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05-30-2000 200200007 DEED OF edUST Page 2 Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Beneficiary. The word "Beneficiary" means Five Points Bank, its successors and assigns. Five Points Bank also is referred to as "Lender" in this Deed of Trust. Borrower. The word "Borrower" means each and every person or entity signing the Note, including without limitation JOHN B MCDERMOTT. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Guarantor. The word "Guarantor" means and includes without limitation any and all guarantors, sureties, and accommodation parties in connection with the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Trustor to Lender, including without limitation a guaranty of all or part of the Note. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all obligations of Trustor under the Guaranty and any amounts expended or advanced by Lender to discharge obligations of Trustor or expenses incurred by Trustee or Lender to enforce obligations of Trustor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. In addition to the Guaranty, the word "Indebtedness" includes all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, absolute or contingent, liquidated or unliquidated and whether Borrower may be liable individually or jointly with others, whether obligated as guarantor or otherwise, and whether recovery upon such Indebtedness may be or hereafter may become barred by any statute of limitations, and whether such Indebtedness may be or hereafter may become otherwise unenforceable. Specifically, without limitation, this Deed of Trust secures, in addition to the amounts specified in the Note, all future amounts Lender in its discretion may loan to Borrower, together with all interest thereon; however, in no event shall such future advances (excluding interest) exceed in the aggregate $450,000.00. The lien of this Deed of Trust shall not exceed at any one time $450,000.00. Lender. The word "Lender" means Five Points Bank, its successors and assigns. Note. The word "Note" means the Note dated May 30, 2000, in the principal amount of $426,847.04 from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the property, interests and rights described above in the "Conveyance and Grant" section. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. Trustee. The word 'Trustee" means Five Points Bank and any substitute or successor trustees. Trustor. The word 'Trustor" means any and all persons and entities executing this Deed of Trust, including without limitation all Trustors named above. Any Trustor who signs this Deed of Trust, but does not sign the Note, is signing this Deed of Trust only to grant and convey that Trustor's interest in the Real Property and to grant a security interest in Trustor's interest in the Rents and Personal Property to Lender and is not personally liable under the Note except as otherwise provided by contract or law. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PERFORMANCE OF A GUARANTY FROM TRUSTOR TO LENDER, AND DOES NOT DIRECTLY SECURE THE OBLIGATIONS DUE LENDER UNDER THE NOTE, (2) PAYMENT OF THE INDEBTEDNESS AND (3) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: TRUSTOR'S REPRESENTATIONS AND WARRANTIES. Trustor warrants that: (a) this -Deed of Trust is executed at Borrower's request and not at the request of Lender; (b) Trustor has the full power, right, and authority to enter into this Deed of Trust and to hypothecate the Property; (c) the provisions of this Deed of Trust do not conflict with, or result in a default under any agreement or other instrument binding upon Trustor and do not result in a violation of any law, regulation, court decree or order applicable to Trustor; (d) Trustor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Trustor about Borrower (including without limitation the creditworthiness of Borrower). TRUSTOR'S WAIVERS. This Deed of Trust secures a guaranty and does not directly secure the Indebtedness due Lender under the Note. Trustor waives any and all rights and defenses arising by reason of (a) any "one— action" or " anti — deficiency" law, or any other law that may prevent Lender from bringing any action or claim for deficiency against Trustor, (b) any election of remedies by Lender which may limit Trustor's rights to proceed against any party indebted under the Note, or (c) any disability or defense of any party indebted under the Note, any other guarantor or any other person by reason of cessation of the Indebtedness due under the Note for any reason other than full payment of the Note. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall strictly perform all of Trustor's obligations under the Guaranty and under this Deed of Trust. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor and Borrower agree that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (a) remain in possession and control of the Property, (b) use, operate or manage the Property, and (c) collect any Rents from the Property.