposition of any such Mortgaged Property or any part thereof, and the execution of a deed or other conveyance pursuant thereto, the recitals in the deed or deeds of compliance with all requirements of law regarding the mailing of copies of notices or the publication of a copy of the notice of default or the personal delivery of the copy of the notice of default or the posting of copies of the notice of sale or the publication of a copy thereof shall constitute prima facie evidence of compliance with these requirements and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value and without notice.

(f) Upon any sale, whether made under the power of sale herein granted and conferred or by virtue of judicial proceedings, the receipt of the Trustee, or of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefore, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or non-application thereof.

Section 7.2 Environmental Defaults and Remedies

Section 7.3 Election to Proceed Under Section 2938 of the California Civil Code

(a) Beneficiary may send a demand notice in the form prescribed by Section 2938 to, in the case of enforcement under Section 2938(c)(3), one or more of the tenants of the Mortgaged Property, with a copy to Grantor and any other assignee under a recorded assignment of leases, rents, issues and profits with respect to the Mortgaged Property, or, in the case of enforcement under Section 2938(c)(4), to Grantor with a copy to any such other assignees in accordance with the procedures set forth therein.  Without limiting Beneficiary’s rights to any amounts received by Grantor after an Event of Default under this Deed of Trust, Grantor shall immediately turn over to Beneficiary any Rents received by Grantor from any tenant of the Mortgaged Property from and after Beneficiary’s enforcement of this Deed of Trust under either of such Sections 2938(c)(3) or (4), it being understood that Grantor shall be deemed to hold such amounts as trustee for Beneficiary until such amounts have been paid to Beneficiary.  In addition, Grantor shall also cause any collection agent for Grantor or any other person who has collected Rents for Grantor’s benefit relating to the period from and after Beneficiary’s enforcement of this Deed of Trust under either of such Sections 2938(c)(3) or (4), to turn such Rents over to Beneficiary.

(1) Notwithstanding anything to the contrary contained in this Deed of Trust, if Beneficiary shall proceed to enforce this Deed of Trust by means other than the appointment of a receiver and consequently receives Rents as a result thereof, and Beneficiary receives written demand from Grantor (or any other party entitled under law to make demand on Beneficiary) to pay the reasonable costs of protecting and preserving the Mortgaged Property, Beneficiary may elect either to pay (either directly to the party to whom owed, or by joint check payable to Grantor and such party) or authorize Grantor to pay, such costs, which shall consist exclusively of the cost of real property taxes assessed against the Mortgaged Property then due and payable, insurance premiums with respect to the Mortgaged Property then due and payable under policies required to be maintained under a Loan Document or otherwise maintained by Grantor in its exercise of prudent business practice, and other costs the payment of which is determined by Beneficiary to be necessary for the protection or preservation of the Mortgaged Property (such payments being referred to herein as “Protective Payments”), conditioned upon Grantor furnishing

to Beneficiary all information (such as invoices, bills, contracts, or purchase orders) reasonably necessary in order for Beneficiary to identify the party to whom payment is owed or the work, service or item for which payment is requested and to establish that such Protective Payments are required to be paid or authorized under this Section 7.3.  In the absence of manifest error, an expense of the Mortgaged Property, other than for property taxes and insurance, shall not be deemed necessary to preserve or protect the Mortgaged Property if such expense, together with all other expenses in the same line item or category incurred during the same calendar year (or other annual period to which such budget relates) was not reflected on the most recent annual budget, if any, required to be submitted by Grantor to Beneficiary under the Loan Documents for such year or annual period.  If Grantor is authorized to pay any Protective Payments under this Section 7.3, Beneficiary reserves the right to deposit the amounts necessary to pay such Protective Payments into an interest bearing checking account, in which Grantor shall have granted to Beneficiary a perfected, first priority security interest, from which Grantor shall be obligated to draw the funds necessary to pay such Protective Payments.  In the event that Beneficiary agrees or is required under any circumstances to pay or authorize the payment of any Protective Payments consisting of costs of improvement of the Mortgaged Property or any portion thereof (or any other costs the non-payment of which would entitle the payee to enforce mechanic’s or materialman’s liens or similar rights), Beneficiary shall be authorized, before paying or authorizing the payment of any such payments, to require compliance with standard construction loan disbursement conditions with respect to such costs, including without limitation the receipt of unconditional mechanics’ lien waivers with respect to the work for which such costs are to be paid.

