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INRE:
DELTA PRODUCE, LP\
DEBTORS.
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION
CASE NO. 12-50073
CHAPTER 11 CASE
MOTION OF FLATIRON CAPITAL, A DIVIION OF
WELLS FARGO BANK, N.A., FORAN ORDER PURSUANT
TO 11 U.S.C. 361, 362 AND 503 GRANTING IT RELIEF FROM THE
AUTOMATIC STAY, OR IN THE ALTERNATIVE, ADEQUATE
PROTECTION, INCLUDING AN ALLOWED ADMINISTRATIVE CLAIM
AND DIRECTING IMMEDIATE PAYMENT THEREOF
TO THE HONORABLE LEIF M. CLARK, UNITED STATES BANKRUPTCY JUDGE
INTRODUCTION
1. Flatiron Capital, a division of Wells Fargo Bank, N.A. ("Flatiron") files its motion (the
"Motion") for an order granting Flatiron: (I) relief from the automatic stay pursuant to 11 U.S.C. 362(d) and
Rule 4001 of the Federal Rules of Bankruptcy Procedure ("FRBP") permitting Flatiron to enforce its rights
pursuant thereto, including, but not limited to: (i) the acceleration of all amounts due from Delta Produce, L.P.
("Delta") and Superior Tomato Avocado, Ltd. ("Superior") to Flatiron pursuant to the Premium Finance
Agreements (defined below); (ii) the cancellation of the Insurance Policies (defined below); and (iii) recovering,
receiving and collecting all unearned premiums as a result of canceling the Insurance Policies and apply same to
amounts due to Flatiron from Delta and Superior; or alternatively, pursuant to 11 U.S.C. 361 granting Flatiron
adequate protection; including, pursuant to 11 U.S.C. 503(a), and (b); (i) granting Flatiron administrative
claims plus late charges, fees and expenses and reasonable attorneys' fees and expenses, and (ii) directing
immediate payment thereof; respectfully states as follows.
1
Debtors include the following entities: Delta Produce, L.P.- Case No. 12-50073, and Supelior Tomato Avocado, Ltd.- Case No. 12-50074.
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PROCEDURE
2. On January 3, 2012 (the "Petition Date"), Delta and Superior filed voluntary petitions for relief
pursuant to 11 U.S.C. 1101 et seq. (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Western District of Texas (the "Court").
3. Since the Petition Date, Delta and Superior have continued in the management and operation of
their business pursuant to 11 U.S.C. 1107 and 1108. Their cases are jointly administered.
4. As of the date of this Motion, no committees have been appointed in this bankruptcy case.
JURISDICTION
5. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334. This
is a core proceeding pursuant to 28 U.S.C. 157(b). Venue of this proceeding is proper pursuant to 28 U.S.C.
1408 and 1409.
BACKGROUND
6. Prior to the Petition Date, Delta and Superior and Flatiron entered into Premium Finance
Agreements, Security Agreements, Disclosure Statement and Limited Power of Attorney, dated April 12, 2011
(the "Premium Finance Agreements") copies of which are attached as Exhibits "A" and "B".
7. The specific purpose of the Premium Finance Agreements was to provide premium financing
for the Debtor's insurance policies (the "Insurance Policies"), as follows:
Insurance Co Type Policy No. Effective Premium Finance
Date Fees
Delta: Cincinnati Ins Co CPP1051872 4/5/2011 $48,662.00 $0
Cincinnati Ins Co Auto CPA1051872 4/5/2011 $210,560.00 $0
Travelers Casualty and BME17471 4/5/2011 $3,751.00 $0
Surety Co B830TIL11
Hanover Ins Co. 1HD766488900 4/5/2011 $19,420.00 $0
Continental Casualty Co Umbrella L4018089557 4/5/2011 $63,781.00 $0
(CNA)
Su.uerior: Continental Casualty Co CPP1051873 4/5/2011 $30,197.00 $0
(CNA)
Continental Casualty Co CPA1051873 4/5/2011 $86,376.00 $0
(CNA)
Hanover Ins Co 1HD766489200 4/5/2011 $16,029.00 $0
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8. Pursuant t o ~ ~ 3 and 5 of the Premium Finance Agreements, Delta and Superior are obligated to
make monthly payments to Flatiron in the amount of$29,776.57 and $11,439.74, respectfully.
9. Pursuant t o ~ 4 of the Premium Finance Agreements, Delta and Superior granted to Flatiron a
first priority security interest in and to, inter alia, the Insurance Policies, all unearned premiums, return
premiums, dividend payments and loss payments (the "Collateral"). As such, Flatiron is a secured creditor of
Delta and Superior.
10. Pursuant t o ~ 15 of the Premium Finance Agreements, Delta and Superior irrevocably appointed
Flatiron as their attorney in fact, with the power upon default by Delta and Superior to: (i) cancel the Insurance
Policies; (ii) sign or otherwise execute documents; and (iii) collect or receive unearned premiums, dividend
payments and loss payments which may become payable under the Insurance Policies.
11. Pursuant to ~ ~ 9 and 10 of the Premium Finance Agreements, in the event of a default, Delta
and Superior are liable to Flatiron for late charges equal to 5% for each missed payment, as well as its
reasonable attorneys' fees and expenses.
12. As of the date of this Motion, Delta and Superior has failed and refused to pay amounts which
became due on January 5, 2012 and February 5, 2012 in the amount of $59,553.14 and $22,879.48, respectively
(the "Amount Due").
I. THE AUTOMATIC STAY SHOULD BE VACATED AND FLATIRON SHOULD
BE PERMITTED TO CANCEL THE INSURANCE POLICIES AND EXERCISE ITS
REMEDIES PURSUANT TO THE PREMIUM FINANCE AGREEMENTS OR FLATIRON
MUST BE GRANTED ADEQUATE PROECTION
13. 11 U.S.C. 362(d)(2) states in pertinent part:
"(d) On request of a party in interest and after notice and a hearing, the court
shall grant relief from the stay provided under subsection (a) of this section,
such as by terminating, annulling, modifying, or conditioning such stay ...
(1) for cause, including the lack of adequate protection of an
interest in property of such party in interest;
(2) with respect to a stay of an act against property under
subsection (a) of this section, if-
(A) the debtor does not have an equity in such property; and
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(B) such property is not necessary to an effective
reorganization; or ... "
A. Cause Exists to Lift the Automatic Stay
14. Pursuant to 11 U.S.C. 362( d)(l ), the Court shall grant relief from the automatic stay for cause,
including the lack of adequate protection of an interest in the movant's property.
15. Delta and Superior are in default under the terms and conditions of the Premium Finance
Agreements for failure to pay the Amount Due.
