Trademark Security Agreement And License Dated August 2, 2007 BY Leasecomm

Exhibit 10.9 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 LEASECOMM CORPORATION, a Massachusetts corporation (the " Obligor" ), in favor of SOVEREIGN BANK, in its capacity as agent for and representative of (in such capacity, the " Agent" ) the Lenders under the Credit Agreement dated as of the date hereof among TimePayment Corp., a Delaware corporation (the " Borrower" ) the Agent and the Lenders named therein (the " Credit Agreement" ). Unless otherwise defined herein, the terms defined in the Credit Agreement are used herein as defined in the Credit Agreement 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 and the Obligor will benefit, directly or indirectly, from the extensions of credit to be made under 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

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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. 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

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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 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 c ...