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200603561
<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 March 29, 2006 is made by GTP
<br />Acquisition Partners 11, LLC , a Delaware limited liability company ( "Grantor "), whose address
<br />is 1801 Clint Moore Road, 4215, Boca Raton, Florida 33487 Attention: General Counsel, to
<br />Lawyers Title Insurance Corporation (in such capacity, "Trustee "), for the use and benefit of
<br />JPMORGAN CHASE BANK, N.A., as Indenture Trustee on behalf of the Noteholders referred
<br />to below (in such capacity, `Beneficiary ", which term shall be deemed to include successors and
<br />assigns as beneficiary under this Deed of Trust), whose address is 4 New York Plaza, 6th floor,
<br />New York, NY 10004, Attention: Worldwide Securities Services /Structured Finance Services -
<br />Global -GTP. References to this "Deed of Trust" shall mean this instrument and any and all
<br />renewals, modifications, amendments, supplements, restatements, extensions, consolidations,
<br />substitutions, spreaders and replacements of this instrument.
<br />Background
<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 November 21, 2005 among
<br />Beneficiary, GTP Acquisition Partners I, LLC (the "Issuer "), and certain other parties named
<br />therein (as the same may be amended, restated, replaced, supplemented, substituted, or otherwise
<br />modified from time to time, the "Indenture "), Issuer has incurred indebtedness evidenced by
<br />promissory notes, and may from time to time incur additional indebtedness and issue additional
<br />promissory notes in connection with the provisions of the Indenture (as such notes may be
<br />amended, restated, replaced, supplemented, substituted, or otherwise modified from time to time,
<br />and any notes issued pursuant to the Indenture after the date hereof, collectively, the "Notes ").
<br />The holders of the Notes from time to time and their successors and assigns are hereinafter
<br />referred to as the "Noteholders ". The terms of the Indenture are incorporated by reference in
<br />this Deed of Trust as if the terms thereof were fully set forth herein. Capitalized terms not
<br />otherwise defined herein shall have the meanings ascribed thereto in the Indenture. References
<br />in this Deed of Trust to the "Default Rate" shall mean the rate of interest applicable to default
<br />advances or other defaulted amounts payable under the Indenture.
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