Exhibit 10.2


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT (this “Security Agreement”),
dated as of April 7, 2010, among SQUARETWO FINANCIAL CORPORATION, a
Delaware corporation (“US Borrower”), the US Loan Parties signatory
hereto (collectively with US Borrower, the “Grantors” and each a “Grantor”)
and GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its
individual capacity, “GMAC CF”), as administrative and collateral agent
(in such capacity, “Agent”) for the financial institutions who are or
hereafter become parties to the Loan Agreement (as defined below)
(collectively, the “Lenders” and individually, a “Lender”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to that certain Loan Agreement dated
as of the date hereof by and among Grantors, each of the other Loan Parties
party thereto, Agent and Lenders (including all annexes, exhibits and schedules
thereto, and as from time to time amended, restated, supplemented or otherwise
modified, the “Loan Agreement”), Lenders have agreed to make Loans to,
and to issue or arrange for the issuance of Lender Letters of Credit on behalf
of, US Borrower;


 


WHEREAS, in order to induce Agents and Lenders to
enter into the Loan Agreement and the other Loan Documents and to induce
Lenders to make the Advances and to issue or arrange for the issuance of Lender
Letters of Credit as provided for in the Loan Agreement, each Grantor has
agreed to guarantee the Obligations pursuant to Section 10 of the Loan
Agreement;


 


WHEREAS, in order to induce Agent and Lenders to enter
into the Loan Agreement and the other Loan Documents and to induce Lenders to
make the Advances and to issue or arrange for the issuance of Lender Letters of
Credit as provided for in the Loan Agreement, each Grantor has agreed to grant
a continuing Lien on the US Security Agreement Collateral (as hereinafter
defined) to secure the Obligations;


 


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,
the parties hereto agree as follows:


 


1.                                       DEFINED TERMS.


 


(a)                                  All capitalized terms
used but not otherwise defined herein have the meanings given to them in the
Loan Agreement.


 


(b)                                 All other terms contained
in this Security Agreement, unless the context indicates otherwise, have the
meanings provided for by the UCC to the extent the same are used or defined
therein, including, without limitation, the following terms: “Accounts”, “Account
Debtor”, “Buyer in Ordinary Course of Business”, “Chattel Paper”, “Commercial
Tort Claim”, “Deposit Account”, “Documents”, “Equipment”, “Fixtures”, “General
Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment Property”, “Letter
of Credit”, “Letter-of-Credit Rights”, 


 

















 


“Payment
Intangibles”, “Proceeds”, “Record”, “Software”, “Supporting Obligations” and “Tangible
Chattel Paper”.


 


(c)                                  “Contractual Obligations”
means, as applied to any Person, any indenture, mortgage, deed of trust,
contract, undertaking, agreement or other instrument to which that Person is a
party or by which it or any of its properties is bound or to which it or any of
its properties is subject.


 


(d)                                 “Copyright License” means
any and all rights now owned or hereafter acquired by any Grantor under any
written agreement granting any right to such Grantor to use any Copyright or
Copyright registration owned by a third party.


 


(e)                                  “Design” means all of the
following now owned or hereafter acquired by any Loan Party: (a) all
industrial designs and intangibles of like nature (whether registered or
unregistered), now owned or existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications  in connection therewith, including all
registrations, recordings and applications in the Canadian Industrial Design
Office or in any similar office or agency in any other country or any political
subdivision thereof, and (b) all reissues, extensions or renewals thereof.


 


(f)                                    “Design License” means
rights under any written agreement now owned or hereafter acquired by any
Grantor granting any right to use any Design.


 


(g)                                 “Excluded Accounts” means
any deposit accounts that are payroll, employee benefit and similar trust
accounts and any other trust accounts pursuant to which any Grantor receives collections
on behalf of third parties.


 


(h)                                 “Excluded Property” shall
have the meaning assigned to that term in subsection 2(a).


 


(i)                                     “General Power of
Attorney” shall have the meaning assigned to that term in subsection 6(b).


 


(j)                                     “License” means any Copyright
License, Patent License, Design License, Trademark License or other license of
rights or interests now held or hereafter acquired by any Grantor.


 


(k)                                  “Patent License” means
rights under any written agreement now owned or hereafter acquired by any Grantor
granting any right to such Grantor with respect to any invention on which a
Patent owned by a third party is in existence.


 


(l)                                     “Power of Attorney” shall
have the meaning assigned to that term in subsection 6(b).


 


(m)                               “Proceeds” shall have the
meaning assigned to it under Section 9-102 (64) of the UCC, and in any
event, shall include, but not be limited to, (i) any and all proceeds of
any insurance, indemnity, warranty or guarantee payable to Grantor from time to
time with respect to any of the US Security Agreement Collateral, (ii) any
and all payments (in any form whatsoever) 


 


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made
or due and payable to Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the US Security Agreement Collateral by any Governmental Authority (or
any person acting under color of governmental authority), and (iii) any
and all other amounts from time to time paid or payable under or in connection
with any of the US Security Agreement Collateral.


 


(n)                                 “Quarterly Date” means
the next date on which Financial Statements are delivered pursuant to item 2 of
the Reporting Rider to the Loan Agreement for the last month of any Fiscal
Quarter.


 


(o)                                 “Special Power of
Attorney” shall have the meaning assigned to that term in subsection 6(b).


 


(p)                                 “Supplement” shall have
the meaning assigned to such term in Section 4(p) hereof.


 


(q)                                 “Trademark License” means
rights under any written agreement now owned or hereafter acquired by any
Grantor granting any right to such Grantor to use any Trademark owned by a
third party.


 


(r)                                    “Uniform Commercial Code
Jurisdiction” means any jurisdiction that has adopted all or substantially all
of Article 9 as contained in the 2005 Official Text of the Uniform
Commercial Code, as recommended by the National Conference of Commissioners on
Uniform State Laws and the American Law Institute, together with any subsequent
amendments or modifications to the Official Text.


 


2.                                       GRANT OF LIEN.


 


(a)                                  To secure the prompt
payment, performance and observance of the Obligations, including all renewals,
extensions, restructurings and refinancings of any or all of the Obligations,
each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a
continuing security interest in, and lien and mortgage in and to, all of such
Grantor’s personal property and other assets described below, in each case,
whether now owned or existing or hereafter acquired or arising and regardless
of where located (all being collectively referred to as the “US Security
Agreement Collateral”) including, without limitation, all:


 


(i)                                     Accounts;


 


(ii)                                  Chattel Paper;


 


(iii)                               Commercial Tort Claims, including those
specified on Schedule 2(a) hereto;


 


(iv)                              Deposit Accounts and cash and other monies and
property of such US Loan Party in the possession or under the control of Agent,
any Lender or any participant of any Lender with respect to the Loan Agreement
and/or the Loan Documents;


 


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(v)                                 Documents;


 


(vi)                              Equipment;


 


(vii)                           Fixtures;


 


(viii)                        General Intangibles (including the Patents,
Trademarks and Copyrights listed on Schedule 4(g) hereto, and all other
Intellectual Property);


 


(ix)                                Licenses;


 


(x)                                   Goods;


 


(xi)                                Instruments;


 


(xii)                             Inventory;


 


(xiii)                          Investment Property;


 


(xiv)                         Letter-of-Credit Rights and Supporting
Obligations;


 


(xv)                            all money, cash or cash equivalents of such
Grantor;


 


(xvi)                         other personal property whether or not subject
to the UCC together with all books, records, ledger cards, files,
correspondence, computer programs, tapes, disks and related data processing
software that at any time evidence or contain information relating to any of
the property described above or are otherwise necessary or helpful in the
collection thereof or realization thereon; and


 


(xvii)                      Proceeds and products of all or any of the
property described above;


 


provided, however, that notwithstanding any of
the other provisions set forth in this Section 2, (I) this Security
Agreement shall not constitute a grant of a security interest in, and the US
Security Agreement Collateral shall not include, (A) any property to the
extent that such grant of a security interest is (x) prohibited by any
requirements of any law, rule or regulation of a Governmental Authority,
or requires a consent not obtained of any Governmental Authority pursuant to
such requirement or (y) prohibited by, or constitutes a breach or default
under or results in the termination of or requires any consent not obtained under,
any contract, license, agreement, instrument or other document evidencing or
giving rise to such property; provided, further, that the exclusions set forth
in clauses (A)(x) and (A)(y) above shall not apply to Accounts,
payment intangibles or to any other category of US Security Agreement
Collateral to the extent such requirements of law, rule or regulation or
the term in such contract, license, agreement, instrument or other document
providing for such prohibition, breach, default or termination or requiring
such consent is ineffective under applicable law; (B) Stock in excess of
shares representing 100% of the nonvoting Stock and 65% of the total combined
voting power of all classes of Stock entitled to vote of any Foreign
Subsidiary, if such action would result in material adverse, incremental tax
liabilities under Section 956 of the IRC; (C) Excluded 


 


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Accounts; (D) Stock
issued by Collect Air, Astrum, or CA Marketing; (E) any “intent to use”
Trademark applications for which a statement of use has not been filed (but
only until such statement is filed); or (F) any “Collateral” as such term
is defined in the US Pledge Agreement (any such items described in clauses (A) through
(F) above shall be referred to herein as “Excluded Property”) and (II) the
representations, warranties and covenants in this Security Agreement shall not
apply to (x) any property that is not included in the US Security
Agreement Collateral and (y) any matters that are the subject of
post-closing obligations so long as the Grantors are in compliance with such
post-closing obligations under the Loan Documents.


 


(b)                                 In addition, to secure
the prompt and complete payment, performance and observance of the Obligations
and in order to induce Agent and Lenders as aforesaid, each Grantor hereby
grants to Agent, for the benefit of Agent and Lenders, a right of setoff,
following the occurrence and during the continuance of an Event of Default
against the property of such Grantor held by Agent or any Lender, consisting of
property described above in Section 2(a) now or hereafter in
the possession or custody of or in transit to Agent or any Lender, for any
purpose, including safekeeping, collection or pledge, for the account of such
Grantor, or as to which such Grantor may have any right or power.