16. As of January 31, 2012, the total amount due Flatiron from Delta and Superior pursuant to the
Premium Finance Agreements was $64,019.63 and $23,451.47, respectively, plus fees and expenses. As of the
January 31, 2012, Flatiron estimates that the value of the unearned premiums was approximately $60,699.00 and
$23,250.76, respectfully. As premiums are earned by the insurance carriers, Flatiron's equity position erodes
each day at a rate of $948.42 and $363.29 respectively. Accordingly, Flatiron lacks adequate protection in the
Collateral solely by virtue of this bankruptcy proceeding and Delta's and Superior's failure to make adequate
protection payments.
17. Based upon the foregoing, Flatiron respectfully submits that cause exists so that Flatiron must
be granted relief from the automatic stay;
B. The Debtor has no Equity in the Collateral and the
Collateral is Not Necessary for an Effective Reorganization
18. 11 U.S.C. 362(d)(2) states that with respect to a stay of an act against property, the Court shall
grant relief from the stay if: "(A) the debtor does not have an equity in such property; and (B) such property is
not necessary to an effective reorganization". 11 U.S.C. 362(d)(2).
19. Delta and Superior do not have an equity interest in the Insurance Policies or the unearned
premiums and the Insurance Policies are not essential to an effective reorganization. In re Air Vermont, 40 B.R.
335 (Bankr. Dt. Vermont 1984) (Creditor entitled to relief from automatic stay to recover insurance premiums in
which it had security interest under premium-financing agreement, where debtor had not given creditor adequate
protection, premiums were not necessary for effective reorganization and debtor had no equity in premiums).
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(B) such property is not necessary to an effective
reorganization; or ... "
A. Cause Exists to Lift the Automatic Stay
14. Pursuant to 11 U.S.C. 362(d)(l), the Court shall grant relief from the automatic stay for cause,
including the lack of adequate protection of an interest in the movant's property.
15. Delta and Superior are in default under the terms and conditions of the Premium Finance
Agreements for failure to pay the Amount Due.
16. As of January 31, 2012, the total amount due Flatiron from Delta and Superior pursuant to the
Premium Finance Agreements was $59,553.14 and $22,879.48, respectively, plus fees and expenses. As of the
January 31, 2012, Flatiron estimates that the value ofthe unearned premiums was approximately $69,045.64 and
$26,447.94, respectfully. As premiums are earned by the insurance carriers, Flatiron's equity position erodes
each day at a rate of $948.42 and $363.29 respectively. Accordingly, Flatiron lacks adequate protection in the
Collateral solely by virtue of this bankruptcy proceeding and Delta's and Superior's failure to make adequate
protection payments.
17. Based upon the foregoing, Flatiron respectfully submits that cause exists so that Flatiron must
be granted relief from the automatic stay.
B. The Debtor has no Equity in the Collateral and the
Collateral is Not Necessary for an Effective Reorganization
18. 11 U.S.C. 362( d)(2) states that with respect to a stay of an act against property, the Court shall
grant relief from the stay if: "(A) the debtor does not have an equity in such property; and (B) such property is
not necessary to an effective reorganization". 11 U.S.C. 362(d)(2).
19. Delta and Superior do not have an equity interest in the Insurance Policies or the unearned
premiums and the Insurance Policies are not essential to an effective reorganization. In re Air Vermont, 40 B.R.
335 (Bankr. Dt. Vermont 1984) (Creditor entitled to relief from automatic stay to recover insurance premiums in
which it had security interest under premium-financing agreement, where debtor had not given creditor adequate
protection, premiums were not necessary for effective reorganization and debtor had no equity in premiums).
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20. Based upon the foregoing, Flatiron respectfully submits that the automatic stay must be lifted
because: (a) Delta and Superior do not have any equity in the Insurance Policies; and (b) the Insurance Policies
are not necessary for an effective reorganization.
C. To the Extent that this Court Will not Grant Flatiron Relief
From the Automatic Stay, it Must Grant Flatiron Adequate
Protection Including an Administrative Claim
21. In the event that this Court will not grant Flatiron relief from the automatic stay, then it must
grant Flatiron adequate protection by directing Delta and Superior to make the monthly payments due pursuant
to the Premium Finance Agreements in the amount of$29,776.57 and $11,439.74, respectfully.
22. 11 U.S. C. 361 states in pertinent part:
When adequate protection is required under section 362, 363 or 364 of this title
of an interest of an entity in property, such adequate protection may be provided
by-
( 1) requiring the trustee to make a cash payment or periodic cash
payments to such entity, to the extent that the stay under section 362 of this title,
use, sale or lease under section 363 of this title, or any grant of a lien under
section 364 of this title results in a decrease in the value of such entity's interest
in such property; ...
23. As set forth above, Flatiron's equity position erodes each day at a rate of $948.42 and $363.29,
respectfully.
24. The appropriate form of adequate protection is the payments provided for in the Premium
Finance Agreement. Absent the agreed upon payments, Flatiron's equity position will continue to erode.
25. Based upon the foregoing, if this Court will not grant Flatiron relief from the automatic stay,
then it must grant Flatiron adequate protection by directing Delta and Superior to make the monthly payments
due pursuant to the Premium Finance Agreement in the amount of$29,776.57 and $11,439.74, respectfully.
26. As additional adequate protection, Flatiron is entitled to an order (i) granting it administrative
claims pursuant to 11 U.S.C. 503 (a) and (b) for the Amounts Due; and (ii) directing the immediate payment
of said administrative claims.
27. 11 U.S.C. 503(b) states in pertinent part:
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(b) After notice and a hearing, there shall be allowed, administrative
expenses, other than claims allowed under section 502(f) of this title, including
(1)(A) the actual, necessary costs and expenses of preserving the
estate, including --
(i) wages salaries, and commissions for services rendered
after the commencement of the case.
28. As set forth above the Amount Dues represents payment due from Delta and Superior to
Flatiron for the post-Petition Date period.
29. The Insurance Policies are necessary for the preservation of the Debtor's estate as each protect
Delta and Superior from loss and or liability to third parties.
30. Based upon the foregoing, Flatiron is entitled to an allowed administrative claims for the
Amounts Due.
CONCLUSION
WHEREFORE, Flatiron respectfully requests that this Court issue an order:
a. Pursuant to 11 U.S.C. 361 and 362(d) and FRBP 4001(a) granting Flatiron relief from
the automatic stay so that it may cancel the Insurance Policies and enforce its rights
pursuant to the Premium Finance Agreements; or in the alternative, granting Flatiron
adequate protection by directing Delta and Superior to make monthly payments to
Flatiron in the required amount;
b. Pursuant to 11 U.S.C. 503 granting Flatiron administrative claims for the Amounts
Due, plus late fees and expenses, including reasonable attorneys' fees and expenses;
c. Directing that the administrative claims be paid immediately; and
d. Granting Flatiron such other, further and different relief as this Court may deem just and
proper.
