U. S. F. & G.
United States Fidelity & Guaranty Company
Baltimore, Maryland


To:

WHEREAS, in consideration of your making a loan of $_________ US Dollars pursuant to a certain agreement, entitled " the Underwriting and Placing Agreement" dated _________ (the"Underwriting and Placing Agreement") made between _______(as "Lender"), hereinafter referred to as "Obligee" and ________(as "Borrower"), hereinafter referred to as "Obligor", and as evidenced by a certain promissory note in the amount of $___________ US Dollars, dated ____ and maturing on ___________, ("the Promissory Note"), the undersigned United States Fidelity & Guaranty Company ("USFG"), hereinafter referred to as "Surety" hereby agree that:

In the event the Obligor fails to pay to the Obligee any sums required to be paid under the Promissory Note, the Surety undertakes irrevocably and unconditionally to indemnify the Obligee for one hundred percent (100%) of the debt said sums due and owing, plus interest at___ % per annum, to be paid annually, amortized over a period of five years from the date of this agreement.

Upon the occurrence of the Obligor's default, the Obligee shall be entitled to make a claim under this Bond with respect of the due amount arising by reason of such default and the Surety shall pay to the Obligee 100% of the due amount and the interest accrued, within (15) days from the date of the default.

The Surety hereby agrees that any such claim made by the Obligee of default by the Obligor, and upon the Surety's obtaining written confirmation by the Obligor that payment has not been made and that a default has occurred, will upon such confirmation be considered by the Obligee as sufficient proof of Obligor's default and Surety's obligation to indemnify the Obligee.

It is expressly understood by the parties to this agreement that the Surety has already obtained from the Obligor sufficient collateral and assets pertaining thereto, to its satisfaction, inducing the Surety to become obligated for such indemnification, so that as a result thereof, this Surety Bond is now valid and enforceable in favor of and by Obligee.

In the event the Surety pays to the Obligee any such sums of money under this agreement, then in that event the Surety shall be subrogated in the title, rights and causes of actions of whatever nature and kind, in place of the Obligee, as against the Obligor in connection with seeking reimbursement of any such payments made by the Surety.

This agreement is freely assignable and transferable, and remains in force irrespective of whether the Promissory Note, the Underwriting and Placing Agreement and this Guarantee Bond covered by this Guarantee are assigned and transferred to a third party and will remain in force in favor of any Successor Obligee until the underlying debt is satisfied and extinguished.

It is understood and agreed that in the event of there being any claim whatsoever under this Bond, payment will be made by the Surety to the Obligee in U.S. Dollars and that any dispute arising therefrom, with respect to the interpretation or enforcement of this Agreement, and the rights and obligations arising therefrom, shall be decided in a Court of competent jurisdiction, in the State of Maryland, pursuant to the Laws of The State of Maryland, U.S.A.

The place of performance and jurisdiction over this agreement, its interpretation and enforcement shall be considered to be the State of Maryland, U.S.A., provided however that The Obligee has the right, to take legal action against the Sureties or Re-insurers in any competent jurisdiction where the Sureties or Re-insurers are domiciled or doing business.

- GCMG Document Files