Form RD 4279-14 FORM APPROVED

(02-08) OMB No. 0570-0017

RURAL DEVELOPMENT

UNCONDITIONAL GUARANTEE

  ----------------------------------- -----------------------------------
  Agency Loan \#                      

  Agency Loan Name                    

  Borrower                            

                                      

                                      

  Guarantor                           

  Guarantor Tax ID#                   

  Lender                              

  Date                                

  Note Amount                         
  ----------------------------------- -----------------------------------

1\. GUARANTEE

> Guarantor unconditionally guarantees payment to Lender of
> [%]{.underline} of all amounts owing under the Note including any
> costs. This Guarantee remains in effect until the Note is paid in
> full. Guarantor must pay all amounts due under the Note when Lender
> makes written demand upon Guarantor. Lender is not required to seek
> payment from any other source before demanding payment from Guarantor.

2\. NOTE

> The "Note" is the promissory note dated
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ in
> the principal
>
> amount of
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> Dollars, from Borrower to
>
> Lender. It includes all notes, including notes issued under the
> multi-note system, and any
>
> assumptions, renewal, substitution, or replacement of the notes.

According to the Paperwork Reduction Act of 1995, an agency may not
conduct or sponsor, and a person is not required to respond to a

collection of information unless it displays a valid OMB control number.
The valid OMB control number for this information collection is

0570-0017. The time required to complete this information collection is
estimated to average 30 minutes per response including the time for

reviewing instructions, searching existing data sources, gathering and
maintaining the data needed, and completing and reviewing the

collection of information.

3\. DEFINITIONS

> "Collateral" means any property taken as security for payment of the
> Note or any guarantee of the
>
> Note.
>
> "Guarantor" also includes single and multiple Guarantors who sign this
> Guarantee.
>
> "Loan" means the loan evidenced by the Note.
>
> "Loan Documents" means the documents related to the Loan signed by
> Borrower, Guarantor, or
>
> any other guarantor, or anyone who pledges Collateral.
>
> "Agency" means the Business and Cooperative Programs, an Agency of the
> United States
>
> Department of Agriculture, Rural Development.

4\. LENDER'S GENERAL POWERS

> With prior written consent from the Agency, Lender may take any of the
> following actions at any
>
> time, without notice to the Guarantor, without Guarantor's consent and
> without making demand
>
> upon Guarantor.
>
> A. Modify the terms of the Note or any other Loan Document except to
> increase the amounts
>
> due under the Note;
>
> B. Refrain from taking any action on the Note, the collateral, or any
> guarantee;
>
> C. Compromise or settle with the Borrower or any guarantor of the
> Note;
>
> D. Release any Borrower or any guarantor of the Note;
>
> E. Substitute or release any of the Collateral, whether or not Lender
> receives anything in return;
>
> F. Foreclose upon or otherwise obtain, and dispose of, any Collateral
> at public or private sale,
>
> with or without advertisement;
>
> G. Bid or buy at any sale of Collateral by Lender or any other lien
> holder, at any price Lender
>
> chooses; and
>
> H. Exercise any rights it has, including those in the Note and other
> Loan Documents.
>
> These actions will not release or reduce the obligations of Guarantor
> or create any rights or
>
> claims against Lender.

5\. FEDERAL LAW

> When the Agency is the holder, the Note and this Guarantee will be
> construed and enforced
>
> under Federal law, including Agency regulations. Lender or Agency may
> use state or local
>
> procedures for filing papers, recording documents, giving notice,
> foreclosing liens,
>
> and other purposes. By using such procedures, the Agency does not
> waive any federal immunity
>
> from state or local control, penalty, tax, or liability. As to this
> Guarantee, Guarantor may not
>
> claim or assert any local or state law against the Agency to deny any
> obligation, defeat any claim
>
> of the Agency, or preempt federal law.