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Respectfully submitted,
WARREN, DRUGAN & BARROWS, P.C.
800 Broadway
San Antonio, Texas 78215
Telephone: (210) 226-4131
Facsimile: (210) 224-6488
By: __ l'l.... ___ r._.--'---_'1._- ___ _
Robert L. Barrows
State Bar No. 01833500
Attorneys for Flatiron Capital, a division of
Wells Fargo Bank, N.A.
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CERTIFICATE OF SERVICE
I certify that on the tJ ~ d a y of February, 2012, a true and correct copy of the foregoing document
was served via electronic means, if available, and/or by certified mail, return receipt requested, on the following:
Debtor:
Delta Produce, LP
201 S. Laredo St.
San Antonio, TX 78207
Debtor:
Superior Tomato Avocado,
Ltd.
2001 S. Laredo St.
San Antonio, TX 78207
Debtors' Attorney:
Allen M. DeBard
R. Glen Ayers, Jr.
William R. Davis, Jr.
Langley & Banack, Inc.
745 E. Mulberry, Suite 90
San Antonio, TX 78212
Debtors' Attorney:
Craig A. Stokes
Stokes Law Offices, LLP
3330 Oakwell Court, Suite 225
San Antonio, TX 78218
and by regular mail, postage prepaid, to the following parties:
20 Largest Unsecured Creditors
Harvest Crown Co., Inc.
P.O. Box 13578
Bakersfield, CA 93389
Harllee Packing, Inc.
P.O. Box 8
Palmetto, FL 34220
A&A Transportation, Inc.
4741 College Park
San Antonio, TX 78249
Slankard Produce Co., Inc.
1500 S. Zarzamora
San Antonio, TX 78207
Divine Ripe, LLC
700 S. Bridge St., Suite C
Hidalgo, TX 78557
Valero Marketing & Supply
P.O. Box 300
Amarillo, TX 79105-0300
Rio Queen Citrus
4012 E. Goodwin Rd.
Mission, TX 78574
Juniper Tomato Grower, Inc.
P.O. Box 38
Greensboro, FL 32330
J -C Distributing, Inc.
2731 N. Donna Ave.
Nogales, AZ 85621
Royal Flavor, LLC
2655 Melksee St.
San Diego, CA 92154
Kingdom Fresh Produce, Inc.
2243 North Goalie Rd., #A
Donna, TX 78537
Dimare Newman, Inc.
P.O. Box 517
Newman, CA 95360-0517
Delta Produce Marketing
2001 S. Laredo St.
San Antonio, TX 78207
United States Trustee:
Judy A. Robbins
P.O. Box 1539
San Antonio, TX 78295-1539
Bernardi & Association
557 E. Frontage Rd.
Nogales, AZ 85621
Frank's Distributing of Produce
P.O. Box 22020
Nogales, AZ 85628-2020
Mission Produce, Inc.
2500 Vineyard Ave., Suite 300
Oxnard, CA 93036
Del Camp Supreme, Inc.
672 W. Frontage Rd.
Nogales, AZ 85621
Alamo Leasing
2010 NW Military Hwy
San Antonio, TX 78213
IFCO Systems NA
5250 Tacco Drive
San Antonio, TX 78207
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Parties Requesting Notice
Randy A. Pulman
Elliott S. Cappuccio
Leslie Sara Hyman
Pulman Cappuccio Pullen &
Benson, LLP
2161 NW Military Hwy, Ste 400
San Antonio, TX 78213
David G. Aelvoet
Linebarger Goggan Blair &
Sampson, LLP
711 Navarro, Suite 300
San Antonio, TX 78205
Zachary B. Aoki
Thurman & Phillips, PC
8000 lli 10 West, Suite 1000
San Antonio, TX 78230
John Kurt Stephen
Cardenas & Stephen, LLP
1 00 South Bicennial
McAllen, TX 78501
Paul D. Barkhurst
Barkhurst & Hinojosa, PC
110 Broadway, Suite 350
San Antonio, TX 78205
Michael J. Black
Bums & Black, PLLC
750 Rittiman Road
San Antonio, TX 78209
Celinda B. Guerra
Flume Law Firm, LLP
1020 NE Loop 410, Suite 200
San Antonio, TX 78209
Robert J. Reagan
Reagan McLain Lee & Hatch,
LLP
6060 N. Central Expressway
Suite 690
Dallas, TX 75206
Bruce W. Akerly
Cantey Hanger, LLP
1999 Bryan St., Suite 3300
Dallas, TX 75201
Michael J. Colvard
Martin & Drought, PC
2500 Bank of America Plaza
300 Convent St.
San Antonio, TX 78205
Stephen G. Wilcox
Bassel & Wilcox
P.O. Box 11509
Ft. Worth, TX 76110-0509
Robert E. Goldman
1 East Broward Blvd., Suite 700
Ft. Lauderdale, FL 33301
Robert L. Barrows
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of 6
(Page 2 of 23)
I
tJ

PREMIUM FINANCE AGR.I:EMENT
.i;.
FLAT*.I..R.ON
CAPITAL
SECURITY AG'REEMENT, DISCLOSURE STATEMENT AND UMITED POWER OF ATTORNEY
F1atirnn Capi1aJ
950 171bSt.Suitc !300
DeaVer, co 80202
PHONE: 801)..800-2767 FAX: 800-813-1421
PRODUCER (Jll!llll!lltC Agcni/Brolttt) NAME. ADDRESS and
PHONE NUMBER
Wortlsn fii!Ullllll:e It Risk Managm>ent

Sin Al:llOnio, TX 71279-j()()S
SENDPAYMENTSTO:.
FlATIRON CAPITAl.
OEPT219.S
DENVER, CO 802712195
CHECK APPROPRIATE BOX(S)
[ZJCOMMERCIAL
[Z)RENEWAL
UOTE NUMBER 2260$0
BORROWER {Insurod} NAME, ADDRESS, and PHOI'ffi BORROWER in
NUMBER Ballbuptcy
Delta Produce l.J' Olapta
Dtlta Produce MAri:cting 7 II 13
2001 Sout.bl.MtdoSt
San Anlmtio, TX 7&1JJ7
210-226-9966
POliCY NUMBER
301904 Cmcinru!ti ln:t1U11!1Ce Co PKG CP'Pl0.SI872 4(512011 0%
l. CERTAIN FINANCIAL TERMS
A -B eC +D +E
AMOUNT
TOTAL FINANCE
TOTAL PREMIUMS DOWN I' A YMENT HNANCED Amount
Al'ffi REl.A TED REQ{J(RED FROM of cn:dit provided to
STATE SPEC!FIED CHARGES Dollsr
TAXES OR FEES amo11nt tbe cralll
FEES BORROWER you or on your
will c:mtyon.
behalf.
