exv10w7



 





Exhibit 10.7




TRADEMARK SECURITY AGREEMENT AND LICENSE




     This TRADEMARK SECURITY AGREEMENT AND LICENSE (hereinafter referred to as the
“Agreement”) is made as of August 2, 2007 by TIMEPAYMENT CORP., a Delaware corporation (the
“Borrower”), in favor of SOVEREIGN BANK, in its capacity as agent for and representative of
(in such capacity, the “Agent”) the financial institutions (“Lenders”) party to the
Credit Agreement (as hereinafter defined).



WITNESSETH:




     WHEREAS, the Borrower, the Agent, the Lenders are parties to a Credit Agreement, dated as of
even date herewith (as amended, modified or supplemented from time to time, the “Credit
Agreement”);



     WHEREAS, the Borrower has entered into a Security Agreement, of even date herewith, with the
Agent (as the same may be amended, modified, supplemented, or restated from time to time, the
“Security Agreement”), pursuant to which the Borrower has granted to the Agent for the
benefit of the Agent and the Lenders, a security interest in certain TM Collateral (as hereafter
defined) of the Borrower and has agreed to execute and cause to be filed further documents required
to be recorded or filed, in order to perfect and maintain the security interests granted under the
Security Agreement;



     WHEREAS, in order to induce the Agent and the Lenders to enter into the Credit Agreement, the
Borrower has also agreed to grant a security interest in and collaterally assign the TM Collateral
to secure the Borrower’s obligations under the Loan Documents, including, without limitation, its
obligations under the Notes issued by the Borrower pursuant to the Credit Agreement and to place in
the public record of the Patent and Trademark Office (as defined below) the security interest
granted hereunder; and



     WHEREAS, the Borrower wishes to grant the Agent for the benefit of the Lenders, a
non-exclusive license in and to all of its trademarks, including, without limitation, all
unregistered trademarks of the Borrower; provided, however, that, unless an Event
of Default has occurred and is continuing, the foregoing license shall not be exercised and shall
be effective only to the extent necessary to perfect the Agent’s security interest in the TM
Collateral under applicable law.



     NOW THEREFORE, for good and valuable consideration, and to secure the payment and performance
of all the Secured Obligations (as defined below), the parties hereto agree as follows:



     Section 1. Definitions. All capitalized terms used herein and not otherwise defined
shall have the meanings prescribed therefor in the Credit Agreement. The following additional
terms, as used herein, shall have the following respective meanings:




     “Business Judgment Exception” shall have the meaning set forth in Section 4
below.



 









 






     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or other
security agreement of any kind or nature whatsoever (including without limitation, any
exclusive license, shop right or covenant by the Borrower not to sue third Persons).




     “Patent and Trademark Office” means the United States Patent and Trademark
Office.




     “Permitted Lien” means any Lien that is a Permitted Encumbrance under the
Credit Agreement.




     “Secured Obligations” means all Obligations of the Borrower under or in respect
of the Credit Agreement and all other Loan Documents, including the prompt payment or
performance in full when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including the payment of amounts that would
become due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. 362(a)), of all obligations and liabilities of every nature of
the Borrower now or hereafter existing under or arising out of or in connection with the
Credit Agreement and all other Loan Documents and all extensions or renewals thereof,
whether for principal, interest (including without limitation interest that, but for the
filing of a petition in bankruptcy with respect to the Borrower, would accrue on such
obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from the Secured Party or any Lender as a preference,
fraudulent transfer or otherwise (all such obligations and liabilities being the
“Underlying Debt”), and all obligations of every nature of the Borrower now or
hereafter existing under this Agreement.




     “Trademark License” means any agreement, whether written or oral, providing for
the grant by the Borrower to any Person or Persons of any right to use any Trademark,
including, without limitation, the Trademarks described in Schedule I hereto.




“Trademarks” means all of the following to the extent owned by the Borrower:




all trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos, other source
or business identifiers, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, registrations, recordings and
applications in the Patent and Trademark Office or in any similar office or
agency of the United States, any State thereof or any other country or any
political subdivision thereof, including, without limitation, those
described Schedule I hereto, and all reissues, extensions or
renewals thereof.