(2) In no event shall Beneficiary be obligated to pay or authorize the payment of Protective Payments in excess of any Rents actually received by Beneficiary as a result of the enforcement of this Paragraph (b) of this Section 7.3.  Further, Protective Payments shall not be deemed to include, and Beneficiary shall not be obligated to pay or authorize the payment of Rents for, (x) any capital expenditures (such as for commissions, tenant or other capital improvements to the Mortgaged Property, or expenses in connection with the sale, leasing, or other transfer of the Mortgaged Property, or any portion thereof or interest therein), except to the extent necessary to pay, from Rents actually received by Beneficiary as a result of the enforcement of this Section 7.3, costs required for compliance with building and housing codes, if any, to the extent required under Section 2938 of the California Civil Code, or (y) any payments to Grantor or its affiliates for any work, services or goods furnished by any such party.

(3) Beneficiary shall have the right (but not the obligation) to make advances to preserve and protect the Mortgaged Property in excess of Rents received as a result of Beneficiary’s enforcement of its rights under this Deed of Trust, and Grantor agrees that any such protective advances shall constitute additional indebtedness of Grantor to Beneficiary repayable by Grantor on demand, and shall be secured by this Deed of Trust and any other Loan Documents the purpose of which is to secure the Obligations Secured.

(4) Nothing contained in this Section shall limit either (x) Beneficiary’s right to cease at any time any further enforcement of this Deed of Trust under Section 2938 by sending written notice of the cancellation thereof to each party to whom a demand notice

was sent, or (y) Beneficiary’s right to seek the appointment of a receiver, either of which, if enforced by Beneficiary, shall terminate Beneficiary’s obligations under Paragraph (a)(1)-(3).

(5) In no event shall any enforcement of Beneficiary’s rights under this Section, including without limitation the payment or authorization of payment of any Protective Payments, make Beneficiary a “mortgagee-in-possession” or limit, waive, or otherwise derogate any of Beneficiary’s other rights and remedies available to it under the Loan Documents or at law.  Grantor hereby acknowledges and agrees that the rights and remedies described in this Section set forth a reasonable procedure for the implementation of Section 2938, and to the extent inconsistent with the provisions thereof, Grantor hereby waives any such inconsistencies.  In no event shall any exercise of rights by the Beneficiary under this Section 7.3, including without limitation the payment or authorization of payment of any Protective Payments, be construed to require the Beneficiary to operate or manage the Mortgaged Property or be construed as an assumption by Beneficiary of any obligation to operate or manage the Mortgaged Property, and all liabilities and obligations in relation to the operation and management of the Mortgaged Property shall remain exclusively that of the Grantor (but provided that Grantor shall not be responsible for any liability arising out of the gross negligence or willful misconduct of Beneficiary in exercising its rights under this Section).

(b) Any Rents received by Beneficiary as a result of any such enforcement measures shall be applied as provided in the Loan Agreement; provided, however, that any Protective Payments paid or authorized by Beneficiary shall not be applied against, or credited to, any amounts necessary to cure any monetary default for purposes of reinstatement of the Debt under Section 2924(c) of the California Civil Code.

(c) Without in any way limiting Grantor’s other indemnification obligations set forth in this Deed of Trust and in the Loan Documents, Grantor shall indemnify, defend, and hold harmless Beneficiary, and its successors and assigns, from and against any and all losses, costs, expenses (including, without limitation, attorneys’ fees), damages, liabilities, or claims asserted against or suffered by Beneficiary (a) arising from any Protective Payments made, or authorized to be made, by Beneficiary, and (b) arising from any work performed or goods or services furnished in connection with the ownership or operation of the Mortgaged Property at any time during which Beneficiary shall be enforcing its rights under this Section 7.3;  provided, however, that this indemnification shall not apply to losses, costs, expenses, damages, liabilities or claims to the extent arising out of the gross negligence or willful misconduct of Beneficiary or any agent of Beneficiary in exercising the rights or performing the services described in clause (a) or (b) above.

(d) Without limiting the restrictions on assignment set forth in this Deed of Trust and in the Loan Documents, each assignee of any interest in the Rents shall acquire its interest in the Rents subject to the rights of the Beneficiary set forth in this Deed of Trust, and shall acquire no greater rights with respect to the payment of Protective Payments than the rights of Grantor set forth in this Section 7.3.