S346,1 74.00 $294,247.90 SO.OO SJ,5l7.80
3 PAVMENTSCHEDULE
12
=F:(C+D+E\
TOTAL OF
PAYMENTS
Amount paid afu:r
mzak..ing all .,;:hcdulcd
oavmcat>.
S297, 765.70
$48,66200
$0.00
$0.00
ANNUAL
PERCENTAGE
RATE
eo.t or Y"" credlt
u a v .... rlY rl!1e.
2.6%
NUM1JER OF PAYMENTS PAYMENT FREQUENCY
DAY OF MONTH AMOUNT OF EACH FTRST PA YMEN1' DUE
PAYMENTS ARE DUE PAYMENT DATE
Monthly I Ouart.ertY
10
MOil!hly
5th S29,n6.n I
4. REQUIRED DISCLOSUR.fS
SECURITY INTI.REST: l3omrNer h=i>y grunts L<ndrt a !ecurity imaest in all in5urunce pt>!icie:s lisl.t:<llll:m>e arui all Ul'le3fllt<l pmniu:tn. mum pmnhlm, dn>kl=l
PY=!$. llDd lo:u paymcltti th=f.
LA n: CHARGE: If i! DOl made by tilt Sd! day due (or 5ucb date as by law), tl= Borrower wiD be cltxrged a la!e charge (SEE SECTION I 0
"LATE CHARGE ON nt: ADDffiONAl PROVISIONS PAGE OF THIS AGJU:EMNT FOR STATE SPECIFIC INFORMATION).
PREPA\'M.ENI': lfBortuw-ct poy1 off early, Bonuwr:r will nul M\"1: !0 puy o penalty and may be cnti!fcd to a ofpmtoflhll ti= c:llarge.
CONTRAcr REFERENCE: See the n::st ol lhi A.gnement bt\aw, end ADDITIONAL ?ROVISIONS pege, fur oddiliooal information abtN1 rn>llJI07meut. dtf!l.llit.
requim;j tm:lllnmenl. in full befott the scltcluled daJ.o. prepaymcu( refunds and ocnaltic:!.
5, I' a" PROV JSIONS: Borrower promises tD pay to Leruk:r at Lenden l1ddr= above, cr such 01b<r place as Lender may designa!e, me TOIKI of
PII)'ID<IIltll sbC>WII &bo"" in consecutive poricdic payments in the number, amoum!, and I!! the daltl di<c!o.ed in II= above 'Paymezlt Sclledulc lll'ttii/OOD il tully p;Ud. A.cy
Jlll)'llle1llS llllldc try Da<nJw;r alb ddhull sball bt credited 10 the then ou!J!aOding bat= due wdcr thil Agx=;oeut.
PllEMIUM Bt:NANO: NOl'ICI!. TO BORII.OWEJl/INSUIIlm; (I) DO NOT SIGN TmS AGREl:ML"'T BEI'OU Y0\1 R.V.D IT 011. U' IT CONT AINll
ANY BLANK SPACK (l) YOU AU EN1111..W TO A COMPI.J!TELY .FILU'.f}.IN COPY OJI' 11ilS AGllUMENT. (J) KEt:P YOUR. COPY OF 1lD!i
AGREEMENT TO PROTECT YOUR LEGAL RIGHTS. (') UNDER mE LAW, YOU lfA VE THE RIGHT tO I' A l' OFF IN ADVANCE 1liE FUlL
AMOUNT DVE AND UNDER CERTAIN CONDITIONS TO OSTAlN A PARTIAL REFUl'm OF THE FINANCE CIIARGES. (5) YOU ACKNOWLEDGE
UNDERSTAND TIIA T IF THIS 15 FOil COMMERCIAL POWCIES Til& PRODUCER. MAY BE RECEIVING A rtE HtOM LENDER fOR 11Dt
l'llEP.utA TION AND .WMlN1SlltATION 01' TillS AGREl\U'.NT.
EXHIBIT A
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of 6

. ')
NAME OP INSU'RANCE COMPANY POUCY
POUCY l'1lEMIUM (I)
"IBM FIN t:lCSiftES (2)
A.ND 0NERAL AGENT NUMBER
( l1lOII!hJ) NON-FIN TXSIFEES (3)
J079().4
Cinciono!ti AUTO CPAIO.SIIn ol/5/lOll 0% 12

Trrlvdfss CUual1y Alld Com! BM BMEI74718!30TIL11 4151201' 12'

2241 Hanovt6 ll'dW'IIlCC Comp.Dy FLOT nmr66481900 41512011 12

so.
Contillllmal Callllty Co (CNA) UMB L4011089S57 415!2011 O"A. 12

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of 6
PnOVISIONS OJ? PHEMIUM FINANCE AGHEEMENT -------,---
6 RIGHT TO PAY Borrower shall have the right to prepay, in whole or in part, 14. PAYMENTS AFTER DEFAULT/ IU31NSTATEMENT Any payments made
the amounts due hereunder at any time without penally. Upon prepayment in full to Lender after confirmation of cancellation of the 4nsurance policy or policies
Borrower shall receive a refund of the unearned finance charge computed in has been mailed may be credited to Borrower's accounts without affecting the
accordance with the Rule of 78's (except in AZ, CA, lA, ME, MA, MO, MT, N.L acceleration of the Agreement and without any liability or obligation on Lender's
OR, PA, UT, VT, and VA, where the refund of any finance charge will be part to request reinstatement of the cancelled policy or policies. If Lender
computed by the actuarial method, computed daily as l/365th). If such requests reinstatement, Borrower agrees that Lender has no liability to Borrower
prepayment in full occurs before the I" installment due date, Lender shall retain if the policy is not reinstated. Only the insurance company has the authority to
the finance charge which could be retained if the I'' installment period were I reinstate a policy financed pursuant to this Agreement.
month and the loan were prepaid in full on the I" installment due date (except in 15. IRREVOCABLE LIMITED POWER OF ATl'ORNEY: Borrower
AZ, CA, CO, lA, ME, NJ, OR, PA, SD, liT, TX, VT, and VA, where the finance irrevocably appoints Lender as attomey-in-tact of Borrower, with full power of
charge retained will be computed based on the number of days from the substitution and authority upon default to cancel the po!icy(ies) listed on this
Inception Date to the date the loan is paid in full). Any tlnance charge in excess Agreement, with full power to sign or otherwise execute the policy(ies) and to
of such amounts shall be refunded to Borrower. If a rclimd is less than $1.00, no collect or receive unearned premiums, dividend payments, and loss payments
refund shall be made. There is a minimum finance charge as follows: $15 in I-ll; which may become payable under said policy(ies).