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     Section 2. Grant of Security Interest. In furtherance and as confirmation of the
security interests granted by the Borrower under the Security Agreement and in order to secure the
prompt and complete payment and performance of all the Secured Obligations, together with any and
all reasonable expenses which may be incurred by the Agent or the Lenders in collecting any or all
of such Secured Obligations or enforcing any rights, obligations or liabilities under this
Agreement, the Borrower hereby grants a security interest to the Agent, for the benefit of the
Lenders, in (including, without limitation, a collateral assignment and pledge of) all of the
Borrower’s present and future right, title and interest in and to the following whether presently
existing or hereafter arising or acquired (collectively, the “TM Collateral”):




     (a) all registered or unregistered Trademarks of the Borrower and, where applicable, the
federal registrations thereof, including, without limitation, the federal registrations
listed on Schedule I attached hereto (the “Registered Trademarks”);




     (b) the Borrower’s rights under any licenses that the Borrower has granted, or will in
the future grant, to any Person or Persons with respect to the Trademarks (the “Trademark
Licenses”);




     (c) all of the goodwill of the business connected with the use of, and symbolized by,
each Trademark and Trademark License;




     (d) all products and proceeds of each Trademark and Trademark License, including,
without limitation, any claim by the Borrower against third parties for past, present or
future infringement or dilution of any Trademark, including, without limitation, the
Registered Trademarks, and any Trademark licensed under any Trademark License, or for injury
to the goodwill associated with any Trademark or any Trademark licensed under any Trademark
License;




     (e) all causes of action, claims and warranties now or hereafter owned or acquired by
the Borrower in respect of any of the items listed above; and




     (f) all proceeds of any of the items described in clauses (a) through (e).


Each of the Lenders shall be deemed to hold a security interest, proportionate to such Lender’s
Commitment, in the TM Collateral.



Notwithstanding the Security Agreement, the collateral assignment and the pledge to the Agent,
Borrower may continue to own, use and license the TM Collateral. Furthermore, notwithstanding
anything in this Agreement, the “TM Collateral” described in this Agreement shall not include any
Trademark Licenses to the extent that the granting of a security interest therein would constitute
a breach thereof or is prohibited thereby and such prohibition is not ineffective under Sections
9-406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code, as applicable and as then
in effect in any relevant jurisdiction, or any other applicable law (including the U.S. Bankruptcy
Code) or principles of equity; provided that (x) all accounts and payment intangibles
arising under such Trademark Licenses contracts shall be included in the TM Collateral and (y) the
TM Collateral shall include all payments and other property received or receivable in connection
with any sale or other disposition of such Trademark Licenses; provided further that the
foregoing exclusions shall not apply if such prohibition has been waived


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or such other Person has otherwise consented to the creation hereunder of a security interest in
such Trademark Licenses; and provided further that immediately upon the ineffectiveness,
lapse or termination of any such prohibition, the Agent shall be deemed to have granted a security
interest in all its rights, title and interests in and to Trademark Licenses, as if such
prohibition had never been in effect.




     Section 3. Representations and Warranties. As an inducement to the Agent to enter into
this Agreement, the Borrower makes the following representations and warranties:




     (a) Schedule I sets forth a complete and correct list of all Trademarks and
Trademark Licenses in which the Borrower has any right, title or interest; said Trademarks
are valid, subsisting, unexpired and in full force and effect, have not been adjudged invalid
or unenforceable, in whole or in part, and have not been abandoned; to the best of the
Borrower’s knowledge no holding, decision or judgment has been rendered by any governmental
authorities which would be reasonably likely to limit, cancel or question the validity of any
Trademark.




     (b) The Borrower is the sole beneficial owner of the Registered Trademarks, and is the
owner of or duly licensed to use or license any of the Trademarks, and, except for Permitted
Liens, no Lien exists or will exist upon any Registered Trademark at any time except for the
collateral assignment thereof in favor of the Agent provided for herein, which collateral
assignment and security interest constitutes a first priority perfected security interest in
all of the Registered Trademarks.




