Heartland Recreational Vehicles LLC v. Forest River Inc

Filing 72

MOTION for Leave to File Sur-Reply to Docket Entry 57 by Defendant Forest River Inc. (Attachments: # 1 Supplement Proposed Sur-Reply, # 2 Exhibit New Document Exhibit to Sur-Reply, # 3 Affidavit Rule 37 Certifcate)(Fountain, Ryan) Modified on 11/12/2009 to add link (smp).

Heartland Recreational Vehicles LLC v. Forest River Inc

Doc. 72 Att. 2

PATENT COLLATERAL AGREEMENT This 31st day of July, 2008, HEARTLANDRECREATIONAL EHICLES, LLC, an Indiana V limited liability company ("Debtor") with its principal place of business and mailing address at 1001 All Pro Drive, Elkhart, Indiana 46514; in consideration of ten dollars ($10.00) and other . good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges as collateral security to Fifth Third Bank, an Ohio banking corporation ("Fifth Third'), with its mailing address at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, acting as administrative agent hereunder for the Secured Creditors as defined in the Security Agreement referred to below, and its successors and assigns (Fifth Third acting as such administrative agent and any successors or assigns to Fifth Third acting in such capacity being hereinafter referred to as the "Administrative Agent"), and grants to the Administrative Agent for thebenefit of the Secured Creditors a continuing security interest in, the following property: Each patent and patent application listed on Schedule A hereto and all of the inventions described and claimed therein and any and all reissues, continuations, continuations-in-part or extensions thereof; and
(i)

(ii) All proceeds of the foregoing, including without limitation any claim by Debtor against third parties for damages by reason of past, present or future infringement of any patent or patent application listed on Schedule A hereto, in each case together with the right to sue for and collect said damages; to secure the payment and performance of all Secured Obligations of Debtor set out in that certain Security Agreement bearing even date herewith between Debtorvcertain affiliates of Debtor and the Administrative Agent, as the same may be amended, modified, or restated from time to time (the "Security Agreement"). Debtor does hereby further acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the assignment, mortgage, pledge and security interest in the patents and patent applications made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any contlict between any provision of this Patent Collateral Agreement and any provision of the Security Agreement, the Security Agreement shall govern . .[SIGNATURE AGETO FOLLOW] P

2473416.01.05.B .doc 1692169

Dockets.Justia.com

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IN WITNESS WHEREOF, Debtor has caused this Patent Collateral Agreement to be duly executed as of the date and year last above written.
HBARTLAND~~

BY~.
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Accepted and agreed to as of the ~te and yearlast above written.
. FIFrn: THIRD BANK, as Administrative Agent

By Nwne Title ~ _

_ _

[Signature page to Patent Collateral Agreement]

IN WITNESS WHEREOF, Debtor. has caused this Patent Collateral Agreement to be duly executed as of the date and year last above written.
HEARTLAND RECREATIONAL VEHICLES,

LLC

By

Name Title

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_

_ _

Accepted and agreed to as of the date and year last above written.
FIFTH THIRD BANK,

as Administrative Agent

[Signature page to Patent Collateral Agreement]

SCHEDULE A

TO PATENT COLLATERAL AGREEMENT U.S. PATENTS AND PATENT ApPLICATIONS

Title

Patent) Registratlon or Application Number

Registration or Application Date

Travel Trailer Having Improved Turning Radius . Travel Trailer Having Improved Turning Radius

7,278,650
111834,214

10/09/07 08/06/07

RECORDED: 08/05/2008