EXHIBIT 10.9
December 3, 1997
Gibraltar Financial Corporation
00 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Gentlemen:
In consideration of Gibraltar Financial Corporation (Gibraltar) entering into a
Revolving Accounts Receivable Funding Agreement with Hippo, Inc. (Debtor), and
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby subordinates to Gibraltar any and all
right, title and interest the undersigned may have in the following assets of
Debtor (the Collateral):
All Debtor's existing or hereafter arising a) Accounts, b) accounts receivable,
c) inventory, d) insofar as they pertain to the sale of goods or services in the
ordinary course of business, chattel paper and contract rights, e) and all
books, records, (computerized or manual), computer disks and software in
connection with all the foregoing, and f) all proceeds and products of the
foregoing including but not limited to insurance proceeds, and lock box
proceeds. The subordination specifically includes, without limitation, Seller's
rights to any returned personal property from Account Debtors and also shall
include all rights of replevin, reclamation, and stoppage in transit.
The subordination and priorities established by this Agreement shall prevail
irrespective of the time, order, manner or method of creation, attachment or
perfection of the respective security interests and/or liens held by Gibraltar
and the undersigned.
The undersigned agrees to execute, upon request, the appropriate UCC forms to
effect the foregoing.
Sincerely,
X /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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