     (c) Except pursuant to Trademark Licenses entered into by the Borrower in the ordinary
course of business, the Borrower owns and possesses the exclusive right to use, and has done
nothing to authorize or enable any other Person to use, the Trademarks, including the
Registered Trademarks listed on Schedule I.




     (d) Except as otherwise disclosed in Exhibit C to the Credit Agreement, to the
best of the Borrower’s knowledge, there is no infringement by others of any right of the
Borrower with respect to any Trademark that would reasonably be expected to have a Material
Adverse Effect, the Borrower is not infringing in any respect upon any trademark of any other
Person, and no proceedings have been instituted or are pending against the Borrower or
threatened, alleging any such violation, which proceedings would reasonably be expected to
have a Material Adverse Effect.




     (e) All applications pertaining to the Trademarks have been duly and properly filed, and
all registrations or letters pertaining to such Trademarks have been properly filed and
issued.



     Section 4. Defense of TM Collateral, Etc. The Borrower agrees that it will at its
expense, at the Agent’s request, defend the TM Collateral from any and all claims and demands of
any other Person; provided, however, nothing herein shall prevent the Borrower in
the exercise of its reasonable business judgment from determining that it is in the best interest
of the Borrower to abandon any item of TM Collateral or to refrain from defending any item of TM
Collateral against such claims or demands (the foregoing prerogative of the Borrower being



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sometimes referred to herein as the “Business Judgment Exception”). The Borrower
hereby agrees to pay, indemnify, and hold the Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of
disbursements or any kind or nature whatsoever with respect to the TM Collateral, including,
without limitation, claims of trademark infringement to the extent such claims arise prior to the
Agent’s exercising a right of control over the TM Collateral pursuant hereto, provided that the
Borrower shall have no obligation hereunder with respect to such indemnification arising from the
Agent’s gross negligence or willful misconduct.



     Section 5. Continued Use of Trademarks, Etc.




     (a) During the term of this Agreement, the Borrower shall (i) employ standards of
quality consistent with past practices in its manufacture of products and delivery of
services sold or provided under the Trademarks (and shall do any and all acts reasonably
required by the Agent to ensure the Borrower’s compliance with such standards), (ii) employ
the appropriate notice of such Trademarks in connection with its use of such Trademarks,
(iii) subject, in each case, to the Business Judgment Exception, use each Trademark in such a
manner as to maintain such Trademark in full force and effect free from any claim or
abandonment for non-use and (iv) not adopt or use any mark which is confusingly similar or a
colorable imitation of such Trademark unless the Agent shall obtain a perfected security
interest in such mark pursuant to this Agreement. The Borrower hereby grants to the Agent and
its employees and agents the right to visit the Borrower’s facilities which manufacture,
inspect or store products or which provide services sold under any of the Trademarks, and to
inspect the products or monitor the services and quality control records relating thereto
upon reasonable notice and at reasonable times during regular business hours. The Borrower
confirms its commitment to take any and all actions reasonable required by the Agent to
ensure the maintenance of quality standards consistent with past practices for such products
and services.




     (b) Subject to the Business Judgment Exception, the Borrower agrees as follows: (i) the
Borrower shall use its best efforts to maintain the registration of the Registered Trademarks
listed on Schedule I hereto in full force and effect and use best efforts to obtain
registrations for Trademarks that are the subject of pending trademark applications by taking
any action which it believes necessary, through attorneys of its choice, all at its expense
and (ii) in the event that any Trademark is infringed by a third party which may have a
Material Adverse Effect or if such infringement gives rise to litigation or to the filing of
a claim or notice of opposition with the Trademark Office which may have a Material Adverse
Effect, the Borrower shall promptly notify the Agent and shall take such actions as may be
reasonably required to terminate such infringement. Any damages recovered from the infringing
party shall be deemed to be part of the TM Collateral.




