U.S. Small Business Administration U.S. Small Business Administration UNCONDITIONAL GUARANTEE

SBA Loan #

48507750-04

SBA Loan Name

Mt. Kenn Nursing, LLC

Guarantor

Mt. Kenn Nursing, LLC

Borrower

Mt. Kenn Property Holdings, LLC

Lender

Economic Development Corporation of Fulton County

Date

November 4, 2011

Note Amount

$2,274,000.00

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.

Release any Borrower or any guarantor of the Note;

D.

Compromise or settle with the 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 lienholder, at any price Lender chooses; and

H.

Exercise any rights it has, including those in the Note and other Documents.

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.

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 or other disposition of Collateral.

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)

The financial condition of Borrower or any guarantor was overstated or has adversely changed;

11)

Lender made errors or omissions in Loan Documents or administration of the Loan;

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.

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.

SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co-guarantor with Guarantor. Guarantor has no right of contribution from SBA.

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 singing 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 as Lender requires.

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 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.

GUARANTOR:

Mt. Kenn Nursing, LLC

By:

/s/ Christopher F. Brogdon

(L.S.)

Christopher F. Brogdon, Manager