6\. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES

> To the extent permitted by law,
>
> A. Guarantor waives all rights to:
>
> 1\) Require presentment, protest, or demand upon Borrower;
>
> 2\) Redeem any Collateral before or after Lender disposes of it;
>
> 3\) Have any disposition of Collateral advertised; and
>
> 4\) Require a valuation of Collateral before or after Lender disposes
> of it.
>
> B. Guarantor waives any notice of:
>
> 1\) Any default under the Note;
>
> 2\) Presentment, dishonor, protest, or demand;
>
> 3\) Execution of the Note;
>
> 4\) Any action or inaction on the Note or Collateral, such as
> disbursements, payment,
>
> nonpayment, acceleration, intent to accelerate, assignment, collection
> activity, and
>
> incurring enforcement expenses;
>
> 5\) Any change in the financial condition or business operations of
> Borrower or any
>
> guarantor;
>
> 6\) Any changes in the terms of the Note or other Loan Documents,
> except increases in
>
> the amounts due under the Note; and
>
> 7\) The time or place of any sale of other disposition of Collateral.
>
> C. Guarantor waives defenses based upon any claim that:
>
> 1\) Lender failed to obtain any guarantee;
>
> 2\) Lender failed to obtain, perfect, or maintain a security interest
> in any property offered
>
> or taken as Collateral;
>
> 3\) Lender or others improperly valued or inspected the Collateral;
>
> 4\) The Collateral changed in value, or was neglected, lost, destroyed
> or underinsured;
>
> 5\) Lender impaired the Collateral;
>
> 6\) Lender did not dispose of any of the Collateral;
>
> 7\) Lender did not conduct a commercially reasonable sale;
>
> 8\) Lender did not obtain the fair market value of the Collateral;
>
> 9\) Lender did not make or perfect a claim upon the death or
> disability of Borrower or
>
> any guarantor of the Note;
>
> 10\) Lender made errors or omissions in Loan Documents or
> administration of the Loan;
>
> 11\) The financial condition of Borrower or any guarantor was
> overstated or has adversely
>
> changed;
>
> 12\) Lender did not seek payment from the Borrower, any other
> guarantors, or any
>
> Collateral before demanding payment from Guarantor;
>
> 13\) Lender impaired Guarantor's suretyship rights;
>
> 14\) Lender modified the Note terms, other than to increase amounts
> due under the
>
> Note. If Lender modifies the Note to increase the amounts due under
> the Note
>
> without Guarantor's consent, Guarantor will not be liable for the
> increased
>
> amounts and related interest and expenses, but remains liable for all
> other
>
> amounts;
>
> 15\) Borrower has avoided liability on the Note; or
>
> 16\) Lender has taken an action allowed under the Note, this
> Guarantee, or other Loan
>
> Documents.

7\. DUTIES AS TO COLLATERAL

Guarantor will preserve the Collateral pledged by Guarantor to secure
this Guarantee.

Lender has no duty to preserve or dispose of any Collateral.

8\. SUCCESSORS AND ASSIGNS

Under this Guarantee, Guarantor includes heirs and successors, and
Lender includes its

successors and assigns.

9\. GENERAL PROVISIONS

> A. ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender
>
> incurs to enforce this Guarantee, including, but not limited to,
> attorney's fees and
>
> costs.
>
> B. AGENCY NOT A CO-GUARANTOR. Guarantor's liability will continue even
> if
>
> the Agency pays Lender. The Agency is not a co-guarantor with
> Guarantor.
>
> Guarantor has no right of contribution from the Agency.
>
> C. SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the
> Note or
>
> the Collateral until the Note is paid in full.
>
> D. JOINT AND SEVERAL LIABILITY. All individuals and entities signing
> as
>
> Guarantor are jointly and severally liable.
>
> E. DOCUMENT SIGNING. Guarantor must sign all documents necessary at
> any
>
> time to comply with the Loan Documents and to enable Lender to
> acquire, perfect, or
>
> maintain Lender's liens on Collateral.
>
> F. FINANCIAL STATEMENTS. Guarantor must give Lender financial
> statements or
>
> other information requested by the Lender. Failure by the Guarantor to
> submit the
>
> requested information can result in the Lender taking appropriate
> action consistent
>
> with applicable law.
>
> G. LENDER'S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any
>
> of its rights separately or together, as many times as it chooses.
> Lender may delay or
>
> forgo enforcing any of its rights without losing or impairing any of
> them.
>
> H. ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral
> statement
>
> to contradict or alter the written terms of the Note or this
> Guarantee, or to raise a
>
> defense to this Guarantee.
>
> I. SEVERABILITY. If any part of this Guarantee is found to be
> unenforceable, all
>
> other parts will remain in effect.
>
> J. CONSIDERATION. The consideration for this Guarantee is the Loan or
> any
>
> accommodation by Lender as to the Loan.