$25 inCA, CO, ME; $36 in IN. 16. AGENlQJUWOKER: Borrower understands and agrees that Lender is not
7. NON-REFUNDABLE FEES: Part of the tinance charge includes a $20 acting as an insurance carrier, agent or broker and shall have no liability as such.
nonrefundable fee except as follows: $10 in AK, AZ, CT, DC, DE, KS, LA, MO, Borrower understands and agrees that the Producer is the Borrower's insurance
NY, PA, WA; $12 in MT and NJ; $15 in AL, KY, MA, NC, Rl, SC, TN, VA; agent or broker and not the agent of Lender (except in Virginia if 14 VAC 5-390-
$ I 8 in Ml; $25 in NV; $50 in OR. 70 provides otherwise) and that the Producer as such insurance agent or broker
8. BAD CHECK CHARGE: l3orrower shall be charged a fee of $20 ($15 in CA, has no power or authority to make agreements or enter into contracts for Lender.
FL, LA, MS, NV, or SD and $10 in AZ, Mi\ or 01-1, $0 inKY) if payment of 17. EFFECTIVE DATE OF AQREEMENT: This Agreement has no force until
Borrower is not honored when presented to the bank on which drawn. If payment Lender's written acceptance b mailed to Borrower.
is not honored, certitied funds may be required for subsequent payments. 18. NOT! FYING INSURANCE COMPANY: Borrower authorizes Lender. at
9. ATTOB,NEYS FEES: In the event Lender has to engage an attorney (not an Lender's option, to notify any and all insurance companies issuing insurance
employee of Lender) to collect any unpaid balance, Borrower agrees to pay any policies covered by this Agreement of the terms oJ'this Agreement, and Borrower
and all reasonable and necessary collection costs as allowed by state law ( 15% in directs that such insurance companies honor all provisions of this Agreement.
ME, TN; 20% in AZ, FL, MS, MO, NV, NH, NY; 25% in LA, VT; only if 19. BORROWER ASSIGNMENT: !Jorrowcr represents and warrants to Lender
principal balance was $1,000 or greater in ID; commercial only in lA, WV; none that the insurance policy(ies) set t<>rlh herein, or a binder for such policy(ies), has
inKY, SD). been issued to Borrower and is (or are) in full force and eflCct, and that there has
10. LATE CHARGE: l3orrowcr so long as financing a commercial policy shall been no assignment of <lny interest in the insurance policy(ies) except for the
pay a late payment charge equal to 5% of the payment amount due on each assignment to Lender provided herein. Borrower agrees that Lender may assign
payment not received by lender within 5 days l(>llowing the due date except as this Agreement without notice to Borrower and in such event this agreement shall
follows: in VA the late charge will occur on the 7'" day past due, in AK, CA, CO, inure the benefit of and be binding to such assignee.
DE, ID, IN, !A, LA, MA, Ml, MN, NJ, NM, ND, OK, OR, SD. TN, TX, UT. 20. AUDJTABLE POLICIES: With regard to any policy set lurth in the
WV, and WY, the late charge will occur on the lOT" day past due; <lnd in ME the "Schedule of Financed Policies", which is an auditable or reporting lonn type,
late charge will occur on the 15'" day past due; in place of 5% of the payment Borrower agrees to promptly pay io the insurance company, the managing
amount the late charge shall be 1.5% in NJ, 2% in AK, KS, and OR; in SD the general agent or the agent, as applicable, the difference between the actual earned
greater of 5% or $5; in FL and WY the greater of 5% or $1 0; in ID the greater of premium generated for the pol icy and the premiums linanced under this
5% or $12.50; in UT the greater of%5 or $20. The late ree shall be subject to a Agreement.
maximum of the following amounts in the states specified: $5 in DE, MT, MN, 21. INSOLVENCY: The Borrower represents they are not insolvent or presently
and ND; and$ 100 in MD. The minimum late fcc is $1. the subject of any insolvency proceeding, nor are any such proceeding
II. CANCELLATION CHARGE: If a detault bv the Borrower results in contemplated. Or if the named Borrower is the subject of such proceeding it is
cancellation of any insurance policy listed in ll;c "Schedule of Financed noted on the premium linancc agreement in the space on the I" page of the
Policies", the Borrower will pay Lender an amount equal to the maximum Agreement.
cancellation charge permitted by law. 22. ADDITIONAL PREMIUMS: Only those premiums shown will be advanced
12. EVENT OF DEFAULT: Lender upon Borrower's default in any payment, or on behalf of the Borrower. Payment of any additional premiums is the
upon any other act of default under this Agreement is authorized to accelerate responsibility of the Borrower. Should the Borrower desire to finance any
and declare due and payable the entire unpaid balance of this note_ less unearned additional premiums, written request must be provided to Lender with
tlnancc charges. Other acts of default for which the unpaid balance may be appropriate down payment.
accelerated include any check given by Borrower fi.1r the down payment or any 23. PROIIIUITJON AGAINST USURY: Under no circumstances shall Borrower
future payment due under this Agreement which is not honored when presented have to pay more interest than is allowed under applicable law tor this type of
to the bank on which drawn; misrepresentation by the Borrower as to the policies Joan, and if Lender inadvertently contracts for charges, or receives more interest
being finance; or, if any insurance company issuing an insurance policy referred than allowed, Lender will refund the exc.ess to Borrower.
to herein becomes insolvent, suspends business, or ceases to be qualified to do 24. ILLEGALITY: If any provision contained in this Agreement should be
business. Provided in VA and LA, Lender may not cancel nor request invalid, illegal or unenforceable in any respect, it shall not a!lect or impair the
cancellation of the policy(ies) or insurance for any default other than a delault of validity, legality and enforceability of the remaining provisions of this
payment of money due Lender or a default consisting of the transfer of Agreement.
policy(ics) to a third party. Interest will accrue on the unpaid balance until 25. CHANGES IN WRITING: Lender is authorized to correct errors and
Lender has received payment in full. Borrower hereby waives presentment, omissions in the Agreement. Moditlcations and amendments or waivers made to
protest and notice of dishonor. No delay or omission on Lender's part to exercise this Agreement by Borrower must be made in writing to Lender and approved by
any right or power arising hereunder will impair any such right or power or be Lender.
considered a waiver for any such right or power, nor will Lender's action or 26_ FINANCING OPTION: Entry into this financing arrangement is not a
inaction impair any such right or power. condition of obtaining insurance. You may opt to pay the premium for such
13. LENDER: Flatiron Capital is a division of Wells Fargo Bank, N.A. insurance without financing such premium, or to obtain financing from some
other source if you choose.