     (c) The Borrower shall promptly notify the Agent if it knows, or has reason to know,
that any application or registration relating to any Trademark may become abandoned or of any
adverse determination or development of any foreign or domestic governmental agency, court or
body regarding the Borrower’s ownership of any Trademark or its right to register the same or
to keep and maintain the same.



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     Section 6. No Assignments, Etc. The Borrower shall not, except as otherwise permitted
by the Credit Agreement, grant, create or permit to exist any Lien upon the TM Collateral in favor
of any other Person, or assign this Agreement or any rights in the TM Collateral or the material
protected thereby without, in either case, the prior written approval of the Agent and such
attempted Lien or assignment shall be void ab initio.



     Section 7. Continuing Liability. The Borrower hereby expressly agrees that, anything
herein to the contrary notwithstanding, it shall remain liable under any Trademark License,
interest or obligation with respect to which the Agent has been granted a security interest
pursuant to Section 2 hereof to observe and perform all the conditions and obligations to
be observed and performed by the Borrower thereunder, all in accordance with and pursuant to the
terms and provisions thereof. The Agent shall not have any obligation or liability under any such
Trademark License, interest or obligation by reason of or arising out of this Agreement or the
conditional assignment thereof, or the grant of a security interest therein, to the Agent or the
receipt by the Agent of any payment relating to any such Trademark License, interest or obligation
pursuant hereto, nor shall the Agent be required or obligated in any manner to perform or fulfill
any of the obligations of the Borrower thereunder or pursuant thereto, or to make any payment, or
to make any inquiry as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by any party under any such Trademark License, interest or
obligation, or to present or file any claim, or to take any action to collect or enforce any
performance or the payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.



     Section 8. New Trademarks. If, before the Obligations shall have been paid in full and
the Commitments of all of the Lenders terminated, the Borrower, either by itself or through an
agent, employee, licensee or designee, shall develop or obtain rights to any new Trademarks, the
Borrower shall give to the Agent prompt notice thereof in writing hereof, and shall, where such
Trademarks are subject to federal registration, execute and deliver, and file with the Patent and
Trademark Office, an IP Security Agreement Supplement amending Schedule I hereto to include
such new Trademark thereon. Notwithstanding the foregoing, the Borrower hereby irrevocably appoints
the Agent its true and lawful attorney (such appointment coupled with an interest), with full power
of substitution, to execute an amendment of this Agreement on behalf of the Borrower amending
Schedule I hereto to include such new Trademark.



     Section 9. Retention of Rights. Unless and until an Event of Default shall have
occurred and be continuing and the Agent shall have exercised its remedies hereunder, but subject
to the terms and conditions of this Agreement, the Borrower shall retain the legal and equitable
title to the TM Collateral and shall have full right to use the TM Collateral in the ordinary
course of its business.



     Section 10. Remedies.




     (a) If an Event of Default under the Credit Agreement has occurred and is continuing,
the Agent may exercise, in addition to all other rights and remedies granted to it in this
Agreement and any other Loan Document, all rights and remedies of a secured party under the
Uniform Commercial Code. Without limiting the generality of the foregoing, the Borrower
expressly agrees that in any such event the Agent, without



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demand of performance or other demand, advertisement or notice of any kind (except to
such extent as notice may be required by applicable law with respect to the time or place of
any public or private sale and except as otherwise provided in the Loan Documents) to or upon
the Borrower or any other Person (all and each of which demands, advertisements and/or
notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize
upon the TM Collateral, or any part thereof, and/or may forthwith sell, lease, license,
assign, give an option or options to purchase, or sell or otherwise dispose of and deliver
said TM Collateral (or contract to do so), or any part thereof, in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or at any of the Agent’s
offices or elsewhere at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Agent shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the TM Collateral so sold, free of any right or
equity of redemption in the Borrower, which right or equity is hereby expressly waived and
released. To the extent permitted by applicable law, the Borrower waives all claims, damages
and demands against the Agent arising out of the repossession, retention or sale of the TM
Collateral.




