Exhibit 10.9
COPYRIGHT ASSIGNMENT OF SECURITY
WHEREAS, SquareTwo Financial Corporation a corporation formed under the laws of Delaware, located at 4340 S. Monaco, Denver, CO 80237 (the “Grantor”) is the owner of all right, title and interest in and to the United States copyrights and associated United States copyright registrations and applications for registration set forth under Grantor’s name in Schedule A attached hereto (the, “Copyrights”);
WHEREAS, Grantor is obligated to GMAC COMMERCIAL FINANCE LLC (“GMAC CF”) and various other financial institutions (collectively, “Lenders”) and GMAC CF as agent for Lenders (“Agent”) pursuant to (i) a certain Loan Agreement, dated the date hereof, among Agent, Lenders, Grantor and the other credit parties named therein and (ii) a certain Security Agreement, dated the date hereof, among Grantor, certain other credit parties named therein and Agent (as each may be amended, modified, restated or supplemented from time to time, collectively, the “Agreements”); and
WHEREAS, pursuant to the Agreements, Grantor is granting to Agent for its benefit and for the ratable benefit of Lenders a security interest in the security interest in and lien upon the copyrights and copyright registrations and applications therefor described above.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Grantor does hereby assign unto Agent for its benefit and for the ratable benefit of Lenders and grant to Agent for its benefit and for the ratable benefit of Lenders a security interest in and to the Copyrights, and the copyright registrations and applications therefor, which assignment and security interest shall secure all the Obligations as defined in the Agreements and in accordance with the terms and provisions thereof.
Grantor expressly acknowledges and affirms that the rights and remedies of Agent and Lenders with respect to the assignment and security interest granted hereby are more fully set forth in the Agreements.
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IN WITNESS WHEREOF, the undersigned have executed this Grant as of the 7th day of April, 2010.
| SQUARETWO FINANCIAL CORPORATION |
| |
| By: | /s/ Paul A. Larkins |
| Name: Paul A. Larkins |
| Title: President and Chief Executive Officer |
| |
| GMAC COMMERCIAL FINANCE LLC, as Agent |
| |
| |
| By: | /s/ Thomas Maiale |
| Name: Thomas Maiale |
| Title: Director |
STATE OF Colorado | ) |
| : ss.: |
COUNTY OF Denver | ) |
On this 7 day of April, 2010, before me personally came Paul A. Larkins, to me known, who, being by me duly sworn, did depose and say that he is the President of SQUARETWO FINANCIAL CORPORATION, the corporation/limited liability company described in and which executed the foregoing instrument; and that he signed his name thereto by order of the directors/members of said corporation/limited liability company.
| /s/ Kelly Ackerman |
| Notary Public |
| |
| Kelly Ackerman |
| Notary Public |
| State of Colorado |
| My Commission Expires 12/19/2012 |
STATE OF New York | ) |
| : ss.: |
COUNTY OF New York | ) |
On this day of April 2010, before me personally came Thomas Miaile, to me known, who, being by me duly sworn, did depose and say that he is Director of GMAC COMMERCIAL FINANCE LLC, the financial institution described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said financial institution .
| /s/ Eugenia H. Hunt |
| Notary Public |
| |
| Eugenia H. Hunt |
| Notary Public, State of New York |
| No. 01HU4880570 |
| Qualified in Queens County |
| Commission Expires 12/15/2010 |
SCHEDULE A
Schedule A to a Copyright Assignment of Security dated April 7, 2010, by and between Grantor and GMAC Commercial Finance LLC, as Agent
TITLE | | REGISTRATION NUMBER |
Success Through America’s Recovery Specialists (STARS)-Client | | TX 4-926-335 |
Supplement | | TX 5-130-092 |
Success Through America’s Recovery Specialists (STARS)-Server | | TX 889-233 |
Supplement | | TX 937-910 |
