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<br />under or in connection with that certain promissory note ( "Note ") dated as of August 15, 2002, in the
<br />maximum principal amount of $831,179.97, with interest as provided therein, executed by Three Circle I, Inc.
<br />and payable to Beneficiary or its order, together with the payment and performance of any other indebtedness
<br />or obligations incurred in connection with the credit accommodation evidenced by the Note, whether or not
<br />specifically referenced therein; and
<br />(b) payment and performance of all obligations of Trustor under this Deed of Trust, together with all
<br />advances, payments or other expenditures made by Beneficiary or Trustee as or for the payment or
<br />performance of any such obligations of Trustor; and
<br />(c) payment and performance of all obligations, if any, and the contracts under which they arise, which any
<br />rider attached to and recorded with this Deed of Trust recites are secured hereby; and
<br />(d) payment and performance of all future advances and other obligations that the then record owner of the
<br />Subject Property may agree to pay and /or perform (whether as principal, surety or guarantor) for the benefit of
<br />Beneficiary, when any such advance or other obligation is evidenced by a writing which recites that it is
<br />secured by this Deed of Trust; and
<br />(e) all modifications, extensions and renewals of any of the Secured Obligations (including without limitation,
<br />(i) modifications, extensions or renewals at a different rate of interest, or (ii) deferrals or accelerations of the
<br />required principal payment dates or interest payment dates or both, in whole or in part), however evidenced,
<br />whether or not any such modification, extension or renewal is evidenced by a new or additional promissory
<br />note or notes.
<br />2.02 Obligations. The term "obligations" is used herein in its most comprehensive sense and includes any
<br />and all advances, debts, obligations and liabilities heretofore, now or hereafter made, incurred or created,
<br />whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent,
<br />liquidated or unliquidated, determined or undetermined, joint or several, including without limitation, all
<br />principal, interest, charges, including prepayment charges and late charges, and loan fees at any time accruing
<br />or assessed on any Secured Obligation.
<br />2.03 Incorporation. All terms of the Secured Obligations are incorporated herein by this reference. All
<br />persons who may have or acquire an interest in the Subject Property are hereby deemed to have notice of the
<br />terms of the Secured Obligations and to have notice, if provided therein, that: (a) the Note or any other
<br />Secured Obligation may permit borrowing, repayment and reborrowing; and (b) the rate of interest on one or
<br />more of the Secured Obligations may vary from time to time.
<br />2.04 Maximum Secured Amount. The maximum amount secured by this Deed of Trust is twice the
<br />aggregate amount of the Note and each other instrument, agreement or obligation specifically described herein
<br />or in any rider attached to and recorded with this Deed of Trust, or otherwise incorporated herein by
<br />reference, including any of the foregoing which is incorporated into this Deed of Trust by a modification or
<br />similar document recorded subsequent to the date hereof. The maximum amount secured by this Deed of
<br />Trust shall not in any way imply that Beneficiary shall be obligated to advance any amount at any time.
<br />Advances or disbursements made by beneficiary to protect the security, under the terms hereof, shall not be
<br />deemed to be optional advances.
<br />ARTICLE III. ASSIGNMENT OF RENTS
<br />3.01 Assignment. For the purposes and upon the terms and conditions set forth herein, Trustor irrevocably
<br />assigns to Beneficiary all of Trustor's right, title and interest in, to and under all leases, licenses, rental
<br />agreements and other agreements of any kind relating to the use or occupancy of any of the Subject Property,
<br />whether existing as of the date hereof or at any time hereafter entered into, together with all guarantees of
<br />and security for any tenant's or lessee's performance thereunder, and all amendments, extensions, renewals
<br />and modifications thereto (each, a "Lease" and collectively, the "Leases "), together with any and all other
<br />rents, issues and profits of the Subject Property (collectively, "Rents "). This assignment shall not impose
<br />upon Beneficiary any duty to produce Rents from the Subject Property, nor cause Beneficiary to be: (a) a
<br />DEED OF TRUST With Assignment of Rents (05/01) Page 2
<br />07264, #7787507270
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