Trademark Security Agreement



 Exhibit 10.62 
 TRADEMARK SECURITY AGREEMENT 
 This TRADEMARK SECURITY AGREEMENT (this “Trademark
Security Agreement”) is made this 28th day of December, 2006, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually, a “Grantor”) and
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Agent, in its capacity as administrative agent for the Lender Group (together with its successors and assigns, in such capacity, the “Agent”). 
 WITNESSETH: 
 WHEREAS, pursuant to that
certain Credit Agreement dated of November 5, 2004 (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Credit Agreement”) among Imaging Holdings Corp.,
a Delaware corporation (f/k/a Monotype Imaging Holdings Corp.) (“Parent”), Monotype Imaging Inc., a Delaware corporation (f/k/a Monotype Imaging, Inc.) (“Administrative Borrower”), International Typeface
Corporation, a New York corporation (“Typeface” and together with Administrative Borrower, the “Borrowers”), the lenders party thereto (the “Lenders”) and Agent, the Lender Group agreed to make
certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; 
 WHEREAS, the
members of the Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit
of the Lender Group, that certain Security Agreement dated as of November 5, 2004 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security
Agreement”); 
 WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit
of the Lender Group, this Trademark Security Agreement; and 
 WHEREAS, pursuant to that certain Joinder and Consent Agreement to and Consent
and Waiver under, Credit Agreement dated as of December 28, 2006 (the “Joinder and Consent Agreement”), Agent and Required Lenders agreed to consent to the transfer of ownership of certain Trademarks from the Parent to Grantors
as set forth on Schedule II. 
 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, each 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 Security Agreement and/or the Credit Agreement. 
 2. TRANSFER OF OWNERSHIP OF TRADEMARKS. Pursuant to the Joinder and Consent Agreement, Parent has transferred the ownership of the Trademarks set forth on Schedule II to Grantors and made any and all necessary
filings with the United States Patent and Trademark Office as evidenced by the filings set forth on Schedule III. 
 3. GRANT OF SECURITY
INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Lender Group, a continuing first priority security interest in all of such 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 rights in and to Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto; 







 (b) all extensions, modifications and renewals of the foregoing; 
 (c) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and 
 (d) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past,
present or future (i) infringement or dilution of any Trademark, or (ii) injury to the goodwill associated with any Trademark. 
 4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the
Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully set forth herein. 
 5. AUTHORIZATION TO SUPPLEMENT.
Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any trademarks, registrations, or applications therefor (including, without limitation, extensions or renewals) which become part of the
Trademark Collateral under the Security Agreement. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing
security interest in all Collateral, whether or not listed on Schedule I. 
 6. COUNTERPARTS. This Trademark Security Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature hereto. 
 [signature page follows] 







 IN WITNESS WHEREOF, each 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. 
  

									
	GRANTORS:	 		 	 LINOTYPE CORP.,
 a Delaware
corporation, as a Grantor

					
		 		 		 	By:	 	/s/ Douglas J. Shaw
					
		 		 		 	Name:	 	Douglas J. Shaw
					
		 		 		 	Title:	 	  

 SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT 








											
	AGENT:	 		 	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.,
		 		 	a Delaware limited partnership, as Agent
					
		 		 		 	By:	 	 D. B. Zwirn Partners, LLC,
 its general
partner

						
		 		 		 		 	By:	 	     Zwirn Holdings, LLC,
     its managing member

					
		 		 		 	By:	 	/s/ Lawrence Cutler
					
		 		 		 	Name:	 	Lawrence Cutler
					
		 		 		 	Title:	 	Managing Member

 SIGNATURE PAGE OF TRADEMARK SECURITY AGREEMENT