exv10w69






Exhibit 10.69




	 	 	 
	DEBTOR NAME AND ADDRESS

	 	SECURED PARTY NAME AND ADDRESS
	 
	 	 
	Patriot Risk Management, Inc. (“PRM”)

	 	Ullico Inc.
	PRS Group, Inc. (“PRS Group”)

	 	1625 Eye Street, NW
	Guarantee Insurance Group, Inc. (“GIGI”)

	 	Washington, DC 20006
	Patriot Risk Services, Inc.
	 	 
	Patriot Risk Management of Florida, Inc.
	 	 
	SunCoast Capital, Inc.
	 	 
	401 East Las Olas Blvd., Suite 1540
	 	 
	Ft. Lauderdale, FL 33301
	 	 






Type: o individual o  partnership þ  corporation


o        
               

state of organization/registration (if applicable)

                                                                               
                                                             

o  If checked, refer to addendum for additional

Debtors and signatures.




COMMERCIAL SECURITY AGREEMENT




The date of this Commercial Security Agreement (Agreement) is December 31, 2008.




SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of
this Agreement and the payment and performance of the following described Secured Debts that (check
one)    þ Debtor   o
                                                           
                      (Borrower) owes to Secured Party:




	o.	 	Specific Debts. The following debts and all extensions, renewals, refinancings,
modifications, and replacements (describe):
	 
	þ.	 	All Debts. All present and future debts, even if this Agreement is not referenced, the
debts are also secured by other collateral, or the future debt is unrelated to or of a different
type than the current debt. Nothing in this Agreement is a commitment to make future loans or
advances.




SECURITY INTEREST. To secure the payment and performance of the Secured Debts, Debtor gives Secured
Party a security interest in all of the Property described in this Agreement that Debtor owns or
has sufficient rights in which to transfer an interest, now or in the future, wherever the Property
is or will be located, and all proceeds and products of the Property. “Property” includes all
parts, accessories, repairs, replacements, improvements, and accessions to the Property; any
original evidence of title or ownership; and all obligations that support the payment on
performance of the Property. “Proceeds” includes anything acquired upon the sale, lease, license,
exchange, or other disposition of the Property; any rights and claims arising from the Property;
and any collections and distributions on account of the Property. This Agreement remains in effect
until terminated in writing, even if the Secured Debts are paid and Secured Party is no longer
obligated to advance funds in Debtor or Borrower.




 









 







PROPERTY DESCRIPTION. The Property is described as follows:





	þ.	 	Accounts and Other Rights to Payment: All rights to payment, whether or not earned by
performance, including, but not limited to, payment for property or services sold, leased,
rented, licensed, or assigned. This includes any rights and interests (including all liens)
which Debtor may have by law or agreement against any account debtor or obligor of Debtor.
	 
	þ.	 	Inventory: All inventory held for ultimate sale or lease, or which has been or will be supplied
under contracts of service, or which are raw materials, work in process, or materials used or
consumed in Debtor’s business.
	 
	þ.	 	Equipment: All equipment including, but not limited to, machinery, vehicles, furniture,
fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office and
record keeping equipment, parts, and tools. The Property includes any equipment described in a
list or schedule Debtor gives to Secured Party, but such a list is not necessary to create a
valid security interest in all of Debtor’s equipment.
	 
	þ.	 	Instruments and Chattel Paper: All instruments, including negotiable instruments and promissory
notes and any other writings or records that evidence the right to payment of a monetary
obligation, and tangible and electronic chattel paper.
	 
	þ.	 	General Intangibles: All general intangibles including, but not limited to, tax refunds, patents
and applications for patents, copyrights, trademarks, trade secrets, goodwill, trade names,
customer lists, permits and franchises, payment intangibles, computer programs and all
supporting information provided in connection with a transaction relating to computer programs,
and the right to use Debtor’s name.
	 