Section 7.4 Assignment to Beneficiary Controlling

Section 7.5 Grantor’s Third Party Waivers

(a) Subject to the Loan Documents, Beneficiary may perform any or all of the following acts at any time in its sole discretion, all without notice to Grantor, without affecting Grantor’s obligations under this Deed of Trust or any other Loan Documents and without affecting the Liens and encumbrances against the Mortgaged Property in favor of Beneficiary: 

(1) Beneficiary may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Debt or any part thereof;

(2) Beneficiary may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security;

(3) Beneficiary may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and Beneficiary may also bid at any such sale;

(4) Beneficiary may apply any payments or recoveries from Grantor, any other Loan Party, or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as Beneficiary may elect;

(5) Beneficiary may release any other Loan Party or any other person of its liability for the Obligations or any part thereof;

(6) Beneficiary may substitute, add or release any one or more guarantors or endorsers; and

(7) In addition to the Obligations, Beneficiary may extend other credit to any other Loan Party, and may take and hold security for the credit so extended, all without affecting Grantor’s liability hereunder or under the other Loan Documents and without affecting the liens and encumbrances against the Mortgaged Property hereunder or under the other Loan Documents.

(b) Grantor expressly agrees that the validity, enforceability or priority of the liens and encumbrances against the Mortgaged Property in favor of Beneficiary shall not be affected in any manner by or because of: 

(1) Any act or event which might otherwise discharge, reduce, limit or modify any Loan Party’s obligations hereunder or under the other Loan Documents or the liens and encumbrances against the Mortgaged Property in favor of Beneficiary;

(2) Any waiver, extension, modification, forbearance, delay or other act or omission of Beneficiary or any failure to proceed promptly or otherwise as against any Loan Party or any other person or any security;  or

(3) Any action, omission or circumstance which might increase the likelihood that Beneficiary might enforce the rights granted under this Deed of Trust or under the other Loan Documents or which might affect the rights or remedies of Grantor as against any other Loan Party.

(c) Grantor waives: 

(1) All statutes of limitations as a defense to any action or proceeding brought against Grantor or the Mortgaged Property by Beneficiary, to the fullest extent permitted by law;

(2) Any right it may have to require Beneficiary to proceed against any other Loan Party or any other person, proceed against or exhaust any security held from any other Loan Party or any person, or pursue any other remedy in Beneficiary’s power to pursue;

(3) Any defense based on any claim that Grantor’s obligations exceed or are more burdensome than those of Borrower or any other Loan Party;

(4) Any defense:  (A) based on any legal disability of any other Loan Party, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other Loan Party to Beneficiary from any cause, whether consented to by Beneficiary 

or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of Borrower or any of its affiliates, or any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding;

(5) Any defense based on any action taken or omitted by Beneficiary  in any Insolvency Proceeding involving any other Loan Party, including any election to have Beneficiary’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Beneficiary to any other Loan Party in any Insolvency Proceeding, and the taking and holding by Beneficiary of any security for any such extension of credit;

(6) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of  this Deed of Trust or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and

(7) Any defense based on or arising out of any defense that any other Loan Party may have to the payment of the Debt or performance of the Obligations.

(d) (1)  Upon any Event of Default, in its sole discretion, subject in all events to the terms and provisions of the Loan Agreement, without prior notice to or consent of Grantor, Beneficiary may elect to:  (A) foreclose either judicially or nonjudicially against any collateral securing the Obligations, (B) accept a transfer of any such collateral for the Obligations in lieu of foreclosure, (C) compromise or adjust the Obligations or any part thereof or make any other accommodation with any other Loan Party or any person, or (D) exercise any other remedy against any other Loan Party or any collateral for the Secured Obligations.  No such action by Beneficiary shall release or limit Beneficiary’s rights hereunder or under the other Loan Documents, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from another Loan Party or any other person for any sums paid to Beneficiary, whether contractual or arising by operation of law or otherwise.  Grantor understands and acknowledges that if Beneficiary forecloses judicially or nonjudicially against any real property security for the Obligations other than the Mortgaged Property (herein, “Other Mortgaged Property”), such foreclosure could impair or destroy any right or ability that Grantor may have to seek reimbursement, contribution or indemnification from the other Loan Party(ies) or others based on any right Grantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Grantor under this Deed of Trust.  Grantor further understands and acknowledges that such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust.  By executing this Deed of Trust, Grantor freely,

irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be liable under this Deed of Trust even though Beneficiary may foreclose judicially or nonjudicially against any Other Mortgaged Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary may commence to enforce this Deed of Trust; and (iii) acknowledges and agrees that Beneficiary and the Lenders are relying on this waiver in extending the credit facilities provided under the Loan Agreement and that this waiver is a material part of the consideration which Beneficiary and the Lenders are receiving therefor.  Grantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Beneficiary or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Obligations, provided that, solely with respect to the Mortgaged Property, such foreclosure or transfer in lieu of foreclosure was properly conducted in accordance with applicable law and the terms of the applicable Loan Document. 