 


3.                                       AGENT’S AND LENDERS’ RIGHTS; LIMITATIONS ON
AGENT’S AND LENDERS’ OBLIGATIONS.


 


(a)                                  It is expressly agreed by
each Grantor that, anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of its Contractual Obligations and each
of its Licenses to observe and perform all of the conditions and obligations to
be observed and performed by it thereunder to the same extent as if this
Security Agreement and the other Loan Documents had not been executed.  Neither Agent nor any Lender shall have any
obligation or liability under any Contractual Obligations or License by reason
of or arising out of this Security Agreement or the granting herein of a Lien
thereon or the receipt by Agent or any Lender of any payment relating to any
such Contractual Obligations or License pursuant hereto.  Neither Agent nor any Lender shall be
required or obligated in any manner to perform or fulfill any of the
obligations of any Grantor under or pursuant to any Contractual Obligations or
License, 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 Contractual Obligations or License, or to present or
file any claims, 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.


 


(b)                                 Agent may at any time
after an Event of Default has occurred and is continuing without prior notice
to Grantors, notify Account Debtors and other Persons obligated on the US
Security Agreement Collateral that Agent has a security interest therein, and
that payments in respect of such US Security Agreement Collateral shall be made
directly to Agent.  Upon the request of
Agent, following the occurrence and during the continuation of an Event of
Default, Grantors shall so notify Account Debtors and other Persons obligated
on the US Security Agreement Collateral. 
Once any such notice has been given to any Account Debtor or other
Person obligated on the US Security Agreement Collateral, the affected Grantor
shall not give any contrary instructions to such Account Debtor or other Person
without Agent’s prior written consent.


 


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(c)                                  Subject to Section 14
hereof, upon election of Agent at any time while and so long as an Event of
Default and acceleration of the Obligations shall be continuing, Agent may at
any time in Agent’s own name, in the name of a nominee of Agent or in the name
of any Grantor communicate (by mail, telephone, facsimile or otherwise) with
Account Debtors, parties to Contractual Obligations and obligors in respect of
Instruments to verify with such Persons, to Agent’s satisfaction, the
existence, amount, terms of, and any other matter relating to, Accounts, Instruments,
Chattel Paper and/or Payment Intangibles. 
If an Event of Default and acceleration of the Obligations shall have occurred
and be continuing, each Grantor, at its own expense, shall cause the
independent certified public accountants then engaged by such Grantor to
prepare and deliver to Agent and each Lender at any time and from time to time
promptly upon Agent’s request the following reports with respect to such
Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all
Accounts; (iii) trial balances; and (iv) a test verification of such
Accounts as Agent may request.


 


4.                                       REPRESENTATIONS AND WARRANTIES.  Each
Grantor represents and warrants that as of the Closing Date and as of the date
of any Advance is made or any Letter of Credit is issued:


 


(a)                                  Each Grantor has rights
in and the corporate or limited liability company power to transfer each item
of the US Security Agreement Collateral upon which it purports to grant a Lien
hereunder free and clear of any and all Liens other than Permitted
Encumbrances.


 


(b)                                 No effective security
agreement, financing statement, equivalent security or Lien instrument or
continuation statement covering all or any part of the US Security Agreement
Collateral is on file or of record in any public office, except such as may
have been filed (i) by any Grantor or Agent in favor of Agent pursuant to
this Security Agreement or the other Loan Documents, (ii)  in connection
with any other Permitted Encumbrances, (iii) with respect to the Grantors’
Existing Credit Agreement (provided that any and all of the filed agreements,
financing statements, instruments or continuation statements referenced in this
clause (iii) shall be released on the Closing Date), and (iv) financing
statements filed by purchasers of Assets in respect of Assets that are no
longer owned by any Grantor.


 


(c)                                  This Security Agreement
is effective to create a valid and continuing Lien on and, upon the filing of
the appropriate financing statements, a perfected Lien in favor of Agent, for
the benefit of Agent and Lenders, on the US Security Agreement Collateral
(other than Fixtures and Commercial Tort Claims that are not subject to the
requirements of Section 5(a)(vii) hereof) with respect to which a
Lien may be perfected by filing pursuant to the UCC.  Such Lien is enforceable as such as against
any and all creditors of and purchasers from Grantors (other than purchasers
and lessees of Inventory in the ordinary course of business and non-exclusive
licensees of General Intangibles in the ordinary course of business).


 


(d)                                 Schedule 4(d) hereto lists,
as of the Closing Date, (x) all Instruments, Letter of Credit Rights and
Chattel Paper with an aggregate value in excess of $500,000 of each Grantor,
other than Instruments, Letter of Credit Rights and Chattel Paper relating to
the Assets, and (y) all Instruments, Letter of Credit Rights and Chattel
Paper of each Grantor relating to the Assets with an individual value in excess
of $100,000.


 


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(e)                                  Schedule 4(e) hereto sets
forth as of the Closing Date, and with respect to the information required
pursuant to Section 5(a)(ii), as of each date that such information is
required to be delivered thereunder, each Grantor’s name (within the meaning of
Section 9-503 of the UCC) as it appears in official filings in the state
of its incorporation or organization, all other names (including trade names,
fictitious names and business names) under which any Grantor currently conducts
business, or has at any time during the past five years conducted business, the
name of any entity which any Grantor has acquired in whole or in part or from
whom any Grantor has acquired a significant amount of assets within the past
five years (other than purchases of Assets in the ordinary course of business),
the type of entity of such Grantor (including corporation, partnership, limited
partnership or limited liability company), organizational identification number
issued by such Grantor’s state of incorporation or organization or a statement
that no such number has been issued, such Grantor’s state of incorporation or
organization, the location of such Grantor’s chief executive office, principal
place of business, offices, all warehouses and premises where US Security
Agreement Collateral is stored or located (other than any documentation
relating to Assets that is in the possession of Franchisees or Light Users in the
ordinary course of business), and the locations of its books and records
concerning the US Security Agreement Collateral (other than any books and
records relating to Assets that is in the possession of Franchisees or Light
Users in the ordinary course of business). 
Each Grantor has only one state of incorporation or organization.


 


(f)                                    With respect to the
Assets and Asset Pools, except as otherwise disclosed to Agent in writing in
the most recent Borrowing Base Certificate, as to each of each Grantor’s existing
Assets and Asset Pools:  such Assets and
Asset Pools have been acquired in the ordinary course of each Grantor’s (other
than Holdings’) business, consistent with such Grantor’s underwriting policies
as in effect from time to time; each Grantor is the lawful owner of such Asset
and Asset Pool (other than Assets and Asset Pools sold after the delivery of
such Borrowing Base Certificate pursuant to transactions permitted under the
Loan Documents) and has the right to assign the same to Agent, for the benefit
of Agent and Lenders; and such Asset and Asset Pool is free of all Liens, other
than those in favor of Agent, on behalf of itself and Lenders, and Permitted
Encumbrances.  After the occurrence of an
Event of Default and the acceleration of the Obligations and exercise of
remedies by Agent:  (i) no Grantor
shall, without the prior written consent of Agent, adjust, settle or compromise
the amount or payment of any Asset, or release wholly or partly any Account
Debtor (or any other Person obligated on such Asset), or allow any credit or
discount thereon, and (ii) Agent shall have the right at any time (A) to
exercise the rights of Grantors, with respect to the obligation of the Account
Debtor or any other Person obligated on such Asset to make payment or otherwise
render performance to any such Grantor, and with respect to any property that
secures the obligations of the Account Debtor or of any such other Person
obligated on such Asset; and (B) to adjust, settle or compromise the
amount or payment of any such Asset or release wholly or partly any Account
Debtor or obligor thereunder or allow any credit or discount thereon.


 


(g)                                 With respect to the
Intellectual Property included in the US Security Agreement Collateral that
does not constitute commercial off-the-shelf software that is generally
available to the public:


 


(i)                                     Except as would not reasonably be expected to
have a Material Adverse Effect, each Grantor and each of its Subsidiaries owns,
is licensed to use 


 


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or
otherwise has the right to use, all Intellectual Property used in or necessary
for the conduct of its business as currently conducted;


 


(ii)                                  As of the date hereof and as of any Quarterly
Date, (A) no Grantor has any interest in, or title to, any Patent,
Trademark or Copyright subject to a registration or application for a
registration, except as set forth in Schedule 4(g) hereto, and (B) no
Grantor has any License the absence of which would reasonably be expected to
result in a Material Adverse Effect except as set forth in Schedule 4(g);


 


(iii)                               Except as would not reasonably be expected to
have a Material Adverse Effect, each of the Patents, Trademarks or Copyrights
are subsisting and have not been adjudged invalid or unenforceable in whole or in
part;


 


(iv)                              To the best of Grantors’ knowledge, each of
the Patents, Trademarks, and Copyrights are valid and enforceable, except to
the extent that the lack of such validity or enforceability would not
reasonably be expected to have a Material Adverse Effect;


 


(v)                                 There is no outstanding claim that the use of
any of the Patents, Trademarks, Copyrights or other Intellectual Property
violates the rights of any third person, which claim would reasonably be
expected to have a Material Adverse Effect;


 


(vi)                              Grantors are the sole and exclusive owners of
the entire and unencumbered right, title and interest in and to each of the
material Patents, Trademarks, Copyrights, and other material Intellectual
Property purported to be owned by it free and clear of any liens, charges and
encumbrances (including without limitation pledges, assignments, licenses,
registered user agreements and covenants by Grantors not to sue third persons),
except for Permitted Encumbrances and the Licenses disclosed on Schedule 4(g)
attached hereto;


 


(vii)                           Except as set forth on Schedule 4(g) or
as permitted pursuant to Section 7.3(C) of the Loan Agreement, there are
no effective restrictions on any Grantor’s or any of its Subsidiaries’ right to
create a Lien in any such Intellectual Property that is material nor in Agent’s
right to perfect and enforce such Lien; and


 


(viii)                        This Security Agreement is effective to create
a valid and continuing Lien on and, upon filing of appropriate financing
statements, the Copyright Assignment of Security (in the form attached hereto
as Exhibit A) with the United States Copyright Office and filing of the
Patent Assignment of Security (in the form attached hereto as Exhibit B)
and the Trademark Assignment of Security (in the form attached hereto as Exhibit C)
with the United States Patent and Trademark Office, perfected Liens in favor of
Agent on Patents, Trademarks, Copyrights, and other Intellectual Property, and
such perfected Liens are enforceable as such as against any and all creditors
of and purchasers from Grantors to the extent such Liens are able to be
perfected by such filings, subject 


 


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only
to the right of holders of Permitted Encumbrances.  Upon filing of the Copyright Assignment of
Security with the United States Copyright Office and filing of the Patent
Assignment of Security and the Trademark Assignment of Security with the United
States Patent and Trademark Office and the filing of appropriate financing
statements, all action necessary to protect and perfect Agent’s Lien on
Grantors’ Patents, Trademarks and Copyrights shall have been duly taken.


