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200603191
<br />DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND
<br />SECURITY AGREEMENT
<br />THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
<br />FIXTURE FILING AND SECURITY AGREEMENT (this "Security Instrument ") is made
<br />as of this M— day of March, 2006, by GPH GRAND ISLAND PARK PLACE LLC, a
<br />Delaware limited liability company, having an address at Four Embarcadero Center, Suite 710,
<br />San Francisco, California 94111, as trustor ( "Borrower "), to LAWYERS TITLE
<br />INSURANCE CORPORATION, a Virginia corporation, as trustee ( "Trustee "), having an
<br />address at 2019 Walton Road, St. Louis, Missouri 63114 for the benefit of COLUMN
<br />FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New
<br />York, New York 10010, as collateral agent for itself and any other holder of the Note (as
<br />defined below) ( "Lender ").
<br />WITNESSETH:
<br />WHEREAS, this Security Instrument is given to secure a loan (the "Loan ") in
<br />the principal sum of ONE BILLION TWO HUNDRED MILLION AND NO /100 DOLLARS
<br />($1,200,000,000.00) advanced pursuant to that certain Loan Agreement, dated as of the date
<br />hereof, between Borrower and certain affiliates of Borrower ( "Co- Borrowers ") and Lender (as
<br />the same may be amended, restated, replaced, supplemented or otherwise modified from time to
<br />time, the "Loan Agreement ") and evidenced by those certain Promissory Notes, dated as of the
<br />date hereof, made by Borrower and Co- Borrowers in favor of Lender (collectively, as the same
<br />may be amended, restated, replaced, supplemented or otherwise modified from time to time, the
<br />"Note ");
<br />WHEREAS, Borrower desires to secure the payment of the Debt and the
<br />performance of all of its obligations under the Note, the Loan Agreement and the other Loan
<br />Documents (as herein defined); and
<br />WHEREAS, this Security Instrument is given pursuant to the Loan Agreement,
<br />and payment, fulfillment, and performance by Borrower and Co- Borrowers of their respective
<br />obligations thereunder and under the other Loan Documents are secured hereby, and each and
<br />every term and provision of the Loan Agreement, the Note, and that certain Assignment of
<br />Leases and Rents dated as of the date hereof made by Borrower in favor of Lender delivered in
<br />connection with this Security Instrument (as the same may be amended, restated, replaced,
<br />supplemented or otherwise modified from time to time, the "Assignment of Leases "), including
<br />the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations
<br />and warranties of the parties therein, are hereby incorporated by reference herein as though set
<br />forth in full and shall be considered a part of this Security Instrument (the Loan Agreement, the
<br />Note, this Security Instrument, the Assignment of Leases and Rents and all other documents
<br />evidencing or securing the Debt (including all additional mortgages, deeds of trust, deeds to
<br />secure debt and assignments of leases and rents) or executed or delivered in connection
<br />therewith, are hereinafter referred to collectively as the "Loan Documents ").
<br />NYLIBA 753775.3
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