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201203312
<br />DEED OF TRUST, FIXTURE FILING, SECURITY AGREEMENT AND ASSIGNMENT OF
<br />LEASES AND RENTS
<br />THIS DEED OF TRUST, FIXTURE FILING, SECURITY AGREEMENT AND
<br />ASSIGNMENT OF LEASES AND RENTS, dated as of April 27, 2011, is made by GTP
<br />INFRASTRUCTURE I, LLC, a Delaware limited liability company ("Grantor'), whose address
<br />is 750 Park of Commerce Blvd., Suite 300, Boca Raton, Florida 33487 Attention: Legal
<br />Department, to Fidelity National Title Insurance Company, (in such capacity, "Trustee'), whose
<br />address is: 106 W. 10' Street, Suite 1800, Kansas City, MO 64105 for the use and benefit of
<br />THE BANK OF NEW YORK MELLON, as Indenture Trustee on behalf of the Noteholders
<br />referred to below (in such capacity, `Beneficiary", which term shall be deemed to include
<br />successors and assigns as beneficiary under this Deed of Trust), whose address is ABS
<br />Structured Finance Services, 101 Barclay Street, Floor 4 West, New York, New York 10286,
<br />Attention: Alan Terezian. References to this "Deed of Trust" shall mean this instrument and
<br />any and all renewals, modifications, amendments, supplements, restatements, extensions,
<br />consolidations, substitutions, spreaders and replacements of this instrument.
<br />Backeround
<br />A. Grantor is the owner of (i) the fee simple estate in the parcel(s) of real property, if
<br />any, described on Schedule A attached (the "Owned Land"), and/or (ii) a leasehold estate,
<br />easement estate, or easement in gross in the parcel(s) of real property, if any, described on
<br />Schedule B-2 attached (the "Occupied Land"; the Owned Land and the Occupied Land are
<br />sometimes referred to herein collectively as the "Land") pursuant to the agreement(s) and
<br />instruments described on Schedule B-1 attached hereto (as the same may be amended,
<br />supplemented or otherwise modified from time to time with the prior written consent of
<br />Beneficiary, collectively, the "Occupancy Agreements"); and, other than buildings,
<br />improvements, structures and fixtures owned by lessees under Leases (as defined below), owns,
<br />leases or otherwise has the right to use all of the buildings, improvements, structures and fixtures
<br />now or subsequently located on the Land (the "Improvements"; the Land and the Improvements
<br />being collectively referred to as the "Real Estate").
<br />B. Pursuant to that certain Indenture dated as of February 17, 2010, by and among
<br />Beneficiary, GTP Infrastructure Issuer, LLC, a Delaware limited liability company, as Issuer,
<br />noteholders from time to time party thereto (the "Noteholders") and Toronto Dominion (Texas)
<br />LLC, as Administrative Agent for itself and on behalf of the Noteholders and the Beneficiary
<br />(the "Administrative Agent") (as the same may be amended, restated, replaced, supplemented,
<br />substituted, or otherwise modified from time to time, the "Indenture"), the Issuer has incurred
<br />indebtedness which may be evidenced by promissory notes, and may from time to time incur
<br />additional indebtedness and issue additional promissory notes in connection with the provisions
<br />of the Indenture (all such indebtedness, collectively, the "Advances" and notes as amended,
<br />restated, replaced, supplemented, substituted, or otherwise modified from time to time, and any
<br />notes issued pursuant to the Indenture after the date hereof, collectively, the "Notes"). The
<br />terms of the Indenture are incorporated by reference in this Deed of Trust as if the terms thereof
<br />were fully set forth herein. Capitalized terms not otherwise defined herein shall have the
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