 


(h)                                 Intentionally Omitted.


 


(i)                                     Intentionally Omitted.


 


(j)                                     Except for matters
disclosed on Schedule 2(a), as of the Closing Date, no Grantor owns any
Commercial Tort Claims with a value that such Grantor reasonably expects to
exceed $500,000.


 


(k)                                  Schedule 4(k) sets forth,
as of the Closing Date, the account numbers and locations of all Deposit
Accounts or other bank accounts of each Grantor.


 


(l)                                     Except as disclosed on Schedule
4(l) and other than any documentation relating to Assets that is in
the possession of Franchisees or Light Users in the ordinary course of
business, as of the Closing Date, none of the US Security Agreement Collateral
is in the possession of any consignee, bailee, warehouseman, agent or
processor.


 


(m)                               Intentionally Omitted.


 


(n)                                 None of the US Security
Agreement Collateral (x) constituting Assets, Asset Pools or Asset Pool
Proceeds; or (y) constituting any other US Security Agreement Collateral
with a value in excess of $500,000, is of a type in which Liens may be
registered, recorded or filed under, or notice thereof given under, any federal
statute or regulation except, with respect to clauses (x) and (y) above,
for US Security Agreement Collateral described on Schedule 4(g) hereto
and other registered Intellectual Property or as otherwise disclosed to the
Agent in writing promptly after the acquisition thereof.  Each Grantor shall promptly notify Agent in
writing upon acquiring any interest hereafter in US Security Agreement
Collateral (x) constituting Assets, Assets Pools or Asset Pool Proceeds or
(y) constituting any other US Security Agreement Collateral with a value
in excess of $500,000 (other than registered Intellectual Property), that is of
a type where a Lien may be registered, recorded of filed under, or notice
thereof given under, any federal statute or regulation.


 


(o)                                 Intentionally Omitted.


 


(p)                                 Each Grantor may amend (x) Schedule
4(e) (provided that the requirements of subsection 5(a)(ii) hereof
and any other provisions of this Agreement other than the provisions of Section 4(e) hereto)
shall not be waived or modified thereby), and (y) Schedule 4(g) (provided
that the requirements of subsection 5(c) hereof and any other provisions
of this Agreement, other than the provisions of Section 4(g) hereof,
shall not be waived or modified thereby, and provided, further that no
Grantor may amend such schedule to add any agreement that is not permitted by
subsection 7.3(C) of the Loan Agreement or to add any effective 


 


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restrictions
on Agent’s right to perfect and enforce any Lien on any Intellectual Property
that is material), each by delivering a completed Supplement, substantially in
the form of Exhibit F attached hereto (a “Supplement”), and any
representation, warranty, or covenant contained herein which refers to any such
Schedule shall from and after the date of any such amendment refer to such
Schedule as so amended; provided however, that in no event shall the amendment
of any such Schedule constitute a waiver by Agent and Lenders of any Default or
Event of Default that exists prior to such amendment without giving effect to
such amendment of such Schedule.


 


5.                                       COVENANTS.  Each
Grantor covenants and agrees with Agent, for the benefit of Agent and Lenders,
that from and after the date of this Security Agreement and until all
Obligations have been Paid in Full:


 


(a)                                  Further Assurances;
Letters of Credit.


 


(i)                                     Generally.  At any time
and from time to time, upon the reasonable written request of Agent and at the
sole expense of each Grantor, such Grantor shall promptly and duly execute and
deliver any and all such further instruments and documents and take such
further actions as Agent may reasonably request to obtain the full benefits of
this Security Agreement and of the rights and powers herein granted, including (A) using
its commercially reasonable efforts to secure all consents and approvals
necessary for the assignment to or for the benefit of Agent of any License or
Contractual Obligations held by such Grantor and to enforce the security
interests granted hereunder; and (B) filing any financing or continuation
statements under the UCC with respect to the Liens granted hereunder or under
any other Loan Document as to those relevant jurisdictions that are not Uniform
Commercial Code Jurisdictions.


 


(ii)                                  Organizational, Name or Location Changes.  Each
Grantor will give Agent (A) at least thirty (30) days (or such shorter
period as permitted by Agent in its sole discretion) advance written notice of
any (1) change of name of any Grantor, (2) changes in any Grantor’s
state or other jurisdiction of organization or its organizational
identification number, or (3) reincorporation or reorganization of a
Grantor under the laws of any jurisdiction other than the jurisdiction in which
it is incorporated or organized as of the date hereof and (B) prompt
written notice of any (1) change of principal place of business or chief
executive office of any Grantor, (2) change in the principal location of
any Grantor’s books and records or change in the locations of all warehouses
and premises where the US Security Agreement Collateral is stored other than
any changes in the location of books and records relating to the Assets in the
ordinary course of business, and (3) change of trade names, fictitious
names and business names of any Grantor. 
In connection with and as a condition to taking any action described in
clauses (A) and (B), each Grantor shall take all necessary action to
maintain the continued perfection and priority of the Liens created hereunder
in the US Security Agreement Collateral, including any actions that may be
reasonably requested by the Agent. 
Information delivered pursuant to this Section 5(a)(ii) shall
be deemed to supplement Schedule 4(e).


 


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(iii)                               Deposit Accounts.  To the
extent required by the Loan Agreement, each Grantor shall obtain a Control
Agreement with each bank or financial institution holding a Deposit Account
(other than any Excluded Account) for such Grantor.  Agent agrees that, notwithstanding anything
to the contrary in any Control Agreement, it shall not deliver a notice of
springing dominion or similar notice to the bank or financial institution
thereunder unless an Event of Default shall have occurred and be continuing.


 


(iv)                              Letters of Credit.  If any
Grantor becomes the beneficiary of a letter of credit with a term of six (6) months
or more and a face amount in excess of $500,000, such Grantor shall promptly,
and in any event not later than the next Quarterly Date after becoming a
beneficiary, notify Agent thereof and if requested by Agent, use commercially
reasonable efforts to enter into a tri party agreement with Agent and the
issuer and/or confirmation bank with respect to Letter-of-Credit Rights
assigning such Letter-of-Credit Rights to Agent and to amend such letter of
credit to provide that all payments thereunder shall be made by wire transfer
or deposit to a deposit account subject to a Control Agreement in favor of
Agent, all in form and substance reasonably satisfactory to Agent.


 


(v)                                 [Intentionally Omitted]


 


(vi)                              Financing Statements.  Each
Grantor hereby irrevocably authorizes Agent at any time and from time to time
prior to the Payment in Full of the Obligations to file in any filing office in
any Uniform Commercial Code Jurisdiction any initial financing statements and
amendments thereto that (a) indicate the US Security Agreement Collateral (i) as
all assets of such Grantor or words of similar effect, regardless of whether
any particular asset comprised in the US Security Agreement Collateral falls
within the scope of Article 9 of the UCC of such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) contain
any other information required by part 5 of Article 9 of the UCC for the
sufficiency or filing office acceptance of any financing statement or
amendment, including (i) whether such Grantor is an organization, the type
of organization and any organization identification number issued to such
Grantor, and (ii) in the case of a financing statement filed as a fixture
filing, a sufficient description of real property to which the US Security
Agreement Collateral relates.  Each
Grantor agrees to furnish any such information to the Agent promptly upon
request.  Each Grantor also ratifies its
authorization for Agent to have filed in any Uniform Commercial Code
Jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof. 
Notwithstanding the foregoing, if reasonably requested by any Grantor in
writing, Agent shall make such filings as may be reasonably requested to
evidence that the security interests hereunder do not attach to any property
that constitutes Excluded Property (solely to the extent that and so long as,
such property constitutes Excluded Property).


 


(vii)                           Commercial Tort Claims.  Each
Grantor shall promptly, and in any event within ten (10) Business Days
after obtaining knowledge that the same is 


 


11

















 


acquired
by it, notify Agent of any commercial tort claim (as defined in the UCC)
acquired by it that is reasonably anticipated to result in a recovery in excess
of $500,000 and unless otherwise consented by Agent, such Grantor shall enter
into a Supplement granting to Agent a Lien in such commercial tort claim.


 


(b)                                 Maintenance of Records.  Each Grantor shall keep and maintain in all
material respects, at its own cost and expense, satisfactory and complete
records in all material respects of the US Security Agreement Collateral,
including a record of any and all payments received and any and all credits
granted with respect to the US Security Agreement Collateral and all other
dealings with the US Security Agreement Collateral.


 


(c)                                  Covenants Regarding
Patents, Trademarks, Copyrights and Licenses.


 


(i)                                     Each Grantor shall notify Agent promptly if it
knows that any application or registration relating to any material registered
Patent, Trademark or Copyright (now or hereafter existing) it owns is
reasonably expected to become abandoned or dedicated to the public domain, or
of any material adverse determination or development (including the institution
of, or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, the United States Copyright Office or any
court) regarding such Grantor’s ownership of any such Patent, Trademark or
Copyright, its right to register the same, or to keep and maintain the same,
other than registrations and applications abandoned in the ordinary course of
business.


 


(ii)                                  Each Grantor shall notify Agent in writing not
later than the next Quarterly Date if either itself or through any agent,
employee, licensee or designee, filed an application for the registration of
any material Patent, Trademark or Copyright with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency, and, upon request of Agent, such Grantor shall execute and deliver
Patent Assignments of Security, Copyright Assignments of Security or Trademark
Assignments of Security as Agent may reasonably request to evidence Agent’s
Lien on such Patent, Trademark or Copyright, and the General Intangibles of
such Grantor relating thereto or represented thereby.  Information delivered pursuant to this clause
(ii) shall be deemed to supplement Schedule 4(g).


 


(iii)                               Each Grantor shall take all actions necessary
or reasonably requested by Agent to maintain and pursue each application, to
obtain the relevant registration and to maintain the registration of each of the
material Patents, Trademarks and Copyrights (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits
of noncontestability and opposition and interference and cancellation
proceedings, unless such Grantor shall determine that such Patent, Trademark or
Copyright is not material to the conduct of its business.


 


(iv)                              In the event that any Grantor becomes aware
that any of its US Security Agreement Collateral consisting of material
Patents, Trademarks or 


 


12

















 


Copyrights
is infringed upon, or misappropriated or diluted by a third party, such Grantor
shall, unless it shall reasonably determine that such Patent, Trademark or
Copyright is not material to the conduct of its business or operations, after
having exhausted negotiations or other attempts to resolve the dispute, sue for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and shall take such other
actions as Agent shall deem necessary under the circumstances to protect such
Patent, Trademark or Copyright.