	þ.	 	Documents: All documents of title including, but not limited to, bills of lading, dock warrants
and receipts, and warehouse receipts.
	 
	o.	 	Farm Products and Supplies: All farm products including, but not limited to, all poultry and
livestock and their young, along with their produce, products, and replacements; all crops,
annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines,
and other supplies used or produced in Debtor’s farming operations.
	 
	þ.	 	Government Payments and Programs: All payments, accounts, general intangibles, and benefits
including, but not limited to, payments in kind, deficiency payments, letters of entitlement,
warehouse receipts, storage payments, emergency assistance and diversion payments, production
flexibility contracts, and conservation reserve payments under any preexisting, current, or
future federal or state government program.
	 
	þ.	 	Investment Property: All investment property including, but not limited to, certificated
securities, uncertificated securities, securities entitlements, securities accounts, commodity
contracts, commodity accounts, and financial assets.
	 
	þ.	 	Deposit Accounts: All deposit accounts including, but not limited to, demand, time,




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	 	 	savings, passbook, and similar accounts.






	þ.	 	Specific Property Description: The Property includes, but is not
limited by, the following (if required, provide real estate
description):
	 
	 	 	See also Addendum A dated of even date hereof attached hereto and incorporated herein by this
reference.
	 
	 	 	See Extension of Security Agreement dated of even date hereof attached hereto and incorporated
herein by this reference.




USE OF PROPERTY, The property will be used for o personal þ business o
agriculture o                     purposes.



SIGNATURES. Debtor agrees to the terms on all pages of this Agreement and acknowledges receipt of a
copy of this Agreement.




	 	 	 	 	 	 	 	 	 	 	 
	DEBTOR	 	 	 	SECURED PARTY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PATRIOT RISK MANAGEMENT, INC.,	 	 	 	ULLICO INC.,	 	 
	a Delaware corporation	 	 	 	a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	/s/ James M. Paul	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Steven M. Mariano
	 	 	 	 	 	Name: James M. Paul	 	 
	 

	 	Title: President and Chief Executive Officer
	 	 	 	 	 	Title: Senior V. P., Chief Operating Officer	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	PRS GROUP, INC.,

a Delaware corporation

 	 	 
	By:  	 	 	 
	 	Name:  	Steven M. Mariano 	 	 
	 	Title:  	Chairman	 	 
	 
	GUARANTEE INSURANCE GROUP, INC.,

a Delaware corporation

 	 	 
	By:  	 	 	 
	 	Name:  	Steven M. Mariano 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 



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	 	 	savings, passbook, and similar accounts.
	 
	þ.	 	Specific Property Description: The Property includes, but is not
limited by, the following (if required, provide real estate
description):
	 
	 	 	See also Addendum A dated of even date hereof attached hereto and incorporated herein by this
reference.
	 
	 	 	See Extension of Security Agreement dated of even date hereof attached hereto and incorporated
herein by this reference.





     USE OF PROPERTY, The ___ property will be used for o personal þ business o
agriculture o                     purposes.


SIGNATURES. Debtor agrees to the terms on all pages of this Agreement and acknowledges receipt of a
copy of this Agreement.




	 	 	 	 	 	 	 	 	 	 	 
	DEBTOR	 	 	 	SECURED PARTY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PATRIOT RISK MANAGEMENT, INC.,	 	 	 	ULLICO INC.,	 	 
	a Delaware corporation	 	 	 	a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven M. Mariano	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Steven M. Mariano
	 	 	 	 	 	Name:	 	 
	 

