USDA

RD-IL 1927-4

(Rev. 04-99)

The form of this Mortgage was prepared by the

Office of the General Counsel, United States

Department of Agriculture, and the material in

the blank spaces was inserted by or under the

direction of

     

.

Address:

*Position 5*

**REAL ESTATE MORTGAGE FOR ILLINOIS**

KNOW ALL PERSONS BY THESE PRESENTS , a not-for-profit corporation
created and existing under the laws of the State of Illinois, having its
registered office in County, Illinois, hereinafter called Borrower, for
and in consideration of loaned by the United States of America, United
States Department of Agriculture, hereinafter called Government, does by
these presents grant, bargain and sell, assign, transfer, convey,
release, mortgage, pledge, and set over unto the Government, and to it
successors and assigns forever, all of the properties now owned or
leased or hereafter acquired or possessed by the Borrower described as
follows:

[Granting Clause One]{.underline}

[Granting Clause Two]{.underline}

All right, title, and interest of the Borrower in any property, real,
personal, mixed, tangible, or intangible, of every nature and kind
whatsoever consisting of sites, and all fixed equipment and
appurtenances thereto, including easements, rights-of-way, permits,
franchises, and licenses obtained or to be obtained from private,
public, or semi-public agencies, bodies or individuals in the
County(ies) of , State of Illinois, and all such properties and assets
that the Borrower may hereafter acquire, with like effect as though now
owned by the Borrower and as though covered and conveyed hereby by
specific and apt descriptions, together with all revenues and service
charges which may arise or be had from the operation of the

facility of the Borrower and any and all extensions and additions
thereto.

To have and to hold forever.

The Borrower for itself, its successors and assigns warrants the title
to the aforesaid properties and assets against the lawful claims and
demands against all persons whomsoever and hereby covenants with the
Government that it has good right and lawful authority to sell and
convey the said premises.

Provides always, and these presents are upon the express condition that
if the Borrower shall pay the Government, its successors or assigns,
principal and interest according to the terms of one or more installment
promissory note(s), described as follows:

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  *[Date of            *[Principal            *[Annual Rate of         *[Due Date of Final
  Note]{.underline}*   Amount]{.underline}*   Interest]{.underline}*   Installment]{.underline}*

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said note(s) being payable to the order of the United States of America
at the Area Office, United States Department of Agriculture in

County, Illinois, and shall keep and perform all and singular the
covenants and agreements herein contained for the Borrower to keep and
perform, then these presents to be void, otherwise to remain in full
force and effect, and to constitute a lien of the United States of
America upon the granted premises and properties superior to all other
liens heretofore or hereafter arising.

> The covenants and agreements to be kept and performed are as follows:

1\. The Borrower shall comply with all state laws and regulations
applicable to the said facility and shall pay all taxes, charges, and
assessments as the same may become due.

2\. The Borrower shall continually operate and maintain the said
facility and any extensions thereof and additions thereto in good repair
and condition. It will be the responsibility of the Borrower to arrange
for the necessary funds for any excess installation costs resulting from
a failure to obtain adequate land, rights-of-way or subordinations.

3\. The Borrower shall keep all agreements, pledges, and covenants set
out in the Association Loan Resolution(s) of its Board of Directors of
the day of , ; the day of , ; the day of , ; and the day of ,
authorizing this mortgage and the installment promissory note(s) which
it secures, and will dispose of the funds described in said
resolution(s) only in the manner provided therein. The Borrower shall
not alter, amend, modify, or repeal the said resolution(s) without
written consent of the holder of said promissory note(s) and of the
Government so long as it is the holder or insurer of said promissory
note(s).

4\. The Borrower shall, at the request of the Government, make, convey,
and deliver unto the Government such additional mortgages, deeds, and
other security devices mortgaging its after acquired real and personal
property as the Government may require from time to time to further
secure the aforementioned promissory note(s).

5\. The Borrower shall use the loan evidenced by said promissory note(s)
solely for purposes authorized by the Government.