 


(v)                                 Grantors will not amend, modify, terminate or
waive any provision of any License in any manner which would reasonably be expected
to result in a Material Adverse Effect.


 


(vi)                              Each Grantor shall use its commercially
reasonable efforts, if requested by Agent, to obtain any consents, waivers or
agreements necessary to enable Agent to exercise remedies hereunder and under
the other Loan Documents with respect to any material Intellectual Property and
any of such Grantor’s other rights under any material General Intangibles,
including such Grantor’s rights as a licensee of computer software; provided,
however, that the requirements of this clause (vi) shall not
include an obligation to enter into an escrow or similar arrangement with
respect to the eAGLE Software.


 


(vii)                           Grantors will continue to use for the duration
of this Security Agreement, proper statutory notice, where appropriate, in
connection with its use of the Patents, Trademarks, Copyrights, and other
Intellectual Property to the extent that failure to do so would be reasonably
be expected to have a Material Adverse Effect;


 


(d)                                 Covenants regarding eAGLE
System.  In the event that all or any
portion of the eAGLE System is comprised of registered Patents, Trademarks or
Copyrights owned by any Grantor, the applicable Grantor shall notify Agent and
take all actions reasonably required to assure that Agent as a duly perfected,
first priority security interest therein.


 


(e)                                  Covenants Regarding
Equipment.  Each
Grantor shall notify Agent in writing not later than the next Quarterly Date in
the event that such Grantor obtains any Equipment covered by any certificate of
title with a value in excess of $500,000 individually or $2,500,000 in the
aggregate.  Upon request of Agent, each
Grantor shall promptly deliver to Agent any and all certificates of title,
applications for title or similar evidence of ownership of all of such Equipment
and shall cause Agent to be named as lienholder on any such certificate of
title or other evidence of ownership.


 


(f)                                    Covenants Regarding
Documents, Instruments, Chattel Paper and Investment Property.  Each Grantor shall, not later than the next
Quarterly Date following the acquisition thereof, notify Agent of the existence
of all US Security Agreement Collateral consisting of negotiable Documents,
certificated and uncertificated securities, Instruments, and Chattel
Paper, each with a value in excess of $500,000 on an individual basis. If
requested by Agent, each Grantor shall (i) promptly deliver to Agent all
such US Security Agreement 


 


13

















 


Collateral
consisting of negotiable Documents, certificated securities and Instruments
with a value in excess of $500,000 on an individual basis (in each case,
accompanied by stock powers, allonges or other instruments of transfer executed
in blank), (ii) in the case of any Investment Property constituting
uncertificated securities with a value in excess of $500,000 on an individual
basis, use commercially reasonable efforts to obtain from any issuers of such
Investment Property, for the benefit of Agent, written confirmation of Agent’s
Control over such Investment Property upon terms and conditions reasonably
satisfactory to Agent and (iii) in the case of any Tangible Chattel Paper
with a value in excess of $500,000 on an individual basis, promptly deliver to
Agent all such US Security Agreement Collateral consisting of Tangible Chattel
Paper with a value in excess of $500,000 on an individual basis duly endorsed
and accompanied by duly executed instruments of transfer or assignment, all in
form and substance reasonably satisfactory to Agent.


 


(g)                                 Intentionally Omitted.


 


(h)                                 Indemnification.


 


(i)                                     In any suit, proceeding or action brought by
Agent or any Lender relating to any US Security Agreement Collateral for any
sum owing with respect thereto or to enforce any rights or claims with respect
thereto, each Grantor will save, indemnify and keep Agent and Lenders harmless
from and against all expense (including reasonable attorneys’ fees and
expenses), loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction of liability whatsoever of the Account
Debtor or other Person obligated on the US Security Agreement Collateral,
arising out of a breach by such Grantor of any obligation thereunder or arising
out of any other agreement, indebtedness or liability at any time owing to, or
in favor of, such obligor or its successors from such Grantor, except in the
case of Agent or any Lender, to the extent such expense, loss, or damage is
attributable to the gross negligence or willful misconduct of Agent or such
Lender as determined by a court of competent jurisdiction.  All such obligations of each Grantor shall be
and remain enforceable against and only against Grantors and shall not be
enforceable against Agent or any Lender.


 


(ii)                                  In addition, with respect to Intellectual
Property, each Grantor assumes all responsibility and liability arising from
the use of the Trademarks, Patents, Copyrights and other Intellectual Property,
and each Grantor hereby indemnifies and holds Agent and Lenders harmless from
and against any claim, suit, loss, damage or expense (including reasonable
attorneys’ fees) arising out of such Grantor’s operations of Grantor’s business
from the use of the Trademarks, Patents, Copyrights or other Intellectual
Property.  In any suit, proceeding or
action brought by Agent or any Lender under any License for any sum owing
thereunder, or to enforce any provisions of such License, Grantors will
indemnify and keep Agent and Lenders harmless from and against all expense,
loss or damage suffered by reason of any defense, set off, counterclaim,
recoupment or reduction or liability whatsoever of the obligee thereunder,
arising out of a breach by Grantors of any obligation thereunder or arising out
of any other agreement, 


 


14

















 


indebtedness
or liability at any time owing to or in favor of such obligee or its successors
from any Grantor, and all such obligations of Grantors shall be and remain
enforceable against and only against Grantors and shall not be enforceable
against Agent or any Lender.


 


(i)                                     Intentionally Omitted.


 


(j)                                     Limitation on Liens on US
Security Agreement Collateral.  Each Grantor will not create, permit or
suffer to exist, and will take commercially reasonable efforts to defend the US
Security Agreement Collateral against, and take such other action as is
necessary to remove, any Lien on the US Security Agreement Collateral, except
Permitted Encumbrances, and will defend the rights of Agent and Lenders in and
to any of such Grantor’s rights under the US Security Agreement Collateral
against the claims and demands of all Persons whomsoever.


 


(k)                                  Limitations on
Disposition.  No Grantor
will sell, license, lease, transfer or otherwise dispose of any of the US
Security Agreement Collateral, except as permitted by the Loan Agreement.


 


(l)                                     Intentionally Omitted.


 


(m)                               Intentionally Omitted.


 


(n)                                 Intentionally Omitted.


 


(o)                                 Intentionally Omitted.


 


(p)                                 Terminations; Amendments
Not Authorized.  Each
Grantor acknowledges that it is not authorized to file any financing statement
or amendment or termination statement with respect to any financing statement
without the prior written consent of Agent and agrees that it will not do so
without the prior written consent of Agent, subject to such Grantor’s rights
under Section 9-509(d)(2) of the UCC.


 


(q)                                 Authorized Terminations.  Agent will promptly deliver to Grantors for
filing or authorize Grantors to prepare and file termination statements and
releases in accordance with Section 9.1(H) of the Loan Agreement.


 


6.                                       AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT.


 


(a)                                  Each Grantor hereby
irrevocably constitutes and appoints Agent and any officer or agent thereof,
with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of such Grantor and
in the name of such Grantor or in its own name, from time to time in Agent’s
discretion, but subject to Section 6(d), for the purposes of carrying out
the terms of this Security Agreement, to take any and all appropriate action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Security Agreement, including,
without limitation the power to modify this Security Agreement by amending Schedule
4(g) to include any future Patents, Trademarks or Copyrights
(including registrations or applications appurtenant thereto) covered by this
Security Agreement.


 


15

















 


(b)                                 On the Closing Date (i) each
Grantor shall execute and deliver to Agent a power of attorney (the “General
Power of Attorney”) substantially in the form attached hereto as Exhibit D
and (ii) each Grantor that owns any Intellectual Property as of the
Closing Date shall execute and deliver to Agent a special power of attorney
(the “Special Power of Attorney”) substantially in the form attached hereto as Exhibit E
(collectively, the “Power of Attorney”).


 


(c)                                  The power of attorney
granted pursuant to the Power of Attorney is a power coupled with an interest
and shall be irrevocable until the Payment in Full of all Obligations.  The powers conferred on Agent, for the
benefit of Agent and Lenders, under the Power of Attorney are solely to protect
Agent’s interests (for the benefit of Agent and Lenders) in the US Security
Agreement Collateral and shall not impose any duty upon Agent or any Lender to
exercise any such powers.


 


(d)                                 Agent agrees that (i) except
for the powers granted in clause (h) of the General Power of Attorney, it
shall not exercise any power or authority granted  under the General Power of Attorney, Special
Power of Attorney or clause (a) above unless an Event of Default has
occurred and is continuing, and (ii) Agent shall account for any moneys
received by Agent in respect of any foreclosure on or disposition of US
Security Agreement Collateral pursuant to the Power of Attorney, provided
that neither Agent nor any Lender shall have any duty as to any US
Security Agreement Collateral except as provided herein with respect to US
Security Agreement Collateral in its possession or under its control, and Agent
and Lenders shall be accountable only for amounts they actually receive as a
result of the exercise of such powers. 
NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTORS FOR ANY
ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT  IN RESPECT OF DAMAGES ATTRIBUTABLE TO THEIR
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR
CONSEQUENTIAL DAMAGES.


 


7.                                       REMEDIES; RIGHTS UPON DEFAULT.


 


(a)                                  In addition to all other
rights and remedies granted to it under this Security Agreement, the Loan
Agreement, the other Loan Documents and under any other instrument or agreement
securing, evidencing or relating to any of the Obligations (but subject to the
terms of such instruments or agreements), if any Event of Default shall have
occurred and be continuing, Agent may exercise all rights and remedies of a
secured party under the UCC.  Without
limiting the generality of the foregoing, each Grantor expressly agrees that in
any such event Agent, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon any Grantor or any other Person
(all and each of which demands, advertisements and notices are hereby expressly
waived to the maximum extent permitted by the UCC and other applicable law), may
forthwith enter upon the premises of any Grantor where any US Security
Agreement Collateral is located through self-help, without judicial process,
without first obtaining a final judgment or giving any Grantor or any other
Person notice and opportunity for a hearing on Agent’s claim or action and may
collect, receive, assemble, process, appropriate and realize upon the US
Security Agreement Collateral, or any part thereof, and may forthwith sell,
lease, license, assign, give an 


 


16

















 


option
or options to purchase, or sell or otherwise dispose of and deliver said US
Security Agreement Collateral (or contract to do so), or any part thereof, in
one or more parcels at a public or private sale or sales, at any exchange at
such prices as it may deem acceptable, for cash or on credit or for future
delivery without assumption of any credit risk. 
Agent or any Lender 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 for the benefit of Agent and Lenders, the whole or any part of said
US Security Agreement Collateral so sold, free of any right or equity of
redemption, which equity of redemption each Grantor hereby releases.  Such sales may be adjourned and continued
from time to time with or without notice. 
Agent shall have the right to conduct such sales on Grantors’ premises
or elsewhere and shall have the right to use Grantors’ premises without charge
for such time or times as Agent deems necessary or advisable.