     (b) Without limiting the generality of the foregoing, if any Event of Default has
occurred and is continuing:




     (i) the Agent may license, or sublicense, whether on an exclusive or
non-exclusive basis, any Trademark included in the TM Collateral throughout the world
for such term or terms, on such conditions and in such manner as the Agent shall in
its commercially reasonable discretion determine, the proceeds of such license or
sublicense to be applied to the payment of the Secured Obligations;




     (ii) the Agent may (without assuming any obligations or liability thereunder),
at any time and from time to time, enforce (and shall have the exclusive right to
enforce) against any licensee or sublicensee all rights and remedies of the Borrower
in, to and under any Trademark Licenses and take or refrain from taking any action
under any thereof; and the Borrower hereby releases the Agent from, and agrees to
hold the Agent free and harmless from and against, any claims arising out of any
lawful action so taken or omitted to be taken with respect thereto other than any
claims arising by reason of its own gross negligence or willful misconduct; and




     (iii) upon request by the Agent, the Borrower will execute and deliver to the
Agent a power of attorney, in addition to and supplemental to that set forth in
Section 12 below, in form and substance reasonably satisfactory to the Agent,
for the implementation of any lease, assignment, license, sublicense, a grant of
option, sale or other disposition of a Trademark, provided, however, that in the
event of any disposition pursuant to this Section 10 the Borrower shall
supply its customer lists and other records relating to such Trademarks and to the
distribution of said products and sale of such services, to the Agent.



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     Section 11. Grant of License to Use TM Collateral. For the purposes (a) of perfecting
the Agent‘s security interest in the TM Collateral and (b) of enabling the Agent to
exercise rights and remedies under Section 10 hereof or under any other Loan Document, the
Borrower hereby grants to the Agent, for the benefit of the Agent and the Lenders, an irrevocable,
non-exclusive license (exercisable without payment of royalty or other compensation to the
Borrower), subject to any third-party rights, to use, assign, license or sublicense any of the TM
Collateral, whether now owned or hereafter acquired by the Borrower, and wherever the same may be
located, including in such license reasonable access to all media in which any of the licensed
items may be recorded or stored and to all computer programs used for the compilation or printout
thereof, provided, however, that, unless an Event of Default has occurred and is continuing, the
foregoing license shall not be exercised and shall be effective only to the extent necessary to
perfect the Agent‘s security interest in the TM Collateral under applicable law. The
Agent shall have no duty as to the protection of TM Collateral or any income thereon, nor as to the
preservation or rights against prior parties, nor as to the preservation of any rights pertaining
thereto. The Agent may exercise its rights with respect to any portion of the TM Collateral without
resorting or regard to other TM Collateral or sources of reimbursement for liability.



     Section 12. Power of Attorney. The Borrower hereby irrevocably appoints the Agent its
true and lawful attorney (such appointment coupled with an interest), with full power of
substitution, in the name of the Borrower, the Agent, or otherwise, for the sole use and benefit of
the Agent, but at the Borrower’s expense, to exercise (to the extent permitted by law), at any time
and from time to time while an Event of Default has occurred and is continuing, all or any of the
following powers with respect to all or any of the TM Collateral:




     (a) to demand, sue for, collect, receive and give acquittance for any and all monies due
or to become due thereon or by virtue thereof;




     (b) to settle, compromise, compound, prosecute or defend any action or proceeding with
respect thereto;




     (c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or
avails thereof, as fully and effectually as if the Agent were the absolute owner thereof;




     (d) to extend the time of payment of any or all thereof and to make any allowance and
other adjustments with reference thereto;


provided, however, that the Agent shall have no duty as to the protection of the TM
Collateral or any income thereon, nor as to the preservation or rights against prior parties, nor
as to the preservation of any rights pertaining thereto.