10\. GUARANTOR ACKNOWLEDGMENT OF TERMS

> Guarantor acknowledges that Guarantor has read and understands the
> significance of all
>
> terms of the Note and this Guarantee, including all waivers.

11\. GUARANTOR ACKNOWLEDGEMENT OF FEDERAL DEBT

> Guarantor acknowledges and agrees that any loss claim paid by the
> Agency on the Note
>
> shall be a Federal Debt owed by Guarantor. Guarantor agrees to
> immediately reimburse
>
> the Agency for the loss claim. The Agency may use all remedies
> available to it, including
>
> those under the Debt Collection Improvement Act, to recover the
> Federal Debt from the
>
> Guarantor. The Agency's right to collect from the Guarantor is
> independent of the
>
> Lender's rights to collect under the Note and will not be affected by
> any release by the
>
> Lender. Any Agency collection under this paragraph does not need to be
> shared with the
>
> Lender.

12\. SIGNATURE(S)

> By signing below, each individual or entity becomes obligated as
> Guarantor under this
>
> Guarantee.

**INSTRUCTIONS FOR PREPARATION**

This form is used for an unconditional guarantee, as described in RD
Instruction 4279-B,

§ 4279.149.

**[APPLICABLE TO BOTH PERSONAL AND CORPORATE GUARANTEES]{.underline}**

A. [No Alterations]{.underline}. You may not alter the text or make any
additions except to insert information

> required to complete the form.

B. [Insertions]{.underline}. Complete the form and the terms in
accordance with the Authorization.

C. [Information Grid]{.underline}. All applicable information on page 1
of the form. Most of the information

> will come from the Authorization. The information must be consistent
> in all documents---
>
> Authorization, Notes, and Guarantees.
>
> [Agency Loan Number]{.underline}. Copy from the Authorization.
>
> [Agency Loan Name]{.underline}. This must be the same as in the
> Authorization.
>
> The Agency Loan Name is the **first available** name from the
> following list:
>
> a\. The doing business as (dba) name (trade name) of the Operating
> Company
>
> b\. The actual (legal) name of the Operating Company
>
> c\. The "dba" name (trade name) of the Borrower
>
> d\. The actual (legal) name of the Borrower
>
> If there is more than one Borrower or Operating Company, use the first
> Borrower or Operating
>
> Company listed in the Authorization and apply the above rules.
>
> [Borrower]{.underline}. Insert the names of all Borrowers. DO NOT
> INCLUDE DBAs here. All
>
> Borrower names on page 1 of the form must be the same as in the Note.
>
> [Guarantor]{.underline}. Insert the legal names of individuals or
> entities who will be Guarantors [on this]{.underline}
>
> [guarantee]{.underline}. DO NOT INCLUDE DBAs here. All Guarantor names
> listed on page 1 of the
>
> form must be the same as in the signature block.
>
> [Lender]{.underline}. For B&I guaranteed loans, insert the name of the
> Lender.
>
> [Date]{.underline}. Insert the date the Guarantee is signed.
>
> [Note Amount]{.underline}. Insert, in numbers only, the principal
> amount of the loan.

Item 2. [NOTE]{.underline}. Complete the requested information, date of
promissory note, and the

principal amount of the note. The Note amount here must be the same as
the Note Amount on

page 1 of the form.

Item 12. [SIGNATURE]{.underline}. A signature section must be created,
and must be in accordance with

applicable law. The signature block must include the legal name of the
individual or entity

signing the Guarantee and, where applicable, the name and title of the
authorized representative

who will execute the document on its behalf. For instructions on how to
complete an

enforceable signature block that complies with applicable state law,
consult with the Regional

Attorney.