 


If any Event of Default shall have occurred and be
continuing, each Grantor further agrees, at Agent’s request, to assemble the US
Security Agreement Collateral and make it available to Agent at a place or
places designated by Agent which are reasonably convenient to Agent and
Grantors, whether at Grantors’ premises or elsewhere.  Until Agent is able to effect a sale, lease,
or other disposition of US Security Agreement Collateral, Agent shall have the
right to hold or use US Security Agreement Collateral, or any part thereof, to
the extent that it deems appropriate for the purpose of preserving US Security
Agreement Collateral or its value or for any other purpose deemed appropriate
by Agent.  Agent shall not have any obligation
to Grantors to maintain or preserve the rights of Grantors as against third
parties with respect to any US Security Agreement Collateral while such US
Security Agreement Collateral is in the possession of Agent.  Agent may, if it so elects, seek the
appointment of a receiver or keeper to take possession of US Security Agreement
Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and
Lenders), with respect to such appointment without prior notice or hearing as
to such appointment.  Agent shall apply
the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the Obligations as provided in the Loan Agreement, and
only after so paying over such net proceeds, and after the payment by Agent of
any other amount required by any provision of law, need Agent account for the
surplus, if any, to Grantors.  To the
maximum extent permitted by applicable law, each Grantor waives all claims,
damages, and demands against Agent or any Lender arising out of the
repossession, retention or sale of the US Security Agreement Collateral except
to the extent that such arise out of the gross negligence or willful misconduct
of Agent or such Lender as determined by a court of competent jurisdiction.  Each Grantor agrees that ten (10) days
prior notice by Agent of the time and place of any public sale or of the time
after which a private sale may take place is reasonable notification of such
matters.  Grantors shall remain liable
for any deficiency if the proceeds of any sale or disposition of the US
Security Agreement Collateral are insufficient to pay all Obligations,
including any attorneys’ fees and other expenses incurred by Agent or any
Lender to collect such deficiency.


 


(b)                                 Except as otherwise
specifically provided herein, each Grantor hereby waives presentment, demand,
protest or any notice (to the maximum extent permitted by applicable law) of
any kind in connection with this Security Agreement or any US Security
Agreement Collateral.


 


(c)                                  To the extent that applicable
law imposes duties on the Agent to exercise remedies in a commercially
reasonable manner, each Grantor acknowledges and agrees that it is 


 


17

















 


not
commercially unreasonable for Agent (i) to fail to incur expenses
reasonably deemed significant by Agent to prepare US Security Agreement
Collateral for disposition or otherwise to complete raw material or work in
process into finished goods or other finished products for disposition, (ii) to
fail to obtain third party consents for access to US Security Agreement
Collateral to be disposed of, or to obtain or, if not required by other law, to
fail to obtain governmental or third party consents for the collection or
disposition of US Security Agreement Collateral to be collected or disposed of,
(iii) to fail to exercise collection remedies against Account Debtors or
other Persons obligated on US Security Agreement Collateral or to remove Liens
on or any adverse claims against US Security Agreement Collateral, (iv) to
exercise collection remedies against Account Debtors and other Persons
obligated on US Security Agreement Collateral directly or through the use of
collection agencies and other collection specialists, (v) to advertise
dispositions of US Security Agreement Collateral through publications or media
of general circulation, whether or not the US Security Agreement Collateral is
of a specialized nature, (vi) to contact other Persons, whether or not in
the same business as Grantors, for expressions of interest in acquiring all or
any portion of such US Security Agreement Collateral, (vii) to hire one or
more professional auctioneers to assist in the disposition of US Security
Agreement Collateral, whether or not the US Security Agreement Collateral is of
a specialized nature, (viii) to dispose of US Security Agreement
Collateral by utilizing internet sites that provide for the auction of assets
of the types included in the US Security Agreement Collateral or that have the
reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to
dispose of assets in wholesale rather than retail markets, (x) to disclaim
disposition warranties, such as title, possession or quiet enjoyment, (xi) to
purchase insurance or credit enhancements to insure the Agent against risks of
loss, collection or disposition of US Security Agreement Collateral or to
provide to the Agent a guaranteed return from the collection or disposition of
US Security Agreement Collateral, or (xii) to the extent deemed
appropriate by Agent, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist Agent in the collection
or disposition of any of the US Security Agreement Collateral.  Each Grantor acknowledges that the purpose of
this Section 7(c) is to provide non-exhaustive indications of what
actions or omissions by Agent would not be commercially unreasonable in Agent’s
exercise of remedies against the US Security Agreement Collateral and that
other actions or omissions by Agent shall not be deemed commercially
unreasonable solely on account of not being indicated in this Section 7(c).  Without limitation upon the foregoing,
nothing contained in this Section 7(c) shall be construed to grant
any rights to Grantors or to impose any duties on Agent that would not have
been granted or imposed by this Security Agreement or by applicable law in the
absence of this Section 7(c).


 


(d)                                 Neither Agent nor the
Lenders shall be required to make any demand upon, or pursue or exhaust any of
their rights or remedies against, any Grantor, any other obligor, guarantor,
pledgor or any other Person with respect to the payment of the Obligations or
to pursue or exhaust any of their rights or remedies with respect to any US
Security Agreement Collateral therefor or any direct or indirect guarantee
thereof.  Neither Agent nor the Lenders
shall be required to marshal the US Security Agreement Collateral or any
guarantee of the Obligations or to resort to the US Security Agreement
Collateral or any such guarantee in any particular order, and all of its and
their rights hereunder or under any other Loan Document shall be
cumulative.  To the extent it may
lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against Agent or any
Lender, any valuation, stay, appraisement, extension, redemption or similar
laws and any 


 


18

















 


and
all rights or defenses it may have as a surety now or hereafter existing which,
but for this provision, might be applicable to the sale of any US Security
Agreement Collateral made under the judgment, order or decree of any court, or
privately under the power of sale conferred by this Security Agreement, or otherwise.


 


8.                                       GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. 
Solely for the purpose of enabling Agent to exercise rights and remedies
under Section 7 hereof (including, without limiting the terms of Section 7
hereof, in order to take possession of, hold, preserve, process, assemble,
prepare for sale, market for sale, sell, monitor, collect or otherwise dispose
of US Security Agreement Collateral), effective upon the occurrence and during
the continuance of an Event of Default and at such time as Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby grants to
Agent, for the benefit of Agent and Lenders, the nonexclusive right and license
(exercisable without payment of royalty or other compensation to Grantors) to
use all Intellectual Property now owned or hereafter acquired by such Grantor,
and wherever the same may be located, and including in such license access to
all material media in which any of the material licensed items may be recorded
or stored and to all material computer software and programs used for the
compilation or printout thereof, and in any case to the extent that it is
permitted to do so under Applicable Law and, with respect to Licenses, to the
extent it is permitted to do so under contractual obligations.


 


9.                                       LIMITATION ON AGENT’S AND LENDERS’ DUTY IN
RESPECT OF US SECURITY AGREEMENT COLLATERAL.  Agent and
each Lender shall use reasonable care with respect to the US Security Agreement
Collateral in its possession or under its control.  Neither Agent nor any Lender shall have any
other duty as to any US Security Agreement Collateral in its possession or
control or in the possession or control of any agent or nominee of Agent or
such Lender, or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.


 


10.                                 REINSTATEMENT.  This
Security Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against any Grantor for
liquidation or reorganization, should any Grantor become insolvent or make an
assignment for the benefit of any creditor or creditors or should a receiver or
trustee be appointed for all or any significant part of any Grantor’s assets,
and shall continue to be effective or be reinstated, as the case may be, if and
to the extent at any time payment and performance of the Obligations, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of the Obligations,
whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all
as though such payment or performance had not been made.  In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


11.                                 NOTICES.  Except as
otherwise provided herein, whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give and serve upon any other party any
communication with respect to this Security Agreement, each such notice,
demand, request, consent, approval, declaration or other 


 


19

















 


communication shall be in
writing and shall be given in the manner, and deemed received, as provided for
in the Loan Agreement.


 


12.                                 SEVERABILITY.  Whenever
possible, each provision of this Security Agreement shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
of this Security Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the
remaining provisions of this Security Agreement.  This Security Agreement is to be read,
construed and applied together with the Loan Agreement and the other Loan
Documents which, taken together, set forth the complete understanding and
agreement of Agent, Lenders and Grantors with respect to the matters referred
to herein and therein.


 


13.                                 NO WAIVER; CUMULATIVE REMEDIES. 
Neither Agent nor any Lender shall 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 Agent and then only to
the extent therein set forth.  A waiver
by Agent of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which Agent would otherwise have had
on any future occasion.  No failure to
exercise nor any delay in exercising on the part of Agent or any Lender, 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 future 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.  None of the terms or provisions of this
Security Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and Grantors.


 


14.                                 LIMITATION BY LAW.  All
rights, remedies and powers provided in this Security Agreement may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Security Agreement
are intended to be subject to all applicable mandatory provisions of law that
may be controlling and to be limited to the extent necessary so that they shall
not render this Security Agreement invalid, unenforceable, in whole or in part,
or not entitled to be recorded, registered or filed under the provisions of any
applicable law.


 


15.                                 TERMINATION OF THIS SECURITY AGREEMENT. 
Subject to Section 10 hereof, this Security Agreement shall
terminate upon the Payment in Full of all Obligations. Upon such termination
and Payment in Full of the Obligations, any US Security Agreement Collateral
then in custody of the Agent or its nominee shall be re-delivered to Borrowing
Agent as soon as practicable (subject to any obligation of Agent to Second Lien
Agent under the Intercreditor Agreement). In addition, Agent shall promptly
return to Borrowing Agent any Collateral to the extent required under the
provisions set forth in subsection 9.1(H)(1) and (2) of the Loan Agreement.