6\. The Borrower shall keep the property insured as required by the
Government and shall submit its insurance policies to the Government for
approval.

7\. The Borrower agrees that it shall pay promptly when due all taxes,
liens, judgments, encumbrances, and assessments lawfully attaching to or
assessed against the property and promptly deliver to the Government
without demand receipts evidencing such payments.

8\. The Borrower agrees that it shall pay promptly when due any
indebtedness to the Government hereby secured and shall indemnify and
save harmless the Government against any loss under its insurance
endorsement(s), if there be any, by reason of any default by the
Borrower. At all times, when the note(s) is held by an insured lender,
the Borrower shall continue to make payments on the note(s) to the
Government as collection agent for the holder(s). Any amounts due and
unpaid under the terms of the note(s), whether held by the Government or
by one or more insured lenders, may be credited by the Government on the
note and thereby constitute an advance by the Government for the account
of the Borrower. Any such advance by the Government shall bear interest
at the note rate from the date on which the advance was made to the date
of the payment to the Government. Whether or not the note(s) is insured
by the Government, it may at any time pay other amounts required herein
to be paid by the Borrower and not paid by said Borrower when due, as
well as any costs and expenses for the preservation, protection, or
enforcement of this lien, as advanced for the account of the Borrower,
and such advances shall bear interest at the note rate until paid to the
Government. All such advances by the Government as described in this
instrument, with interest, shall be immediately due and payable by the
Borrower to the Government without demand, at the place designated in
the note(s), and shall be secured hereby. No such advance of the
Government shall relieve the Borrower of its breach of its covenant to
pay. Such advance, with interest, shall be repaid from the first
available collections received from the Borrower. Otherwise, any payment
made by the Borrower may be applied on the note(s) or any indebtedness
to the Government secured hereby, in any order the Government
determines.

9\. The Borrower shall pay or reimburse the Government for any expenses
reasonably necessary or incidental to the protection of its lien and
priority thereof and to the enforcement of or the compliance with the
provisions hereof and of the note(s) and any supplemental agreement
(whether before or after default), including but not limited to costs of
evidence, of title to and survey of the property, costs of recording
this and other instruments, attorney fees, trustee\'s fees, court costs,
and expenses of advertising, selling, and conveying the property.

10\. The Borrower further agrees that no property herein described, any
portion thereof or interest therein, shall be assigned, sold,
transferred, or encumbered, voluntarily or otherwise, without the
written consent of the Government. The Government shall have the sole
and exclusive rights as mortgagee hereunder, including but not limited
to the power to grant consents, partial releases, subordinations, and
satisfactions, and no insured lender shall have any right, title, or
interest in or to the lien or any benefits thereof.

11\. Default hereunder shall constitute default under any other security
instrument held or insured by the Government and executed or assumed by
the Borrower covering real estate or personal property, and default
under any such other security instrument shall constitute default
hereunder.

12\. The Borrower further agrees that if it should at any time fail to
pay in part or installment of the principal of or interest on the said
promissory note(s) when due, or fail to perform all the covenants and
agreements herein, the whole sum of money hereby secured shall become
due and collectible at once, at the option of the Government, and this
mortgage may thereupon be foreclosed for the whole of said money,
interest, and costs without further notice. No delay or omission to
exercise any right or power accruing upon such default shall impair, or
shall be construed to be a waiver of any such default of acquiescence
therein.

13\. The lien created by this mortgage in favor of the Government is,
shall be, and shall remain prior to the lien of any mechanic,
materialman, contractor, sub‑contractor, laborer, or of any other
statutory lien.

14\. To maintain improvements in good repair and make repairs required
by the Government; operate the property in a good manner; and not to
abandon the property or cause or permit waste, lessening or impairment
of the security covered hereby.

15\. At all reasonable times the Government and its agents may inspect
the property and records of the Borrower to ascertain whether the
covenants and agreements contained herein or in any supplementary
agreement are being performed.

