EXHIBIT 10.10
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT (the "Agreement") is dated
March 12, 2002, among HOLIDAY RV SUPERSTORES, INC., ("Holiday RV"), a Delaware
corporation, (the "Grantor"), and XXXX FINANCE CO, LLC, a Delaware limited
liability company (the "Lender").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan and Security Agreement
dated as of the date hereof by and between Grantor and Lender and joined in by
the guarantors listed therein, (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Loan Agreement"), Lender has agreed to make the Loan as defined
in the Loan Agreement for the benefit of Grantor; and
WHEREAS, pursuant to the Loan Agreement, Grantor is required to
execute and deliver to Lender this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees
as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Loan Agreement.
2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. To secure
the prompt and complete payment, performance and observance of all of the
Obligations, and to induce Lender to enter into the Loan Agreement and to make
the Loan as provided for therein in accordance with the terms and conditions
thereof, Grantor hereby grants to Lender a continuing priority security interest
in all of Grantor's right, title and interest in, to and under the following,
whether presently existing or hereafter created or acquired (collectively, the
"Trademark Collateral"):
(a) all of its trademarks and trademark licenses to which it
is a party including those referred to on Schedule I
hereto;
(b) all reissues, continuations or extensions of the
foregoing;
(c) all goodwill of the business connected with the use of,
and symbolized by, each trademark and each trademark
license; and
(d) all products and proceeds of the foregoing, including,
without limitation, any claim by Grantor against third
parties for past, present or future (i) infringement or
dilution of any trademark or trademark licensed under any
trademark license or (ii) injury to the goodwill
associated with any trademark or any trademark licensed
under any trademark license.
3. SECURITY AGREEMENT. The security interests granted pursuant to
this Agreement are granted in conjunction with the security interests granted to
Lender pursuant to the Loan Agreement. Grantor hereby acknowledges and affirms
that the rights and remedies of Lender with respect to the security interest in
the Trademark Collateral made and granted hereby are more fully set forth in the
Loan Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
[signature page follows]
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IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
HOLIDAY RV SUPERSTORES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, Chief Executive
Officer
ACCEPTED AND ACKNOWLEDGED BY:
XXXX FINANCE CO, LLC
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxx, Vice President
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ACKNOWLEDGMENT OF GRANTOR
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this ____ day of March, 2002 before me personally appeared Xxxxxx X.
Xxxxxxx, proved to me on the basis of satisfactory evidence to be the person who
executed the foregoing instrument on behalf of Holiday RV Superstores, Inc., an
authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he
acknowledged said instrument to be the free act and deed of said corporation.
-----------------------------
{seal} Notary Public
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SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS
XXXX REG. NO. DATE
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Recreation USA 75/818,385 October 8, 1999
TRADEMARK APPLICATIONS
XXXX APPLICATION SERIAL NO. DATE
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