 


16.                                 SUCCESSORS AND ASSIGNS.  This
Security Agreement and all obligations of Grantors hereunder shall be binding
upon the successors and assigns of Grantors (including any debtor-in-possession
on behalf of Grantors) and shall, together with the rights and remedies of


 


20














 


Agent, for the benefit of
Agent and Lenders, hereunder, inure to the benefit of Agent and Lenders, all
future holders of any instrument evidencing any of the Obligations and their
respective successors and assigns.  No
sales of participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing the
Obligations or any portion thereof or interest therein shall in any manner
impair the Lien granted to Agent, for the benefit of Agent and Lenders, hereunder.  No Grantor may assign, sell, hypothecate or
otherwise transfer any interest in or obligation under this Security Agreement.


 


17.          COUNTERPARTS.  This Security Agreement may be authenticated
in any number of separate counterparts, each of which shall collectively and
separately constitute one agreement. 
This Security Agreement may be authenticated by manual signature,
facsimile or, if approved in writing by Agent, electronic means, all of which
shall be equally valid.


 


18.          GOVERNING LAW.  THIS SECURITY AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.  EACH GRANTOR HEREBY CONSENTS AND AGREES THAT
THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW
YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN GRANTORS, AGENT AND LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, PROVIDED,
THAT AGENT, LENDERS AND GRANTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE NEW YORK COUNTY, AND, PROVIDED,
FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE
TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE US SECURITY AGREEMENT COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF AGENT.  EACH GRANTOR EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY SUCH ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH
IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON  CONVENIENS.  EACH
GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO GRANTORS AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.


 


19.          WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY 


 


21

















 


(RATHER THAN ARBITRATION
RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO
BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG
AGENT, LENDERS, AND GRANTORS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY
AGREEMENT OR THE TRANSACTIONS RELATED HERETO.


 


20.          SECTION TITLES.  The Section titles contained in this Security
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.


 


21.          NO STRICT CONSTRUCTION.  The parties hereto have participated jointly
in the negotiation and drafting of this Security Agreement.  In the event an ambiguity or question of
intent or interpretation arises, this Security Agreement shall be construed as
if drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Security Agreement.


 


22.          ADVICE OF COUNSEL.  Each of the parties represents to each other
party hereto that it has discussed this Security Agreement and, specifically,
the provisions of Section 18 and Section 19, with its counsel.


 


23.          BENEFIT OF LENDERS.  All Liens granted or contemplated hereby
shall be for the benefit of Agent individually and Agent for the benefit of the
Lenders, and all proceeds or payments realized from US Security Agreement
Collateral in accordance herewith shall be applied to the Obligations in
accordance with the terms of the Loan Agreement.


 


24.          JOINDER.  In the event that any Person becomes required
at any time to become a Grantor under this Security Agreement pursuant to the
requirements of the Loan Documents, the relevant Person shall do so by
delivering an appropriately completed Supplement as may be reasonably required
to satisfy the applicable requirements of the Loan Documents.


 


[Signature Page Follows]


 


22

















 


IN WITNESS WHEREOF, each of the parties hereto has
caused this Security Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.


 


	
   

  	
  SQUARETWO FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
  Name:

  	
  Paul A. Larkins

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SQUARETWO FINANCIAL COMMERCIAL FUNDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Good

  
	
   

  	
  Name:

  	
  Thomas G. Good

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CA HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
  Name:

  	
  Paul A. Larkins

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COLLECT AMERICA OF CANADA, LLC

  
	
   

  	
  CACV OF COLORADO, LLC

  
	
   

  	
  CACH, LLC

  
	
   

  	
  CACV OF NEW JERSEY, LLC

  
	
   

  	
  CACH OF NJ, LLC

  
	
   

  	
  HEALTHCARE FUNDING SOLUTIONS, LLC

  
	
   

  	
  ORSA, LLC

  
	
   

  	
  CANDEO, LLC

  
	
   

  	
  AUTUS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
  Name:

  	
  Paul A. Larkins

  
	
   

  	
  Title:

  	
  Manager

  



 

















 


	
   

  	
  REFINANCE AMERICA, LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Good

  
	
   

  	
  Name:

  	
  Thomas G. Good

  
	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
  GMAC COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Maiale

  
	
   

  	
  Name:

  	
  Thomas Maiale

  
	
   

  	
  Title:

  	
  Director

  



 

















 


SCHEDULE 2(a)


 


COMMERCIAL TORT CLAIMS


 


Commercial Tort Claims:


 


None.


 

















 


SCHEDULE 4(d)


 


INSTRUMENTS, CHATTEL PAPER


AND


LETTER OF CREDIT RIGHTS


 


Instruments:


 


1.  Promissory Note dated October 12, 2006 issued
by William Barnett to Holdings in the principal amount of $316,240.00.


 


2.  Full Recourse Secured Promissory Note dated
April 15, 2009 issued by Thomas Good to Holdings in the principal amount of
$151,530.08.


 


3.  Promissory Note dated August 5, 2009 issued
by Paul A. Larkins to Holdings in the principal amount of $230,800.00.


 


4.  Notes issued by Franchisees as set forth
below:


 


	
   

  	
   

  	
  Original

  	
   

  	
  Maturity

  	
   

  	
  Current

  Balance as of

  	
   

  	
   

  	
   

  
	
  Franchise Name

  	
   

  	
  Note

  	
   

  	
  Date

  	
   

  	
  2/28/10

  	
   

  	
  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Superlative Bis, LLC

  	
   

  	
  $

  	
  124,842.28

  	
   

  	
  11/05/11

  	
   

  	
  $

  	
  103,839.67

  	
   

  	
  N-0102

  	
   

  
	
  Landmark Collections

  	
   

  	
  $

  	
  200,000.00

  	
   

  	
  02/16/12

  	
   

  	
  $

  	
  200,000.00

  	
   

  	
  N-0096

  	
   

  
	
  Primo Professionals, Inc

  	
   

  	
  $

  	
  200,000.00

  	
   

  	
  04/05/12

  	
   

  	
  $

  	
  200,000.00

  	
   

  	
  N-0098

  	
   

  
	
  Jerry M Mims

  	
   

  	
  $

  	
  38,124.60

  	
   

  	
  11/01/09

  	
   

  	
  $

  	
  34,088.28

  	
   

  	
  N-0078

  	
   

  
	
  Bronson & Migliaccio

  	
   

  	
  $

  	
  500,000.00

  	
   

  	
  11/05/13

  	
   

  	
  $

  	
  366,666.72

  	
   

  	
  N-0108

  	
   

  
	
  Daniels & Norelli

  	
   

  	
  $

  	
  150,000.00

  	
   

  	
  03/21/13

  	
   

  	
  $

  	
  240,468.01

  	
   

  	
  N-0113

  	
   

  
	
  Primo Professionals, Inc

  	
   

  	
  $

  	
  150,000.00

  	
   

  	
  06/05/13

  	
   

  	
  $

  	
  97,500.00

  	
   

  	
  N-0114

  	
   

  
	
  Graline Financial Services

  	
   

  	
  $

  	
  150,000.00

  	
   

  	
  11/05/10

  	
   

  	
  $

  	
  150,000.00

  	
   

  	
  N-0118

  	
   

  
	
  Advantage Business Services

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  01/05/11

  	
   

  	
  $

  	
  41,666.68

  	
   

  	
  N-0121

  	
   

  
	
  P Scott Lowery, PC

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  08/05/10

  	
   

  	
  $

  	
  41,666.69

  	
   

  	
  N-0122

  	
   

  
	
  LMM Management (Landis)

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  09/05/10

  	
   

  	
  $

  	
  25,000.04

  	
   

  	
  N-0123

  	
   

  
	
  Collect Southeast LLC

  	
   

  	
  $

  	
  44,866.92

  	
   

  	
  09/05/11

  	
   

  	
  $

  	
  33,650.22

  	
   

  	
  N-0124

  	
   

  
	
  CMMM Inc (Mandarich)

  	
   

  	
  $

  	
  25,000.00

  	
   

  	
  10/05/10

  	
   

  	
  $

  	
  14,583.35

  	
   

  	
  N-0125

  	
   

  
	
  Superlative Bis, LLC

  	
   

  	
  $

  	
  51,281.16

  	
   

  	
  07/05/10

  	
   

  	
  $

  	
  27,034.30

  	
   

  	
  N-0126

  	
   

  
	
  Prime Collect (Clark)

  	
   

  	
  $

  	
  25,000.00

  	
   

  	
  10/05/10

  	
   

  	
  $

  	
  25,000.00

  	
   

  	
  N-0127

  	
   

  
	
  Primo Professionals, Inc

  	
   

  	
  $

  	
  75,000.00

  	
   

  	
   

  	
   

  	
  $

  	
  75,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Notes Receivable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,676,163.96

  	
   

  	
   

  	
   

  



 


Letter of Credit Rights:


None.


 


Chattel Paper:


None.


 














 


SCHEDULE 4(e)


 


SCHEDULE OF OFFICES, LOCATIONS OF US SECURITY
AGREEMENT COLLATERAL


AND RECORDS CONCERNING GRANTORS’ US SECURITY
AGREEMENT COLLATERAL


 


	
  Name of Grantor

  	
   

  	
  Other Names

  	
   

  	
  Type of Entity

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Chief Executive

  Office & Principal

  Place of  Business

  	
   

  	
  Corporate

  Offices

  	
   

  	
  Organizational

  ID Number

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Collect America, Ltd.

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  2389683

  
	
  CA Holding, Inc.

  	
   

  	
   

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

   

  	
   

  	
  3972812

  
	
  SquareTwo Financial Commercial Funding Corporation

   

  	
   

  	
  Collect America Commercial Services, Inc.

   

  Guardian Financial Corporation

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  16011 College Boulevard

  Suite 101

  Lenexa, Kansas 
  66219

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  3921804

  
	
  ReFinance America, Ltd.

