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Exhibit 10.35
EXECUTION COPY
INTELLECTUAL PROPERTY
SECURITY AGREEMENT
This INTELLECTUAL PROPERTY
SECURITY AGREEMENT (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “ IP
Security Agreement ”) dated February 29, 2008,
is made by the Persons listed on the signature pages hereof
(collectively, the “ Grantors ”) in favor
of CITIZENS BANK OF PENNSYLVANIA (“ Citizens
”), as collateral agent (the “ Collateral
Agent ”) for the Secured Parties (as defined in the
Credit Agreement referred to below).
WHEREAS, Collect Acquisition
Corp., a Pennsylvania corporation (“ Collect
”), NCO Financial Systems, Inc., a Pennsylvania corporation
(together with Collect, the “ Borrower”
), Collect Holdings, Inc., a Delaware corporation (the “
Parent ”) and the Subsidiary Guarantors party
thereto have entered into a Credit Agreement dated as of
November 15, 2006 (as amended by that certain First Amendment
dated February 8, 2008 and as it may be further amended,
amended and restated, supplemented or otherwise modified from time
to time, the “ Credit Agreement ”), with
Citizens, as Administrative Agent and Collateral Agent, and the
Lender Parties party thereto. Terms defined in the Credit Agreement
and not otherwise defined herein are used herein as defined in the
Credit Agreement.
WHEREAS, as a condition
precedent to the making of Advances and the issuance of Letters of
Credit by the Lender Parties under the Credit Agreement and the
entry into Secured Hedge Agreements by the Hedge Banks from time to
time, each Grantor has executed and delivered that certain Security
Agreement dated November 15, 2006 made by the Grantors to the
Collateral Agent (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Security
Agreement ”).
WHEREAS, under the terms of
the Security Agreement, the Grantors have granted to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain intellectual property of
the Grantors, and have agreed as a condition thereof to execute
this IP Security Agreement for recording with the U.S. Patent and
Trademark Office, the United States Copyright Office and other
governmental authorities.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of
Security . Each Grantor hereby grants to the Collateral Agent
for the ratable benefit of the Secured Parties a security interest
in all of such Grantor’s right, title and interest in and to
the following (the “ Collateral
”):
the patents and patent
applications set forth in Schedule A hereto (the “
Patents ”);
the trademark and service
mark registrations and applications set forth in Schedule B hereto
(provided that no security interest shall be granted in United
States intent-to-use trademark applications to the extent that, and
solely during the period in
1
which, the grant of a
security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications, or any
trademark registrations issuing therefrom, under applicable federal
law), together with the goodwill symbolized thereby (the “
Trademarks ”);
all copyrights, whether
registered or unregistered, now owned or hereafter acquired by such
Grantor, including, without limitation, the copyright registrations
and applications and exclusive copyright licenses set forth in
Schedule C hereto (the “ Copyrights
”);
all reissues, divisions,
continuations, continuations-in-part, extensions, renewals and
reexaminations of any of the foregoing, all rights in the foregoing
provided by international treaties or conventions, all rights
corresponding thereto throughout the world and all other rights of
any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;
any and all claims for
damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or
breach wit
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