(1) Grantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to Grantor’s obligations based on California Code of Civil Procedure §580d as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 64 (1968), on the grounds, among others, that Beneficiary should be estopped from pursuing Grantor because Beneficiary’s election to foreclose on the Other Mortgaged Properties or any other security pledged to Beneficiary by the other Loan Parties as security for the Debt and the Obligations may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Grantor.  By execution of this Deed of Trust, Grantor intentionally, freely, irrevocably, and unconditionally:  (i) waives and relinquishes that defense and agrees that this Deed of Trust shall secure the entire Debt and Obligations even though Beneficiary shall have foreclosed judicially or nonjudicially against any real or personal property collateral pledged by any of the other Loan Parties as security for the Debt or Obligations; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary may begin to enforce this Deed of Trust; and (iii) acknowledges and agrees that the rights and defenses waived by Grantor in this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure §§580a, 580b, 580d, or 726, or California Civil Code §2848.

(1) Beneficiary, until such time as the entire Debt is irrevocably, unconditionally, and indefeasibly paid in full, Grantor agrees to subordinate to such payment of Debt:  (A) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any other Loan Party on account of the Mortgaged Property encumbered by this Deed of Trust, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that Beneficiary may have against any other Loan Party or any person granting collateral for the Obligations; and (C) all rights to participate in any collateral now or later to be held by Beneficiary. 

(2) Grantor waives all rights and defenses arising out of an election of remedies by Beneficiary with respect to any real property security pledged by the other Loan Parties

as security for the Debt or Obligations (including, without limitation, the Other Mortgaged Properties), even though that election of remedies, such as nonjudicial foreclosure with respect to security for the Debt or Obligations, has destroyed Grantor’s rights of subrogation and reimbursement against the other Loan Parties by the operation of Section 580d of the California Code of Civil Procedure.

(3) Without limiting the foregoing, Grantor hereby waives any and all benefits, rights and defenses it may have to subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Grantor by reason of California Civil Code Sections 2787 to 2855, inclusive.

(e) Grantor expressly agrees that the validity, enforceability or priority of the liens and encumbrances against the Mortgaged Property in favor of Beneficiary shall not be affected in any manner by or because of:  Grantor waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Grantor to not more than the amount by which the unpaid Debt and Obligations exceeds the fair market value or fair value of the Other Mortgaged Properties, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of the Other Mortgaged Properties.  If Beneficiary is required to pay, return or restore to any other Loan Party or any other person any amounts previously paid under the Loan Documents because of any Insolvency Proceeding of any Loan Party, any stop notice or any other reason, the obligations of Grantor shall be reinstated and revived and the rights of Beneficiary shall continue with regard to such amounts, all as though they had never been paid.

(f)  Grantor’s obligations under this Deed of Trust are in addition to Grantor’s obligations under any other existing or future agreements, each of which shall remain in full force and effect until it is expressly modified or released in a writing signed by Beneficiary.  Beneficiary may exercise its remedies hereunder, without first proceeding against any other Loan Party, any other person or any collateral that Beneficiary may hold, and without pursuing any other remedy.  Beneficiary’s rights under this Deed of Trust shall not be exhausted by any action by Beneficiary until all Debt has been paid and all Obligations performed in full.

(g) Grantor acknowledges:  that it expects to benefit from the Beneficiary’s extension of the credit under the Loan Documents to Borrower because of its relationship to Borrower; that it is receiving substantial benefits (which are reasonably equivalent consideration for Grantor’s execution hereof) from the transaction of which that extension of indebtedness forms a part; and that it is executing this Deed of Trust in consideration of those benefits.

Section 7.6 Request for Notices

GRANTOR:

Fleischmann’s Vinegar Company, Inc.,
a Delaware corporation



By:

/s/ Michelle Mapes



Name:   Michelle Mapes



Title:      Chief Legal &
              Administration Officer