PRODUCER'S REPRESENTATIONS AND WARRANTIES
Producer hereby represents and warrants as tollows: (I) This Agreement was complete as to all of its provisions and disclosures be tore it was signed by the Borrower or its
authorized representative (ifpennitted by applicable law) and Borrower was delivered a completed copy at time of signature_ (2) The signature of Borrower is genuine and
Borrower, or Producer under written authorization of Borrower, has full power and authority to enter into this Agreement. (3) The insurance policy(ies) listed in this
Agreement are in full force and effect and the policy details are correct as stated herein and Producer is authorized by the issuing insurance companies (or their designated
general agents) to produce the policy(ies) listed herein. (4) The down payment has been paid by Borrower and Jorwdrded to the respective issuing insurance company(ies)
(or general agent(s) on their behalf)- (5) Producer acknowledges it is NOT an agent or representative of Lender. (6) Unless noted herein, all policies being financed are
cancellable, none are to retrospective rating, none are or become fully earned at any time for any reason betore the expiration of policy term stated in the schedule
of financed policies and each premium financed represents the full anticipated premium for policy term. (7) Any lien or claim on funds of Borrower, or relating to the
tinanced policies made by Producer shall be subordinate to Lender until Lender has been paid all amounts due to it under this Agreement. (8} Shall hold Lender harmless
from, and indemnify Lender against, any loss resulting from errors, omissions or inaccuracies of Producer in preparing this agreement. (9) Shall be liable for any loss (up
to the Amount Financed plus interest due and collection costs) suffered by Lender, if due to Producer's Representations and Warranties being false. ( 10) To the best of
Producer's knowledge, no proceeding(s) in bankruptcy, receivership or insolvency have been instituted or arc contemplated by or against the Insured. (II) All names,
addresses, amounts and other statements of tact contained in this Agreement are true and correct. ( 12) Is duly licensed and authorized to act in its capacity as a broker or
agent, as applicable, in connection with the transactions contemplated by this Agreement.
TEXAS Mar 10 v5
12-50073-lmc Doc#83-1 Filed 02/09/12 Entered 02/09/12 12:24:57 Exhibits A & B Pg 4
of 6
IHage ;; or 10)
FLAT*IR.ON
C A P I T A l
?:.uP
tt_( }J
PREMIUM FINANCE AGREEMENT
C/07-00f
SECURITY AGREEMENT, DISCLOSURE STATI;MENT AND LIMITED POWER OF AITORNEY
Flalircn Capital
950 17th St. Suitt 1300
Oen.-er, co 110202
''UNOl!R" SEND PAYMENTS TO:
fi.ATutON CAPITAL
f}Ef'f
DENVER. CO 80271-2195
CHECK APPROPRIAlE BOX(S)
(1JCOMMEllCIAL
(1JRENEWAL
H NE: 81lil-B00-2767 p 0
FAx: 8 13 28
OUOTE NUMBER 2154&5
PROOUCEA (lnrura:u:e Agml/BrQk.er) NAME, ADD !lESS and
BORROWER (I!U111"ed) NAME. ADDRESS, PHONE CJ BORROWER ill
!'HONE NUMBER NUMBER BW:rupccy
Wortham ltmnllce .t Ririe Mml!iemcnt Superior Tomato Av001do Ltd
Olop1er
POBox 7115008
1 II 13
San Antonio, TX 78279-SOOK
7SO Merida Street
San Anlllnio, TX 78201
IIOR.ItOWER SSNJFEIN
210..223-9171 XXXJ<X9
AGENT NO. l00004 210-.04-4121
UJ<J<I.I'IANCEJJ
NAME OF INSURANCE COMPANY
lYPE I
POLICY NUMBER I
EffECTIVE I MIN 1 SUBJECT PREMIUM,(!}
AND GENERAL AOEN't
OF
DATE
EARNED TO TERM FIN TXSIFE1'.S (l)
(%) AUDIT? I (monlhtl NON-FlN TXSIF1!!!S (3 POUCY
}07904 Cincinnati l.n:iunmre Co PKG CPPIOSI873 41Y201l Oo/t
-1 11 $30,1'77.00
S5SS'i
$a0ll
$().00
-
Additional Po licit:< Are Lined On n... A"""""" ofPclici.,.
2 CERTAIN FINANCIAL TERMS
A B =C +D +E -=F: (C+D+E)
AMOUNT TOTAL OF ANNUAL
TOTAL FINANCE
TOTAL PREMIUMS DOWN PAYMENT FINANCED Amollnl PAYMENTS PERCENTAGE
STATE SPEOFIED CHARGES Dollar
AND RELATED REQUIRED FROM ofcredil provided to Amount RATE
FEES BORMWER you or on your
TAXES OR FEES amounl the cred II
making all S<:l=duled Cost of your m>tit

willtMtyca..
mvmmlll.
s 131.602.00 3l9.890JO $112.711.70 SO.OO $1,685.70 s 114,397.40 ).25%
3 PAYMENT SCHEDULE
NUMBER OF PAYMENTS PAYMENT FREQUENCY
DAY OF MONTI! AMOUNT OF EACH fiRST PAYMENT DUE
PAYMENTS ARE DUE PAYMENT OATE
Monlhly I Quancrly
10
Monthly
Sth $!1,439.74
4. REOUlRED DlSCLOSURES
SECUlUTV INTERST: Borro"'Cr hereby grants U:ndtr a ,;ecurity inttrest in all insUfllllCC lit:d abow and all unesmcd pmnium, mum premium, divideo!l
l"')'!Mits. md m tben:Qr.
LATCUAltCE: Ita payment iJnot ll1l>!k by the Sib day pu due(or !UOh !arerda!e as required by law). tlu:n Bonowc will a lata <1wae (SEE SECTION !G
"LA 11! CHAR.GI!" ON TIIE ADDmONAL PROVISIONS PAGE OF TillS AGREEMENT FORST A 11! SPECIFIC INFORMATION).
PREPAYMENT: ltBO!tOwerpar- otfeatly, Boi'T'D,.,... will not have 1o pay apenalry andllll!)' be entitled to a refundofpanotthe finatta: charp .
.. .
CONTRACT REn:IU!NCE: Sec 1he n:st oftl!ia Agm:mcnt bcl0111, and ADDITIONAL PROVISIONS P"I:Co fur sdditioaal information llbou:t clefault,
ml_uired in twJ before lhe sdeduled date. n:funds and
rA r MI!J'I rKUV l:iiUl'l:t: to pay to 1..t1t<1tt at Lender's addn:os abo.., w IUcl! otha- plue es Lender tho or
Pnymenll 1lurwe ini:Onletutlve periodic paymcnt:r in the number. amounl!. and at the d8tea di..:lotcd in the above "l'nyment Schedule" untl! loan it ru11y pa!d. Any
paymenll made by Bon-owr:r efta default oball be to thoth<!n oUlS!anding balance due under thit Agre<menl.