  	
   

  	
   

  	
   

  	
  Corporation

  	
   

  	
  Nevada

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  C18309-1996

  
	
  CACV of Colorado, LLC 

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20021053155

  
	
  CACV of New Jersey, LLC 

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20041156077

  
	
  Collect America of Canada, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20051038054

  



 

















 


	
  Name of Grantor

  	
   

  	
  Other Names

  	
   

  	
  Type of Entity

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Chief Executive

  Office & Principal

  Place of  Business

  	
   

  	
  Corporate

  Offices

  	
   

  	
  Organizational

  ID Number

  
	
  CACH, LLC 

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20051120495

  
	
  CACH of NJ, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20051152993

  
	
  Healthcare Funding Solutions, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20051211589

  
	
  Orsa, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20061446586

  
	
  Candeo, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20061446551

  
	
  Autus, LLC

  	
   

  	
   

  	
   

  	
  Limited Liability Company

  	
   

  	
  Colorado

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  Same

  	
   

  	
  20061446524

  
	
  SquareTwo Financial Canada Corporation

  	
   

  	
  CA Acquisition Company

  	
   

  	
  Corporation

  	
   

  	
  Nova Scotia, Canada

  	
   

  	
  1310 Kerrisdale Boulevard

  Suite 200

  Newmarket, ON, Canada  

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  3097616

  Canada Business Number

  85548 0174

  
	
  CCL Financial Inc.

   

  	
   

  	
  Collect Canada, Ltd.

   

  Collections Institute of Canada Ltd.

   

  Agence De Recouvrement CCL Financier

  	
   

  	
  Corporation

  	
   

  	
  Ontario, Canada

  	
   

  	
  1310 Kerrisdale Boulevard

  Suite 200

  Newmarket, ON, Canada  

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  001170695

  



 

















 


	
  Name of Grantor

  	
   

  	
  Other Names

  	
   

  	
  Type of Entity

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Chief Executive

  Office & Principal

  Place of  Business

  	
   

  	
  Corporate

  Offices

  	
   

  	
  Organizational

  ID Number

  
	
   

  	
   

  	
  Agence De Recouvrement Collection Agency

   

  Agence De Recouvrement CIC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preferred Credit Resources Limited

  	
   

  	
   

  	
   

  	
  Corporation

  	
   

  	
  Ontario, Canada

  	
   

  	
  1310 Kerrisdale Boulevard

  Suite 200

  Newmarket, ON, Canada  

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  2063817

  
	
  Metropolitan Legal Administration Services Inc.

  	
   

  	
  1437227 Ontario Limited

  	
   

  	
  Corporation

  	
   

  	
  Ontario, Canada

  	
   

  	
  1310 Kerrisdale Boulevard

  Suite 200

  Newmarket, ON, Canada  

  	
   

  	
  4340 S. Monaco, Second Floor

  Denver, CO 80237

  	
   

  	
  1437227

  



 


Recently acquired entities:


 


Impulse Marketing Group, LLC., AmeriPromotion, LLC,
Bigelow, LLC, Chocolate Punch, LLC, Digital Masters, LLC, Ecaddie, LLC,
Eclipse, LLC, eHanover, LLC, Email hello, LLC, Extract, LLC, Govault, LLC,
Preference Networks, LLC, Rackorib, LLC, Tango Telco, LLC, Telway Online, LLC,
Vigorous, LLC, and Webexpo, LLC were acquired on November 21, 2006 and
subsequently dissolved after the sale of all of their assets on December 29,
2008.


 


Depot Tech, LLC was acquired on or around October 26,
2007 and subsequently dissolved after the sale of all of its assets on December
29, 2008.


 


Warehouses:


None.


 


Other Premises at which US Security Agreement
Collateral is Stored or Located:


 


None.


 

















 


Locations of Records Concerning US Security Agreement
Collateral:


 


All records concerning US Security Agreement
Collateral are located at the Chief Executive Office and Corporate Office each
Grantor.


 

















 


SCHEDULE 4(g)


 


INTELLECTUAL PROPERTY


 


Patents:


 


None.


 


Trademarks:


 


	
  Serial

  Number

  	
   

  	
  Reg. Number

  	
   

  	
  Word Mark

  	
   

  	
  Owner

  	
   

  	
  Jurisdiction

  
	
  75109744

  	
   

  	
  2055196

  	
   

  	
  Collect America (Typed Drawing)

  	
   

  	
  Collect America, Ltd. (n/k/a SquareTwo Financial
  Corporation)

  	
   

  	
  USPTO

  
	
  75109743

  	
   

  	
  2077288

  	
   

  	
  Collect America (Eagle Design Plus Words, Letters
  and/or Numbers)

  	
   

  	
  Collect America, Ltd. (n/k/a SquareTwo Financial
  Corporation)

  	
   

  	
  USPTO

  
	
  74526997

  	
   

  	
  2030606

  	
   

  	
  Collect America (Typed Drawing)

  	
   

  	
  Collect America, Ltd. (n/k/a SquareTwo Financial
  Corporation)

  	
   

  	
  USPTO

  



 


Copyrights:


 


	
  Owner

  	
   

  	
  Copyright

  	
   

  	
  Country

  	
   

  	
  Registration

  No.

  	
   

  	
  Registration Date

  
	
  Collect America, Ltd. (n/k/a SquareTwo Financial
  Corporation)

  	
   

  	
  Success Through America’s Recovery Specialists (STARS)-Client

  	
   

  	
  U.S.

  	
   

  	
  TX 4-926-335

  	
   

  	
  January 19, 1999

  
	
   

  	
   

  	
  Supplement

  	
   

  	
  U.S.

  	
   

  	
  TX 5-130-092

  	
   

  	
  February 07, 2000

  
	
  Collect America, Ltd. (n/k/a SquareTwo Financial
  Corporation)

  	
   

  	
  Success Through America’s Recovery Specialists (STARS)-Server

  	
   

  	
  U.S.

  	
   

  	
  TX 889-233

  	
   

  	
  January 19, 1999

  
	
   

  	
   

  	
  Supplement

  	
   

  	
  U.S.

  	
   

  	
  TX 937-910

  	
   

  	
  February 07, 2000

  



 


Material Licenses:


 


None.


 


Restrictions:


 


None.


 

















 


SCHEDULE 4(k)


 


DEPOSIT ACCOUNTS


 


	
  Title

  	
   

  	
  Bank

  	
   

  	
  Location

  	
   

  	
  Acct #

  	
   

  
	
  SquareTwo
  Financial Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768746

  	
   

  
	
  Legal Cost ZBA

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768803

  	
   

  
	
  Payroll

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768761

  	
   

  
	
  West Healthcare Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152308789899

  	
   

  
	
  Hilco Receivables Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152308789881

  	
   

  
	
  North Carolina Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152308791317

  	
   

  
	
  Collect America Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768795

  	
   

  
	
  Trust Refund ZBA

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768811

  	
   

  
	
  Jefferson Capital Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768753

  	
   

  
	
  Midland Credit Mgt Trust

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768829

  	
   

  
	
  Sales/Recourse account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768779

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CACH,
  LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307771948

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CACV of
  Colorado, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307771930

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SquareTwo
  Financial Commercial Funding Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521700

  	
   

  
	
  Trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521726

  	
   

  
	
  Payroll account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521718

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521684

  	
   

  
	
  Trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521692

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Healthcare
  Funding Solutions, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521684

  	
   

  
	
  Trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152304521692

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ReFinance
  America, Ltd.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768852

  	
   

  



 

















 


	
  Title

  	
   

  	
  Bank

  	
   

  	
  Location

  	
   

  	
  Acct #

  	
   

  
	
  RLLP trust account

  	
   

  	
  US Bank

  	
   

  	
  Denver

  	
   

  	
  152307768860

  	
   

  



 

















 


SCHEDULE 4(l)


 


BAILEES


 


US Security Agreement Collateral in the possession of
a consignee, bailee, warehouseman, agent or processor:


 


None.


 














 


EXHIBIT A


 


COPYRIGHT ASSIGNMENT OF SECURITY


 


WHEREAS, [NAME OF GRANTOR] a [corporation][limited
liability company] formed under the laws of
[                              ],
located at
[                              ]
(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.


 


IN WITNESS WHEREOF, the undersigned have executed this
Grant as of the      day of
                        ,
2010.


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit A - 1

















 




	
  STATE OF 

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                      ,
2010, before me personally came
                ,
to me known, who, being by me duly sworn, did depose and say that he is the
                      
of [NAME OF GRANTOR], 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.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                        
2010, before me personally came               ,
to me known, who, being by me duly sworn, did depose and say that he is
                
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 .


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


Exhibit A - 2

















 


SCHEDULE A


 


Schedule A to a Copyright Assignment of Security dated
                         ,
2010, by and between Grantor and GMAC Commercial Finance LLC, as Agent


 




	
  TITLE

  	
   

  	
  REGISTRATION NUMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


Exhibit A - 3

















 


EXHIBIT B


 


PATENT ASSIGNMENT OF SECURITY


 


WHEREAS, [NAME OF GRANTOR], a [corporation][limited
liability company] formed under the laws of
[                              ],
located at [                              ]
(“Grantor”), owns the patents and patent applications shown in the attached Schedule
A (the “Patents”), for which there are recordings or applications in the
United States Patent and Trademark Office under the numbers shown in the
attached Schedule A; and


 


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 Patents, all proceeds thereof, all rights
corresponding thereto and all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, and the recordings and
applications therefore.


 


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 Patents, and recordings 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.


 


	
  Dated:                               
  , 2010

  
	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit B - 1

















 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                      ,
2010, before me personally came
                ,
to me known, who, being by me duly sworn, did depose and say that he is the
                      
of [NAME OF GRANTOR], 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.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                        
2010, before me personally came               ,
to me known, who, being by me duly sworn, did depose and say that he is
                
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 .


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


Exhibit B - 2

















 


SCHEDULE A


 


Schedule A to a Patent Assignment of Security dated
                    
    , 2010, by and between Grantor and GMAC Commercial
Finance LLC, as Agent.


 




	
  APPLICATION

  OR PATENT NO.

  	
   

  	
  ISSUE OR

  FILING DATE

  	
   

  	
  

  TITLE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


Exhibit B - 3

















 


EXHIBIT C


 


TRADEMARK ASSIGNMENT OF SECURITY


 


WHEREAS, [NAME OF GRANTOR] a [corporation][limited liability
company] formed under the laws of
[                              ],
located at [                                ]
(“Grantor”), has adopted, used and is using the marks shown in the attached Schedule
A (the “Marks”), for which there are registrations or applications in the
United States Patent and Trademark Office under the numbers shown in the
attached Schedule A; and


 


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 Marks, the goodwill of the business symbolized by the
Marks, and the registrations and applications therefor.


 


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 Marks, together with the goodwill of the business symbolized by the
Marks, and 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.


 


	
  Dated:                               
  , 2010

  
	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit C - 1

















 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                      ,
2010, before me personally came
                ,
to me known, who, being by me duly sworn, did depose and say that he is the
                      
of [NAME OF GRANTOR], 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.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                        
2010, before me personally came
              ,
to me known, who, being by me duly sworn, did depose and say that he is
                
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 .