	 	Title: President and Chief Executive Officer
	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	PRS GROUP, INC.,

a Delaware corporation

 	 	 
	By:  	/s/ Eric S. Dawson
 	 	 
	 	Name:  	Eric S. Dawson 	 	 
	 	Title:  	Secretary 	 	 
	 
	GUARANTEE INSURANCE GROUP, INC.,

a Delaware corporation

 	 	 
	By:  	/s/ Steven M. Mariano
 	 	 
	 	Name:  	Steven M. Mariano 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 



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	PATRIOT RISK SERVICES, INC.,

a Delaware corporation

 	 	 
	By:  	/s/ Eric S. Dawson
 	 	 
	 	Name:  	Eric S. Dawson 	 	 
	 	Title:  	Secretary 	 	 
	 
	PATRIOT RISK MANAGEMENT OF FLORIDA, INC., a

Delaware corporation

 	 	 
	By:  	/s/ Steven M. Mariano
 	 	 
	 	Name:  	Steven M. Mariano 	 	 
	 	Title:  	Chairman 	 	 
	 
	SUNCOAST CAPITAL, INC.,

a Delaware corporation

 	 	 
	By:  	/s/ Steven M. Mariano
 	 	 
	 	Name:  	Steven M. Mariano 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 
	 



[Signature Page to Commercial Security Agreement (continued)]





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ADDENDUM A





     GENERAL PROVISIONS. Each Debtor’s obligations under this Agreement are independent of the
obligations of any other Debtor. Secured Party may sue each Debtor individually or together with
any other Debtor. Secured Party may release any part of the Property, and Debtor will remain
obligated under this Agreement. The duties and benefits of this Agreement will bind the successors
and assigns of Debtor and Secured Party. No modification of this Agreement is effective unless made
in writing and signed by Debtor and Secured Party. Whenever used, the plural includes the singular
and the singular includes the plural. Time is of the essence.



     APPLICABLE LAW. This Agreement is governed by the laws of the State of Delaware (without
regard to conflict of laws principles). In the event of a dispute, the exclusive forum, venue, and
place of jurisdiction will be the State of Delaware, unless otherwise required by law. If any
provision of this Agreement is unenforceable by law, the unenforceable provision will be severed
and the remaining provisions will still be enforceable.



     NAME AND LOCATION. Debtor’s name indicated on the cover page hereto is Debtor’s exact legal
name. If Debtor is an individual, Debtor’s address is Debtor’s principal residence. If Debtor is
not an individual, Debtor’s address is the location of Debtor’s chief executive offices or sole
place of business. If Debtor is an entity organized and registered under state law, Debtor has
provided Debtor’s state of registration on the cover page hereto. Debtor will provide verification
of registration and location upon Secured Party’s request. Debtor will provide Secured Party with
at least 30 days notice prior to any change in Debtor’s name, address, or state of organization or
registration.



     WARRANTIES AND REPRESENTATIONS. Debtor has the right, authority, and power to enter into this
Agreement. The execution and delivery of this Agreement will not violate any agreement governing
Debtor or Debtor’s property, or to which Debtor is a party. Debtor makes the following warranties
and representations which continue as long as this Agreement is in effect:




	(1)	 	Debtor is duly organized and validly existing in all jurisdictions in which Debtor does
business;
	 
	(2)	 	the execution and performance of the terms of this Agreement have been duly authorized, have
received all necessary governmental approval, and will not violate any provision of law or
order;
	 
	(3)	 	other than previously disclosed to Secured Party, Debtor has not changed Debtor’s name or
principal place of business within the last 10 years and has not used any other trade or
fictitious name; and
	 
	(4)	 	Debtor does not and will not use any other name without Secured Party’s prior written
consent.




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     Debtor owns all of the Property, and Secured Party’s claim to the Property is ahead of the
claims of any other creditor, except as otherwise agreed and disclosed to Secured Party prior to
any advance on the Secured Debts. The Property has not been used for any purpose that would violate
any laws or subject the Property to forfeiture or seizure.