PREMIUM mtAHC NonCE To BORROWER /INSUJU:D: (I) DO NOT SIGN THIS AGREEMENT BEFORE \'OU READ IT OR IF IT CON1' AINS
ANY BLANK SPACE. (l) YOU AIU: EN11TIED ro A COMPLETELY tlLU:D-IN COPY OF TmS AGR.EEMENT. (3) KEEP YOUR COi'Y OJ' TR1S
AGREEMENT TO PROTECT YOUR LEGAL RIGHTS. (4} UNDER. Tlllt LAW, YOU HAVE THE RIGHT TO PA V OFF IN A.DV ANCE THE FULL
AMOUNf DUE AND UNDER CElTAIN CONDffiONS TO OBTAIN A PARTIAL REFUND OllllfE flNANC CHA.RGES. (5) YOU ACKNOWLEDGE
AND UNDERSr.AND 1liAT J1l TID'S IS FOR COMMERCIAL POLICIES THE PRODUCER MA. V BE R.CE(VJ.NG A FEE FROM LtNDE.R FOR no:
PR.PARA TION AND ADMJNIS'tJUTION OJ' TIDS AGII.EII:MENT.
PATE
PRINT NAME & TITLE
PRODUCER RPRESNTATION
1m! UNDERSIGNED REPRESENTS AND WARRANTS: By 5iJ!lling or llubmining lhis Premium Finanat Agrecmmt, the Producer !he PtodiUlCr's
em !be ADDITIONAL PROVISIONS page oftltis Acm:=nt 111d agrees to be bourul to the tenna oftltia Produeer also
agree& that Ibm: baa h=l no IS of any intaeat in the insurance policy(iea) for lhc fWigoment to U:ndct and l..c:n!eT may twixlt lhiJ Agrecmt:nt, including
l2dl!liolll md atranlies under ill narma1 c;our" ofbusineu.

SIONAnlltEOF PRINT NAME&
II-
.j
EXHIBIT B
12-50073-lmc Doc#83-1 Filed 02/09/12 Entered 02/09/12 12:24:57 Exhibits A & B Pg 5
of 6
(Page 3 of 10)
,.
::: v,
NAME Of' INSURANCE COMPANY I I
AND GENERAl. AGENT POLICY
307904 Cindnnati lnsu!11nce BA
<i
1.247 Harwver lnsurarKe Company MCGO
SCHEDULE OF .POLIClES.
POLICY I
NUMBER
CPAl051873
1110766489200
EFfECTIVE I SUBJECT II'OLICY'l PREMIUM (I}
DATE EARNE TO TERM FIN TXSIFEES (2)
(%) AUDIT? (months) NON-fiN TXS/I<"EES (J)
4/512011
4151201 I
()"A; 12 $86,376.00
I
12
so.oc
$0.00
$l6,029.0C
so.oo
SO.OO
I'V
c:>
-
-
12-50073-lmc Doc#83-1 Filed 02/09/12 Entered 02/09/12 12:24:57 Exhibits A & B Pg 6
of 6
ADOlTfONAL PROVISIONS OF PHEMillM AGREEMENT
6. RIGHT TO PAY: Borrower shnll have the right to prepay, in whole or in par!, l'l. PAYMENTS AFTER D:O:EO:"'F'"'A
7
U:':L-'::.IC:-:/-::R:-:E:::I:-N"'S:::;T::-:A-::.I:::,E:::'M-:-:c.E;"N'l:: Any payments made
the amounts due hereunde.r at any time without penalty. Upon prepayment in full ro Lender after confirmation of cancellation of the insurance policy or policies
Borrower shall receive a refund of the unearned finance charge computed in has been mailed may be credited to Bonower's accounts without affecting the
accordance with the Rule of 78's (except in AZ, CA, lA, ME, MA, MO, MT, NJ, acceleration of the A1,>reement and without any liability or obligation on Lender's
OR, PA, UT, VT, and VA, where the refund of any finance charge will be part to request reinstatement of the cancelled policy or policies. If Lender
computed by the actuarial method, computed daily as l/365th). If such requests reinstatement, Borrower agrees that Lender has no liability to Borrower
prepayment in flll occurs before the I" installment due date, Lender shall retain if the policy is not reinstated. Only the insurance company has the authority to
the finance charge which could be retained if the I" installment period were I reinstate a policy financed pursuant to this Agreement.
month and the loan were prepaid in full on the I" installment due date (except in 15. IRREVOCAI3Lf LIMITED POWER OF A'JTORNEY: Borrower
AZ, CA, CO, lA, ME, NJ, OR, PA, SD, UT, TX, VT, and VA, where the finance irrevocably appoints Lender as attorney-in-fact of Borrower, with full po,ver of
charge retained will be computed based on the number of days from the substitution and atJthority upon default to cancel the policy(ies) listed on this
Inception Date fo the date the loan is paid in full). Any finance charge in excess Agreement, with 11J!I power to sign or otherwise execute the policy(ies) and to
of such amounts shall be refunded to Borrower. If a retitnd is less than $1.00, no collect or receive unearned premiums, dividend payments, and loss payme.nts
relitnd shall be made. There is a minimum finance charge as follows: $15 in HI; which may become payable under said policy(ies).
$25 inCA, CO, ME; $36 in IN. 16. ADENT OR BROKER: Borrower understands and agrees that Lender is not
7. NON-REFUNDABLE FEES: Part of the finance charge includes a $20 acting as an insurance carrier, agent or broker and shall have no liability as such.
nonrefundable fee except as follows: $10 in AK, AZ, CT, DC, DE, KS, LA, MO, Borrower understands and agrees that the Producer is the Borrower's insurance
NY, PA, WA; $12 in MT and NJ: $15 in AL, K Y, MA, NC, Rl, SC, TN, VA; agent or broker and not the agent of Lender (except in Virginia if 14 VAC 5-390-
$18 in Ml; $25 in NV; $50 in OR 70 provides otherwise) and that the Producer as such insurance agent or broker
8. BAD CHECK CHARGE: Borrower shall be charged a tee of $20 ($15 in CA, has no power or authority to make agreements or enter into contracts for Lender.
FL, LA, MS, NV, or SD and $10 in AZ, MA or OH, $0 inKY) if payment of 17 EFFECTIVE DATE OF AGREEMENT: This Agreement has no force until
Borrower is not honored when presented to the bank on which drawn. If payment Lender's IHitten acceptance is mailed to Borrower.
is not honored, certified funds may be required for subsequent payments. 18. NOTIFYING INSURANCE COMPANY: Borrower authorizes Lender, at
9. ATTORNEYS FEES: In the event Lender has to engage an attorney (not an Lender's option, to notify any and all insurance companies issuing insurance
employee of Lender) to collect any unpaid balance, Borrower agrees to pay any policies covered by this Agreement of the terms of this Agreement, and Borrower
and all reasonable and necessary collection costs llS allowed by state law ( 15% in directs that such insurance companies honor all provisions of this Agreement.