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


Exhibit C - 2

















 


SCHEDULE A


 


Schedule A to a Trademark Assignment of Security dated
                    
    , 2010, by and between Grantor and GMAC Commercial
Finance LLC, as Agent.


 




	
  REGISTRATION NO. OR

  APPLICATION NO.

  	
   

  	
  REGISTRATION OR

  FILING DATE

  	
   

  	
  MARK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


Exhibit C - 3














 


EXHIBIT D


 


POWER OF ATTORNEY


 


This Power of Attorney is executed and delivered by
[NAME OF GRANTOR], a
[                            ]
[corporation][limited liability company] (“Grantor”) to GMAC COMMERCIAL
FINANCE, LLC, a Delaware limited liability company (“Attorney”), as
administrative and collateral agent for its benefit and the benefit of the
Lenders under a Loan Agreement and a Security Agreement, both dated as of the
date hereof, and other related documents (the “Loan Documents”).  No person to whom this Power of Attorney is
presented, as authority for Attorney to take any action or actions contemplated
hereby, shall be required to inquire into or seek confirmation from Grantor as
to the authority of Attorney to take any action described below, or as to the
existence of or fulfillment of any condition to this Power of Attorney, which
is intended to grant to Attorney unconditionally the authority to take and
perform the actions contemplated herein, and Grantor irrevocable waives any
right to commence any suit or action, in law or equity, against any person or
entity which acts in reliance upon or acknowledges the authority granted under
this Power of Attorney.  The power of
attorney granted hereby is coupled with an interest, and may not be revoked or
canceled by Grantor without Attorney’s written consent.


 


Grantor hereby irrevocably constitutes and appoints
Attorney (and all officers, employees or agents designated by Attorney), with
full power of substitution, as Grantor’s true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of Grantor and in
the name of Grantor or in its own name, from time to time in Attorney’s
discretion, to take any and all appropriate action and to execute and deliver
any and all documents and instruments which may be necessary to accomplish the
purposes of the Loan Documents and, without limiting the generality of the
foregoing, Grantor hereby grants to Attorney the power and right, on behalf of
Grantor, without notice to or assent by Grantor, and subject to the terms of
the Security Agreement at any time, to do the following: (a) change the
mailing address of Grantor, open a post office box on behalf of Grantor, open
mail for Grantor, and ask, demand, collect, give acquittances and receipts for,
take possession of, endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, and notices in connection with any property of Grantor; (b) effect
any repairs to any asset of Grantor, or continue to obtain any insurance and
pay all or any part of the premiums therefor and costs thereof, and make,
settle and adjust all claims under such policies of insurance, and make all
determinations and decisions with respect to such policies; (c) pay or
discharge any taxes, liens, security interests, or other encumbrances levied or
placed on or threatened against Grantor or its property; (d) defend any
suit, action or proceeding brought against Grantor if Grantor does not defend
such suit, action or proceeding or if Attorney reasonably believes that Grantor
is not pursuing such defense in a manner that will maximize the recovery to
Attorney, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases
as Attorney may deem reasonably appropriate; (e) file or prosecute any
claim, litigation, suit or proceeding in any court of competent jurisdiction or
before any arbitrator, or take any other action otherwise deemed appropriate by
Attorney for the purpose of collecting any and all such moneys due to Grantor
whenever payable and to enforce any other right in respect of Grantor’s
property; (f) cause the certified public accountants then engaged by Grantor
to prepare and deliver to Attorney at any


 


Exhibit D - 1

















 


time and from time to time, promptly upon Attorney’s
request, the following reports: (1) a reconciliation of all accounts; (2) an
aging of all accounts, (3) trial balances and (4) test verifications
of such accounts as Attorney may request; (g) communicate in its own name
with any party to any Contract with regard to the assignment of the right,
title and interest of such Grantor in and under the Contractual Obligations and
other matters relating thereto; (h) to file such financing statements with
respect to the Security Agreement, with or without Grantor’s signature, or to
file a photocopy of the Security Agreement in substitution for a financing statement,
as the Attorney may deem appropriate and to execute in Grantor’s name such
financing statements and amendments thereto and continuation statements which
may require Grantor’s signature; and (i) execute, in connection with sale
provided for in any Loan Document, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the US Security Agreement
Collateral and to otherwise direct such sale or resale, all as though Attorney
were the absolute owner of the property of Grantor for all purposes, and to do,
at Attorney’s option and Grantor’s expense, at any time or from time to time,
all acts and other things that Attorney reasonably deems necessary to perfect,
preserve, or realize upon Grantor’s property or assets and Attorney’s Liens
thereon, all as fully and effectively as Grantor might do.  Grantor hereby ratifies, to the extent
permitted by law, all that said Attorney shall lawfully do or cause to be done
by virtue hereof.


 


IN WITNESS WHEREOF, this Power of Attorney is executed
by Grantor pursuant to the authority of its board of directors/members this
       day
                        
of 2010.


 


	
   

  	
  GRANTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Exhibit D - 2

















 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                      ,
2010, before me personally came
                ,
to me known, who, being by me duly sworn, did depose and say that he is the
                      
of [NAME OF GRANTOR], 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.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


Exhibit D - 3

















 


EXHIBIT E


 


SPECIAL POWER OF ATTORNEY


 




	
  STATE OF

  	
  )

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF

  	
  )

  






 


KNOW ALL MEN BY THESE PRESENTS, that [NAME OF
GRANTOR], a [corporation][limited liability company] formed under the laws of
the State of
[                        ],
with its principal office at
[                                                              ]
(“Grantor”), pursuant to a Security Agreement (as amended, modified, restated
or supplemented from time to time, the “Security Agreement”), hereby appoints and
constitutes GMAC COMMERCIAL FINANCE LLC, with offices at 1290 Avenue of the
Americas, New York, New York 10104 (the “Agent”), its true and lawful attorney,
with full power of substitution, and with full power and authority to perform
the following acts on behalf of Grantor with respect to Intellectual Property
and any License (as described in the Agreement) (the “Collateral”):


 


1)             To ask, demand, collect, receive and give acquittances and receipts for
any and all moneys due and to become due under any License and, in the name of
Grantor or its own name or otherwise, to take possession of and endorse and
collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any License and to file any claim or to take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by Agent for the purpose of collecting any and all such moneys due
under any License whenever payable;


 


2)             To pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against the Collateral, to
effect any repairs or any insurance called for by the terms of this Agreement
and to pay all or any part of the premiums therefor and the costs thereof; and


 


3)             (A) To direct any party liable for any payment under any of the
Licenses to make payment of any and all moneys due and to become due thereunder
directly to Agent or as Agent shall direct; (B) to receive payment of and
receipt for any and all moneys, claims and other amounts due and to become due
at any time in respect of or arising out of any Collateral; (C) to
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any part
thereof and to enforce any other right in respect of any Collateral; (D) to
defend any suit, action or proceeding brought against Grantor with respect to
any Collateral; (E) to settle, compromise, or adjust any suit, action or
proceeding described above and, in connection therewith, to give such
discharges or releases as Agent may deem appropriate; and (F) generally to
sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though Agent were the absolute
owner thereof for all purposes, and to do, at Agent’s option all acts and
things which Agent deems necessary to protect, preserve or realize upon the
Collateral and Agent’s security interest therein, in order to effect the intent
of this Agreement, all as fully and effectively as Grantor might do.


 


Exhibit E - 1

















 


4)             Assign,
sell or otherwise dispose of all right, title and interest of Grantor in and to
the Patents, Trademarks and Copyrights listed on Schedule 4(g) of
the Security Agreement, the patents, trademarks and copyrights which are added
to the same subsequent hereto, and all registrations and recordings thereof,
and all pending applications therefor, recording, registering and filing of, or
accomplishing any other formality with respect to the foregoing, and executing
and delivering any and all agreements, documents, instruments of assignment or
other papers necessary or advisable to effect such purpose;


 


5)             Execute
any and all documents, statements, certificates or other papers necessary or
advisable in order to obtain the purposes described above as Agent may in its
sole discretion determine.


 


This power of attorney is made pursuant to the
Security Agreement and may not be revoked until the payment in full of all
Obligations (as defined in the Agreement) and the irrevocable termination of
the Security Agreement.


 


	
  Dated:                              
  , 2010

  
	
   

  	
   

  
	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Exhibit E - 2

















 




	
  STATE OF

  	
  )

  
	
   

  	
   : ss.:

  
	
  COUNTY OF

  	
  )

  






 


On this      day of
                      ,
2010, before me personally came
                ,
to me known, who, being by me duly sworn, did depose and say that he is the
                      
of [NAME OF GRANTOR], 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.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  






 


Exhibit E - 3

















 


EXHIBIT F


 


SUPPLEMENT


 


This SUPPLEMENT, dated [mm/dd/yy], is delivered by
[NAME OF GRANTOR] (“Grantor”) pursuant to the Security Agreement, dated as of April     ,
2010 (as it may be from time to time amended, restated, modified or
supplemented, the “Security Agreement”), among SQUARETWO FINANCIAL CORPORATION,
the US Loan Parties signatory thereto and GMAC COMMERCIAL FINANCE LLC, as the
Agent.  Capitalized terms used herein not
otherwise defined herein shall have the meanings ascribed thereto in the
Security Agreement.


 


[Grantor hereby confirms the grant to the Agent set
forth in the Security Agreement of, and does hereby grant to the Agent, a
security interest in all of Grantor’s right, title and interest in and to all
Collateral to secure the Obligations, in each case whether now or hereafter
existing or in which Grantor now has or hereafter acquires an interest and
wherever the same may be located. 
Grantor represents and warrants that the attached [Supplements to
Schedules](1) accurately and completely set forth all additional
information required pursuant to the Security Agreement and hereby agrees that
such Supplements to Schedules shall constitute part of the Schedules to the
Security Agreement.](2)


 


IN WITNESS WHEREOF, Grantor has caused this Pledge
Supplement to be duly executed and delivered by its duly authorized officer as
of [mm/dd/yy].


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 






(1)          Attach supplements to the relevant schedules of the Security Agreement.


 


(2)          Form may be adjusted or replaced with the approval of the Agent as
may be appropriate to address the requirements of the Security Agreement or
other applicable Loan Documents pursuant to which the Supplement is being
delivered.


 


Exhibit F - 1