     DUTIES TOWARD PROPERTY. Debtor will protect the Property and Secured Party’s interest against
any competing claim. Except as otherwise agreed, Debtor will keep the Property in Debtor’s
possession at the address indicated on the cover page of this Agreement. Debtor will keep the
Property in good repair and use the Property only for purposes specified on the cover page hereto.
Debtor will not use the Property in violation of any law and will pay all taxes and assessments
levied or assessed against the Property. Secured Party has the right of reasonable access to
inspect the Property, including the right to require Debtor to assemble and make the Property
available to Secured Party. Debtor will immediately notify Secured Party of any loss or damage to
the Property. Debtor will prepare and keep books, records, and accounts about the Property and
Debtor’s business, to which Debtor will allow Secured Party reasonable access.



     Debtor will not sell, offer to sell, license, lease, or otherwise transfer or encumber the
Property without Secured Party’s prior written consent. Any disposition of the Property will
violate Secured Party’s rights, unless the Property is inventory sold in the ordinary course of
business at fair market value. If the Property includes chattel paper or instruments, either as
original collateral or as proceeds of the Property, Debtor will record Secured Party’s interest on
the face of the chattel paper or instruments.



     If the Property includes accounts, Debtor will not settle any account for less than the full
value, dispose of the accounts by assignment, or make any material change in the terms of any
account without Secured Party’s prior written consent. Debtor will collect all accounts in the
ordinary course of business, unless otherwise required by Secured Party. Debtor will keep the
proceeds of the accounts, and any goods returned to Debtor, in trust for Secured Party and will not
commingle the proceeds or returned goods with any of Debtor’s other property. Secured Party has the
right to require Debtor to pay Secured Party the full price on any returned items. Secured Party
may require account debtors to make payments under the accounts directly to Secured Party. Debtor
will deliver the accounts to Secured Party at Secured Party’s request. Debtor will give Secured
Party all statements, reports, certificates, lists of account debtors (showing names, addresses,
and amounts owing), invoices applicable to each account, and any other data pertaining to the
accounts as Secured Party requests.



     If the Property includes farm products, Debtor will provide Secured Party with a list of the
buyers, commission merchants, and selling agents to or through whom Debtor may sell the farm
products. Debtor authorizes Secured Party to notify any additional parties regarding Secured
Party’s interest in Debtor’s farm products, unless prohibited by law. Debtor agrees to plant,
cultivate, and harvest crops in due season. Debtor will be in default if any loan proceeds are used
for a purpose that will contribute to excessive erosion of highly erodible land or to the
conversion of wetland to produce or to make possible the production of an agricultural commodity,
further explained in 7 CFR Part 1940, Subpart G, Exhibit M.



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     If Debtor pledges the Property to Secured Party (delivers the Property into the possession or
control of Secured Party or a designated third party), Debtor will, upon receipt, deliver any
proceeds and products of the Property to Secured Party. Debtor will provide Secured Party with any
notices, documents, financial statements, reports, and other information relating to the Property
Debtor receives as the owner of the Property.



     PERFECTION OF SECURITY INTEREST. Debtor authorizes Secured Party to file a financing statement
covering the Property. Debtor will comply with, facilitate, and otherwise assist Secured Party in
connection with obtaining possession or control over the Property for purposes of perfecting
Secured Party’s interest under the Uniform Commercial Code.



     INSURANCE. Debtor agrees to keep the Property insured against the risks reasonably associated
with the Property until the Property is released from this Agreement. Debtor will maintain this
insurance in the amounts Secured Party requires. Debtor may choose the insurance company, subject
to Secured Party’s approval, which will not be unreasonably withheld. Debtor will have the
insurance provider name Secured Party as loss payee on the insurance policy. Debtor will give
Secured Party and the insurance provider immediate notice of any loss. Secured Party may apply the
insurance proceeds toward the Secured Debts. Secured Party may require additional security as a
condition of permitting any insurance proceeds to be used to repair or replace the Property. If
Secured Party acquires the Property in damaged condition, Debtor’s rights to any insurance policies
and proceeds will pass to Secured Party to the extent of the Secured Debts. Debtor will immediately
notify Secured Party of the cancellation or termination of insurance. If Debtor fails to keep the
Property insured, or fails to provide Secured Party with proof of insurance, Secured Party may
obtain insurance to protect Secured Party’s interest in the Property. The insurance may include
coverages not originally required of Debtor, may be written by a company other than one Debtor
would choose, and may be written at a higher rate than Debtor could obtain if Debtor purchased the
insurance.



     AUTHORITY TO PERFORM. Debtor authorizes Secured Party to do anything Secured Party deems
reasonably necessary to protect the Property and Secured Party’s interest in the Property. If
Debtor fails to perform any of Debtor’s duties under this Agreement, Secured Party is authorized,
without notice to Debtor, to perform the duties or cause them to be performed. These authorizations
include, but are not limited to, permission to pay for the repair, maintenance, and preservation of
the Property and take any action to realize the value of the Property. Secured Party’s authority to
perform for Debtor does not create an obligation to perform, and Secured Party’s failure to perform
will not preclude Secured Party from exercising any other rights under the law or this Agreement.



     If Secured Party performs for Debtor, Secured Party will use reasonable care. Reasonable care
will not include any steps necessary to preserve rights against prior parties or any duty to take
action in connection with the management of the Property.



     If Secured Party comes into possession of the Property, Secured Party will preserve and
protect the Property to the extent required by law. Secured Party’s duty of care with respect to
the Property will be satisfied if Secured Party exercises reasonable care in the safekeeping of the
Property or in the selection of a third party in possession of the Property.



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     Secured Party may enforce the obligations of an account debtor or other person obligated on
the Property. Secured Party may exercise Debtor’s rights with respect to the account debtor’s or
other person’s obligations to make payment or otherwise render performance to Debtor, and enforce
any security interest that secures such obligations.



     PURCHASE MONEY SECURITY INTEREST. If the Property includes items purchased with the Secured
Debts, the Property purchased with the Secured Debts will remain subject to Secured Party’s
security interest until the Secured Debts are paid in full. Payments on any non-purchase money loan
also secured by this Agreement will not be applied to the purchase money loan. Payments on the
purchase money loan will be applied first to the non-purchase money portion of the loan, if any,
and then to the purchase money portion in the order in which the purchase money Property was
acquired. If the purchase money Property was acquired at the same time, payments will be applied in
the order Secured Party selects. No security interest will be terminated by application of this
formula.



     DEFAULT. Debtor shall be in default if an Event of Default continues under the terms of the
Commercial Loan Agreement signed by Debtor of even date herewith after the expiration of any
applicable notice, grace, and/or cure periods.



     REMEDIES. After Debtor defaults, and after Secured Party gives any legally required notice and
opportunity to cure the default, Secured Party may at Secured Party’s option do any one or more of
the following:




	(1)	 	make all or any part of the Secured Debts immediately due and accrue interest at the highest
post-maturity interest rate;






	(2)	 	require Debtor to gather the Property and make it available to Secured Party in a reasonable
fashion;






	(3)	 	enter upon Debtor’s premises and take possession of all or any part of Debtor’s property for
purposes of preserving the Property or its value and use and operate Debtor’s property to
protect Secured Party’s interest, all without payment or compensation to Debtor;






	(4)	 	use any remedy allowed by state or federal law, or provided in any agreement evidencing or
pertaining to the Secured Debts.





     If Secured Party repossesses the Property or enforces the obligations of an account debtor,
Secured Party may keep or dispose of the Property as provided by law. Secured Party will apply the
proceeds of any collection or disposition first to Secured Party’s expenses of enforcement, which
includes reasonable attorneys’ fees and legal expenses to the extent not prohibited by law, and
then to the Secured Debts. Debtor (or Borrower, if not the same) will be liable for the deficiency,
if any.



     By choosing any one or more of these remedies, Secured Party does not give up the right to use
any other remedy. Secured Party does not waive a default by not using a remedy.



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     WAIVER. Debtor waives all claims for damages caused by Secured Party’s acts or omissions where
Secured Party acts in good faith.



     NOTICE AND ADDITIONAL DOCUMENTS. Where notice is required, Debtor agrees that 10 days prior
written notice will be reasonable notice to Debtor under the Uniform Commercial Code. Notice to one
party is notice to all parties. Debtor agrees to sign, deliver, and file any additional documents
and certifications Secured Party considers necessary to perfect, continue, or preserve Debtor’s
obligations under this Agreement and to confirm Secured Party’s lien status on the Property.







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EXTENSION OF SECURITY AGREEMENT




December 31, 2008




     For value received, the Debtor hereby grants the Secured Party a security interest in the
following additional collateral:



     All capitalized terms used herein but not defined shall have the meaning ascribed to them in
the Commercial Loan Agreement and Addendum thereto entered into between Debtors and Secured Party
on the date hereof.



     As used in this Agreement, the term “Debtor” shall collectively and jointly refer to
Patriot Risk Management, Inc. (“PRM”), PRS Group, Inc. (“PRS Group”), Guarantee
Insurance Group, Inc. (“GIGI”), Patriot Risk Services, Inc., Patriot Risk Management of
Florida, Inc., and SunCoast Capital, Inc. (“SunCoast”) and their respective successors and
assigns, and all obligations under this Agreement shall be the joint and several obligations of
each such entity.



     As used in this Agreement, the term “Collateral” means all of Debtor’s respective
right, title and interest in, to and under all property and assets granted as collateral security
for the Loan, whether real intangible or tangible personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the form of a security
interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, Chattel mortgage,
collateral Chattel mortgage, Chattel trust, tractor’s lien, equipment trust, conditional sale,
trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a
security device, or any other security or lien interest whatsoever, whether created by law,
contract, or otherwise. Collateral shall also include, but not be limited to all of Debtor’s
respective right, title and interest in, to and under the following, whether now owned or at any
time hereafter acquired:



     (a) All of Debtor’s personal property, whether tangible or intangible, and all of Debtor’s
interest in property and fixtures, now owned or existing or hereafter acquired and wherever
located, including without limitation, the following: (i) all furniture, inventory, machinery,
vehicles, equipment, goods and supplies; (ii) all accounts, including without limitation, the
Debtor’s Depository Account; (iii) all instruments, documents (including, without limitation, the
customer files), policies and certificates of insurance, securities, negotiable instruments, money,
Chattel paper, investment property, deposits, warehouse receipts and things in action; (iv) all
general intangibles and rights to payment or proceeds of any kind, including without limitation,
rights to insurance premiums, rights to insurance and reinsurance proceeds, dividends,
distribution, proceeds and letter of credit proceeds; (v) all documents and contract rights and
interests of any kind, including without limitation, the rights and interests set forth in any
agency/producer agreement and insurance policy, and the rights and interests set forth in all
Material Agency Agreements and in all Managing Agreements with any Insurance Entity; (vi) all
intellectual property rights and similar assets, including without limitation trademark rights,
service mark rights, rights to licenses and rights to names, customer lists, trade secrets,
goodwill, trade names, permits and franchises, payment intangibles, computer programs, etc.; (b)
All of PRM’s right, title and interest in GIGI and PRS Group, whether evidenced by stock
certificates or otherwise, together with all dividends and other income, payments and distributions
of any kind payable to PRM in its capacity as the sole stockholder of GIGI and PRS Group; (c) All
of



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GIGI’s right, title and interest in GIC whether evidenced by stock certificates or otherwise,
together with all dividends and other income, payments and distributions of any kind payable to
GIGI in its capacity as the sole stockholder of GIC; (d) All telephone numbers, rights to the lease
of office space, post office boxes or other mailing addresses, rights to trademarks and use of
trade names, rights to software licenses, and rents received by Debtor for the lease of office
space; (e) All deposit accounts, disbursement accounts, accounts receivable, commission
receivables, economic interest of Debtor, all Chattel paper, contract rights, instruments,
documents, general intangibles, inventory and goods in process of Debtor, whether now in existence
or owned or hereafter coming into existence or acquired, wherever located, and all returned goods,
and repossessions and replacements thereof; (f) All commissions, policy fees, service fees,
underwriting fees, claims fees, administrative and processing fees, fronting fees, risk management
and loss/cost control fees, investment income, management fees (including without limitation, case
and captive management fees), premium finance revenues, reinsurance brokerage commissions and all
other revenue (collectively, “Revenue”) payable to Debtor and any assignment thereof; (g)
All “MGA Operations” being defined hereunder as Debtor’s policy administration agreements,
related service fees, and any agency, producer, broker, and managing general agency agreements or
similar such contracts (collectively, “Managing Agreements”) with any insurance company,
reinsurance company, managing general agency, broker or other insurance supplier (collectively,
“Insurance Entities”), the policies Debtor has written or placed pursuant to such
agreements, the right to commissions and policy fees (new, renewal, additional or other) for any of
the foregoing, and Debtor’s customer list and policy information for said customers, and with
respect to all of the foregoing, whether now owned by Debtor or at any time hereafter acquired; (h)
Any property, tangible or intangible, in which Debtor grants Lender a security interest in any
other Loan Document; (i) All “Premium Finance Operations” being defined hereunder as
Debtor’s or their affiliates’ existing or future premium finance business, all tangible and
intangible property associated therewith, and all Revenue (less amounts due Insurance Entities)
derived directly or indirectly therefrom; and (j) All additions, attachments, parts, repairs,
accessories, accession, replacement and substitutions to or for any of the foregoing and any
proceeds and products of the above-described property.




     For value received the Debtor hereby acknowledges and agrees that the Lender, without
liability to Debtor, may take actual possession of the Collateral without the necessity of
commencing legal action and that actual possession is deemed to occur when Lender or its agent
notifies Debtor of default, Debtor fails to cure such default within the time allowed hereunder,
and demands that the Collateral be transferred and paid directly to the Lender. Debtor agrees that,
upon Debtor’s default and failure to cure default within the time allowed hereunder, Lender may
without liability to Debtor, transfer any of the Collateral or evidence thereof into its own name
or that of its designee and/or demand, collect, convert, redeem, receipt for, settle, compromise,
adjust, sue for, foreclose or realize upon its collateral in its own name, its designee’s name or
in the name of Debtor. Lender, without appointing a receiver, shall be entitled, but is not
required, to take possession and control of the Collateral and collect the rents, issues, and
profits thereof. However, Lender shall be entitled, but is not required to have a receiver
appointed by a court of competent jurisdiction to take possession and control of the Collateral and
collect the rents, issues and profits thereof. In the event a receiver is appointed the amount so
collected by the receiver shall be applied under the direction of the court to the payment of any
judgment rendered or amount found due under the loan documents. However, under no circumstances
whatsoever shall the appointment of the receiver be considered to create



11









 




a control of Debtor’s business by Lender and at all times the receiver shall be an agent apart from
Lender and responsible only to the appointing court. Debtor shall cooperate fully with Lender or a
receiver and promptly endorse, set over, transfer and deliver to Lender or a receiver any
Collateral in Debtor’s possession or held by a third party. Debtor expressly agrees and
acknowledges Lender’s or a receiver’s right to Collateral, right to possession of Collateral and
right to operate Debtor’s business without the necessity of commencing legal action and without
Debtor’s further action or authorization.




     Notwithstanding anything herein to the contrary, Lender acknowledges and agrees that it shall
not be entitled to vote any shares of GIC, assert ownership or transfer ownership of the voting
shares of GIC until it has complied with any applicable Florida law, including without limitation,
filing a Form A and having it approved by the Florida Office of Insurance Regulation to the extent
applicable.




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