ME, TN; 20% in AZ, FL, MS, MO, NV, NH, NY; 25% in LA, VT; only if 19. BORROWER A$_$lGNMENT: Borrower represents and warrants to Lender
principal balance was $1,000 or greater in ID; commercial only in lA, WV; none that the insurance policy(ies) set fOJih herein, or a binder for such policy(ies), has
inKY, SD). been issued to Borrower and is (or arc) in full force and eftect, and that there has
10. LATE CHARGE: Borrower so long as financing a commercial policy shall been no assignment of any interest in the insurance policy(ies) except for the
pay a late payment charge equal to 5% of the payment amount due on each assignment to Lender provided herein. Borrower agrees that Lender may assign
payment not received by lender within 5 days following the due date except as this Agreement witlwut notice to Borrower and in such event this agreement shall
f{lllows: in VA the late charge will occur on the 7'" day past due, in IlK, CJ\, CO, inure to the benefit of and be binding to such assignee.
DE, ID, IN, lA, LA, MA, Ml, MN, NJ, NM, ND, OK, OR, SD, TN, TX, UT, 20. AUDIT ABLE POLICIES: With regard to any policy set forth in the
WV, and WY, the late charge will occur on the day past due; and in ME the "Schedule of Financed Policies", which is an auditable or reporting fonn type,
late charge will occur on the IS'' day past due; in place of 5% of the payment Borrower agrees to promptly pay to the insurance company, the managing
amount the late charge shall be 1.5% in NJ, 2% in AK, KS, and OR; in SD the general agent or the agent, as applicable, the difference between the actual earned
greater of 5% or $5; in FL and WYthe greater of 5% or $10; in ID the greater of premium generated for the policy and the premiums financed under this
5% or $12.50; in UT the greater of %5 or $20. The late fee shall be subject to a Agreement.
maximum of the following amounts in the states specified: $5 in DE, tv!T. MN, 21. INSOLVENCY: The Borrower represents they arc not insolvent or presently
and ND: and $100 in MD. The minimum late fee is $1. the subject of any insolvency proceeding, nor are any such proceeding
II. CANCELLATION CHARGE: If a default by the Borrower results in contemplated. Or if the named Borrower is the subject of such proceeding it is
cancellation of any insurance policy listed in the "Schedule of Financed noted on the premium finance agreement in the space on the I" page of the
Policies", the Borrower will pay Lender an amount equal to the maximum t\greemcnt.
cancellation charge permitted by law. 22. ADDITIONAL PREMIUMS: Only those premiums shown will be advanced
12. EVENT OF DEFAULT: Lender upon Borrower's default in any payment, or on behalf of the Borrower. Payment of any additional premiums is the
upon any other act of default under this Agreement is authorized to accelerate responsibility of the Borrower. Should the Borrower desire to finance any
and declare due and payable the entire unpaid balance of this note, less unearned additional premiums, written request must be provided to Lender with
f'inance charges. Other acts of delimit for whicl1 the unpaid balance may be appropriate down payment.
accelerated include any check given by Borrower for the down payment or any 23. PROHIBITION AGAINST USURY: Under no circumstances shall Borrower
future payment due under this Agreement which is not honored when presented have to pay more interest than is allowed under applicable law lor this type of
to the bank on which drawn; misrepresentation by the Borrower as to ihc policies loan, and if Lender inadvertently contracts tor charges, or receives more interest
being finance; or, if any insurance company issuing an insurance policy rcf"erred than allowed, Lender will refund the excess to Borrower.
to herein becomes insolvent, suspends business, or ceases to be qualified to do 24. ILLEGALITY: If any provision contained in this Agreement should be
business. Provided in VA and LA, Lender may not cancel nor request invalid, illegal or unenforceable in any respect, it shall not aftect or impair the
cancellation of the policy(ics) or insurance for any default other than a default of validity, legality and enforceability of the remaining provisions of this
payment of money due Lender or a detault consisting of the transfer of Agreement.
policy(ies) to a third party. Interest will accrue on the unpaid balance until 25. CHANGES IN WRITING: Lender is authorized to correct errors and
Lender has received payment in full. Borrower hereby \Vclives presentment, omissions in the Agreement. Modifications and amendments or waivers made to
protest and notice of dishonor. No delay or omission on Lender's part to exercise this Agreemeni by Borrower must be made in writing to Lender and approved by
any right or power arising hereunder will impair any such right or power or be Lender.
considered a waiver for any such right or power, nor will Lender's action or 26. FINANCING OPTION: Entry into this financing arrangement is not a
inaction impair any such right or power. condition of obtaining insurance. You may opt to pay the premium for such
13. LENDER: Flatiron Capital is a division of Wells Fargo Bank, N.A. insurance without flnancing such premium, or to obtain financing from some
other source if you choose.
PRODUCER'S REPRESENTATIONS AND WARRANTIES
Producer hereby represents and warrants as follows: (I) This Agreement was complete as to all of its provisions and disclosures before it was signed by the Borrower or its
authorized representative (if permitted by applicable law) and Borrower was delivered a completed copy at time of signature. (2) The signature of Borrower is genuine and
Borrower, or Producer under written authorization of Borrower, has full power and authority to enter into this Agreement. (3) The insurance policy(ies) listed in thi"s
Agreement are in full force and effect and the policy details are correct as stated herein and Producer is authorized by the issuing insurance companies (or their designated
general agents) to produce the policy(ies) listed herein. (4) The down payment has been paid by Borrower and torwarded to tile respective issuing insurance company(ies)
(or general agent(s) on their behalf). (5) Producer acknowledges it is NOT an agent or representative of Lender. (6) Unless noted herein, all policies being financed are
cancellable, none are subject to retrospective rating, none are or become fully earned at any time for any reason before the expiration of policy term stated in the schedule
of financed policies and each premium financed represents the full anticipated premium l(lr policy term. (7) Any lien or claim on funds of Borrower, or relating to the
financed policies made by Producer shall be subordinate to Lender until Lender has been paid all amounts due to it under this Agreement. (8) Shall hold Lender harmless
!rom, and indemnify Lender against, any loss resulting from errors, omissions or inaccuracies of Producer in preparing this agreement. (9) Shall be liable tor any loss (up
to the Amount Financed plus interest due and collection costs) suffered by Lender, if due to Producer's Representations and Warranties being false. (10) To the best of
Producer's knowledge, no proceeding(s) in bankruptcy, receivership or insolvency have been instituted or are contemplated by or against the Insured. (II) All names,
addresses, amounts and other statements of tact contained in this Agreement are true and correct. ( 12) Is duly licensed and authorized to act in its capacity as a broker or
agent, as applicable, in connec-tion with the tmnsactions contemplated by this Agreement.
TEXAS Mar 10 v5