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201301835
<br /> THIS DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF
<br /> LEASES AND RENTS (this "Security Instrument") is made as of this (off day of March,
<br /> 2013, by GRAND ISLAND MOBILE HOME COMMUNITY, LLC, a Delaware limited
<br /> liability company, having its principal place of business at 2 W. Dry Creek Circle, Suite 200,
<br /> Littleton, Colorado 80120, as grantor, (together with its permitted successors and assigns,
<br /> "Borrower") to FIRST AMERICAN TITLE INSURANCE COMPANY, a California
<br /> corporation, as trustee, having an address at 13924 Gold Circle, Omaha, Nebraska 68144
<br /> ("Trustee"), for the benefit of CITIGROUP GLOBAL MARKETS REALTY CORP., having
<br /> an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its
<br /> successors and assigns, "Lender"), as beneficiary. All capitalized terms not defined herein shall
<br /> have the respective meanings set forth in the Loan Agreement (defined below).
<br /> RECITALS:
<br /> This Security Instrument is given to Lender to secure a certain loan in the original
<br /> principal amount of FIFTY-NINE MILLION FOUR HUNDRED THOUSAND AND
<br /> NO/100 DOLLARS ($59,400,000.00) (the "Loan") advanced pursuant to a certain loan
<br /> agreement among Borrower, certain co-borrowers (collectively, the "Co-Borrower") and Lender
<br /> (as the same may have been or may be amended, restated, replaced, supplemented or otherwise
<br /> modified from time to time, the "Loan Agreement"), which such Loan is evidenced by, among
<br /> other things, a certain Promissory Note executed by Borrower and Co-Borrower in connection
<br /> with the Loan Agreement (together with all extensions, renewals, replacements, restatements or
<br /> other modifications thereof whether one or more being hereinafter collectively referred to as the
<br /> "Note");
<br /> Borrower desires to secure the payment of the outstanding principal amount set
<br /> forth in, and evidenced by, the Loan Agreement and the Note together with all interest accrued
<br /> and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, the
<br /> Loan Agreement, this Security Instrument or any of the other Loan Documents (defined below)
<br /> (collectively, the "Debt") and the performance of all of the obligations of Borrower and Co-
<br /> Borrower due under the Note, the Loan Agreement and all other documents, agreements and
<br /> certificates executed and/or delivered in connection with the Loan (as the same may be amended,
<br /> restated, replaced, supplemented or otherwise modified from time to time, collectively, the
<br /> "Loan Documents"); and
<br /> This Security Instrument is given pursuant to the Loan Agreement, and payment,
<br /> fulfillment, and performance of the obligations due thereunder and under the other Loan
<br /> Documents are secured hereby in accordance with the terms hereof.
<br /> •
<br /> Article 1 — GRANTS OF SECURITY
<br /> Section 1.1. Property Mortgaged. Borrower does hereby irrevocably mortgage, grant,
<br /> bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Trustee, its
<br /> successors and assigns, for the benefit of Lender and its successors and assigns in and to the
<br /> 79582 000016 EMF US 44372868v1
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