INDEMNITY AGREEMENT This
Agreement entered into by and between the undersigned application or applicants
and/or indemnitors, herein called the undersigned, and Merchants Bonding
Company (Mutual), of Des Moines, Iowa, hereinafter called the Company, witnesseth:
The undersigned certifies that the foregoing statements and declarations are
true and, in consideration of the Company executing as surety the herein bond
applied for, does hereby promise and agree to pay an annual premium to the
Company until such time as the undersigned shall furnish the Company with
evidence satisfactory to it of the complete termination of its liability on
said bond. The undersigned further agrees to indemnify and save harmless the
said Company, in connection with any bond executed on behalf of the person or
entity named as applicant, for, from and against any and all losses, costs,
damages, and expenses of any nature whatsoever, including counsel fees and
expenses, and reimburse said Company for loss adjusting expenses and compensation
at the rate of $100.00 per day for officers and $50.00 per day for all other
personnel, which may accrue to the said Company by reason of the said Company
having become surety on said bonds. The undersigned hereby further agrees that
the vouchers or other evidence of payments made by the said Company under its
obligation of suretyship shall be conclusive evidence against the undersigned
of the fact and extent of the undersigned's liability to the said Company under
said obligation of the undersigned, whether said payments were made to
discharge a penalty thereunder, incurred in the investigation of a claim made
thereon or adjusting a loss or claim in connection therewith, or in completing
the work covered thereby, and whether voluntarily made or paid after suit and
judgment against said Company. If the Company shall set up a reserve to cover
any claim, suit or judgment under any such bonds, the undersigned will,
immediately upon demand, deposit with the Company a sum of money equal to such
reserve, such sum to be held by the Company as collateral security on such
bonds, and such sum and any other money or property which shall have been, or
shall hereafter be, pledged as collateral security on any such bond shall,
unless otherwise agreed in writing by the Company, be available, in the
discretion of the Company, as collateral security on any other bonds coming
within the scope of the Agreement. The Agreement shall constitute a Security
Agreement of the Company and also a Financing Statement, both in accordance
with the provisions of the Uniform Commercial Code of every jurisdiction
wherein such Code is in effect. This Agreement shall, if recorded, constitute a
consensual lien upon any and all real estate owned by the undersigned a the
time or such recording. However, the filing or recording of this Agreement
shall be solely at the option of the Company, and the failure to do so shall
not release or impair any of the obligations of the undersigned under the
Agreement or otherwise arising, nor shall such failure be in any manner in
derogation of the right of the Company under this Agreement or otherwise. The
user of the Agreement as a Security Agreement, Financing Statement or
consensual lien shall in no way abrogate, restrict or limit the rights of the
Company under the Agreement or at law or in equity. The undersigned waive all
right to claim any property, including homestead, as exempt from levy,
execution, sale or other legal process. It is further agreed that the terms and
conditions of the application shall also apply to increases and/or decreases in
the amounts of any and all bonds, and shall also apply to all renewals whether
the bond is continuous, renewed by Continuation Certificate or by the filing of
a new bond. The Company shall have the right, and is hereby authorized, but not
required to fill up any blanks left herein, and to correct any errors in the
description of any of said bonds, or in said premium or premiums, or in any
name or names, it being agreed that such insertion or corrections, when so
made, shall be prima facie correct. This application shall be liberally
construed so as to fully protect and indemnify the Company, its successors,
assigneds and reinsurers. The undersigned appoints any officer of the Company
as the attorney-in-fact of the undersigned with full right to execute on behalf
of the undersigned any document necessary to carry into effect the intent and
purposes of this Agreement. A facsimile copy of this document or the
signature(s) thereon, shall be deemed to be an original and/or original
signature(s) for all purposes. NOTICE: In requesting a bond from Merchants
Bonding Company (Mutual) you are hereby notified the Company may request a
consumer credit report for all applicants for underwriting purposes.