16\. The Government may extend and defer the maturity of and renew and
reamortize the debt evidenced by the note (with the consent of the
holder of the note when it is held by an insured lender) or any
indebtedness to the Government secured hereby, release from liability to
the Government any party so liable thereon, release portions of the
property from and subordinate the lien hereof, and waive any other
rights hereunder, without affecting the lien or priority hereof or the
liability to the Government of the Borrower or any other party for
payment of the note or indebtedness secured hereby.

17\. If at any time it shall appear to the Government that the Borrower
may be able to obtain a loan from a responsible cooperative or a private
credit source at reasonable rates and terms for loans for similar
purposes and periods of time, Borrower will upon the Government\'s
request apply for and accept such loan in sufficient amount to pay the
note and any indebtedness secured hereby and to pay for any stock
necessary to be purchased in a cooperative lending agency in connection
with such loan.

18\. SHOULD DEFAULT occur in the performance or discharge of any
obligation secured by this instrument, or should the Borrower be
declared a bankrupt or an insolvent, or make an assignment for the
benefit of creditors, the Government, at its option, may (a) declare the
entire amount unpaid under the note and any indebtedness to the
Government hereby secured immediately due and payable, (b) for the
account of Borrower incur and pay reasonable expenses for repair or
maintenance of and take possession of, operate or rent the property, (c)
upon application by it and production of this instrument, without other
evidence and without notice of hearing of said application, have a
receiver appointed for the property, with the usual powers of receivers
in like cases, (d) foreclose this instrument as provided herein or by
law, and enforce any and all other rights and remedies provided herein
or by present or future law.

19\. The Borrower further agrees that in case of a foreclosure of this
mortgage, or upon the filing of a petition of such foreclosure, a
receiver shall be appointed to take charge of the facility of the
Borrower, and any and all extensions thereof and additions thereto, at
once and to hold possession of and operate the same until foreclosure or
until the debt is fully paid, and all revenues and charges derived from
the operation of said facility, extensions, and/or additions, less the
costs and expenses of operation and maintenance and of the receivership,
shall be applied ratably on the debts secured hereby. The taking of
possession shall in no manner prevent or retard the Government in the
collection of said sums by foreclosure or otherwise. There shall be no
period of redemption.

20\. The proceeds of the foreclosure sale shall be applied in the
following order to the payment of (a) cost and expenses incident to
enforcing or complying with the provisions hereof, (b) any prior liens
required by law or a competent court to be so paid, (c) the debt
evidenced by the note and all indebtedness to the Government secured
hereby, (d) inferior liens of record required by law or a competent
court to be so paid, (e) at the Government\'s option, any other
indebtedness of Borrower owing to or insured by the Government, and (f)
any balance to Borrower. At foreclosure or other sale of all or any part
of the property the Government and its agents may bid and purchase as a
stranger and may pay the Government\'s share of the purchase price by
crediting such amount on any debts of Borrower owing to or insured by
the Government, in the order prescribed above.

21\. This instrument shall be subject to the present regulations of the
United States of America, United States Department of Agriculture and to
its future regulations not inconsistent with the express provisions
hereof.

22\. If any provision of this instrument or application thereof to any
person or circumstances is held invalid, such invalidity will not affect
other provisions or applications of the instrument which can be given
effect without the invalid provision or application, and to that end the
provisions hereof are declared to be severable.

IN TESTIMONY WHEREOF, of County, Illinois, has caused these presents to
be executed in its corporate name by its President and sealed with its
corporate seal, attested by its Secretary, all on the day of , .

By

, President

(SEAL)

Attested:

, Secretary

STATE OF ILLINOIS **}**

**}** ss:

COUNTY OF **}**

Before me, a Notary Public in and for said County and State, this day of

, , personally appeared the by , its President, and by , its Secretary,
and acknowledged the execution of the foregoing instrument for the
purposes set out therein.

Witness my hand and official seal.

NOTARY PUBLIC

(SEAL)

My commission expires: