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Exhibit 10.23
DEBTOR NAME AND
ADDRESS
SECURED
PARTY NAME AND ADDRESS
Brooke Credit Corporation
10950 Grandview Dr., Ste. #600
Overland Park, KS 66210
Type: o individual o
partnership þ corporation
o
State of
organization/registration (if applicable) DE
o if checked, refer to addendum for additional
Debtors and signatures.
COMMERCIAL SECURITY AGREEMENT
The date
of this Commercial Security Agreement (Agreement) is
09-27-2007.
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) o Debtor þ SunCoast Holdings, Inc., Brandywine
Insurance Holdings, Inc., SunCoast Capital, Inc., Patriot Risk
Services, Inc., Patriot Risk Management, Inc., and Patriot Risk
Management of Florida, Inc. (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
or 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 to 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, 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 Extension of Security Agreement
USE OF PROPERTY . The
Property will be used for o personal
þ business o agricultural o
purposes.
SIGNATURES. Debtor agrees to the terms on pages 1 and 2 of
this Agreement and acknowledges receipt of a copy of this
Agreement.