     Section 13. Further Assurances. The Borrower will, from time to time, at its expense,
execute, deliver, file and record any statement, assignment, instrument, document, agreement,
notice or other paper and take any other action that the Agent may from time to time reasonably
determine to be necessary or desirable in order to create, preserve, upgrade in rank (to the extent
required hereby), perfect, confirm or validate the TM Collateral or to enable the Agent to obtain
the full benefits of this Agreement, or to enable the Agent to exercise and enforce any of its



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rights, powers and remedies hereunder with respect to any of the TM Collateral. At the request
of the Agent, the Borrower will use commercially reasonable efforts to obtain the consent of any
Person that is necessary or desirable to effect the pledge hereunder of any right, title, claims
and benefits now owned or hereafter acquired by any Borrower in and to any TM Collateral. To the
extent permitted by law, the Borrower hereby authorizes the Agent to execute, file and record
notices, financing statements or continuation statements without the Borrower’s signature appearing
thereon. The Borrower agrees that a carbon, photographic or other reproduction of this Agreement or
of a financing statement is sufficient as a notice or financing statement. The Borrower shall pay
the reasonable costs of, or incidental to, any recording or filing of any notice or financing or
continuation statements concerning the TM Collateral.



     Section 14. Notices. All notices under this Agreement shall be in writing, and shall
be given and shall be effective in accordance with the Credit Agreement.



     Section 15. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other Jurisdiction.



     Section 16. No Waiver; Cumulative Remedies. The Agent shall not, by any act, delay,
omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no
waiver shall be valid unless in writing, signed by the Agent, and then only to the extent therein
set forth. A waiver by the Agent of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Agent would otherwise have had on any other
occasion. No failure to exercise nor any delay in exercising on the part of the Agent any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies hereunder provided
are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and
remedies provided by law.



     Section 17. Waivers; Amendments. None of the terms and provisions of this Agreement
may be waived, altered, modified or amended except by an instrument in writing executed by the
parties hereto.



     Section 18. Limitation by Law. All rights, remedies and powers provided herein may be
exercised only to the extent that the exercise thereof does not violate any applicable provision of
law, and all the provisions hereof are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent necessary so that they
will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be
recorded, registered, or filed under the provisions of any applicable law.



     Section 19. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and shall inure to the benefit of the Agent and its successors
and assigns, and nothing herein or in the Credit Agreement or any other Loan Document is intended
or shall be construed to give any other Person any right, remedy or claim under, to or in respect
of this Agreement, the Credit Agreement or any other Loan Document.



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     Section 20. Governing Law; Consent to Jurisdiction, Etc. THIS AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND
SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER CONSENTS
TO THE JURISDICTION OF ANY OF THE FEDERAL OR STATE COURTS LOCATED IN SUFFOLK COUNTY IN THE
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY SUIT TO ENFORCE THE RIGHTS OF THE LENDERS
UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND CONSENTS TO SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE BORROWER’S ADDRESS SET FORTH HEREIN. THE
BORROWER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH ACTION BROUGHT IN THE COURTS REFERRED TO IN THIS SECTION AND IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH ACTION THAT SUCH ACTION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.



     Section 21. Waiver of Jury Trial. THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF
ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
AGENT OR THE LENDERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR THE LENDERS WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE
AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH EACH IS A PARTY BECAUSE OF, AMONG OTHER THINGS, THE BORROWER’S WAIVER
AND CERTIFICATIONS CONTAINED HEREIN.



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     IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement and
License to be executed and delivered by their duty authorized officers as of the date first set
forth above.



	 	 	 	 	 
	 	TIMEPAYMENT CORP.

 	 
	 	By:  	/s/ Richard F. Latour
 	 
	 	 	Name:  	Richard F. Latour 	 
	 	 	Title:  	President 	 
	 
	 	SOVEREIGN BANK, as Agent

 	 
	 	By:  	/s/ Jeffrey G. Millman
 	 
	 	 	Name:  	Jeffrey G. Millman 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE FOR TPC TRADEMARK SECURITY AGREEMENT AND LICENSE]




 









 








SCHEDULE I




INTELLECTUAL PROPERTY MATTERS




[TO BE COMPLETED BY BORROWER]



TRADEMARKS (including registered and material unregistered trademarks, trade names and
service marks, and all applications for any of the foregoing.)




CORPORATE NAMES




INTERNET DOMAIN NAMES