Exhibit 10.9


 


COPYRIGHT
ASSIGNMENT OF SECURITY


 


WHEREAS,
SquareTwo Financial Corporation a corporation formed under the laws of
Delaware, located at 4340 S. Monaco, Denver, CO 80237 (the “Grantor”) is the
owner of all right, title and interest in and to the United States copyrights
and associated United States copyright registrations and applications for
registration set forth under Grantor’s name in Schedule A  attached hereto (the, “Copyrights”);


 


WHEREAS,
Grantor is obligated to GMAC COMMERCIAL FINANCE LLC (“GMAC CF”) and various
other financial institutions (collectively, “Lenders”) and GMAC CF as agent for
Lenders (“Agent”) pursuant to (i) a certain Loan Agreement, dated the date
hereof, among Agent, Lenders, Grantor and the other credit parties named therein
and (ii) a certain Security Agreement, dated the date hereof, among
Grantor, certain other credit parties named therein and Agent (as each may be
amended, modified, restated or supplemented from time to time, collectively,
the “Agreements”); and


 


WHEREAS,
pursuant to the Agreements, Grantor is granting to Agent for its benefit and
for the ratable benefit of Lenders a security interest in the security interest
in and lien upon the copyrights and copyright registrations and applications
therefor described above.


 


NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Grantor does hereby assign unto Agent for its benefit and for the
ratable benefit of Lenders and grant to Agent for its benefit and for the
ratable benefit of Lenders a security interest in and to the Copyrights, and
the copyright registrations and applications therefor, which assignment and
security interest shall secure all the Obligations as defined in the Agreements
and in accordance with the terms and provisions thereof.


 


Grantor
expressly acknowledges and affirms that the rights and remedies of Agent and
Lenders with respect to the assignment and security interest granted hereby are
more fully set forth in the Agreements.


 


[Signature
Page Follows This Page]


 

















 


IN WITNESS
WHEREOF, the undersigned have executed this Grant as of the 7th day of April,
2010.


 


	
   

  	
  SQUARETWO FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul A. Larkins

  
	
   

  	
  Name: Paul A. Larkins

  
	
   

  	
  Title:   President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Maiale

  
	
   

  	
  Name: Thomas Maiale

  
	
   

  	
  Title:   Director

  



 

















 


	
  STATE OF Colorado

  	
  )

  
	
   

  	
  : ss.:

  
	
  COUNTY OF Denver

  	
  )

  



 


On this 7
day of April, 2010, before me personally came Paul A. Larkins, to me known,
who, being by me duly sworn, did depose and say that he is the President of
SQUARETWO FINANCIAL CORPORATION, the corporation/limited liability company
described in and which executed the foregoing instrument; and that he signed
his name thereto by order of the directors/members of said corporation/limited
liability company.


 


 


	
   

  	
  /s/ Kelly Ackerman

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  Kelly Ackerman

  
	
   

  	
  Notary Public

  
	
   

  	
  State of Colorado

  
	
   

  	
  My Commission Expires 12/19/2012

  



 


 


	
  STATE OF New York

  	
  )

  
	
   

  	
  : ss.:

  
	
  COUNTY OF New York

  	
  )

  



 


On this
     day of April 2010, before me personally came
Thomas Miaile, to me known, who, being by me duly sworn, did depose and say
that he is Director of GMAC COMMERCIAL FINANCE LLC, the financial institution
described in and which executed the foregoing instrument; and that he signed
his name thereto by order of the board of directors of said financial
institution .


 


 


	
   

  	
  /s/ Eugenia H. Hunt

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  Eugenia H. Hunt

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  No. 01HU4880570

  
	
   

  	
  Qualified in Queens County

  
	
   

  	
  Commission Expires 12/15/2010

  



 

















 


SCHEDULE
A


 


Schedule A to a Copyright Assignment of Security dated
April 7, 2010, by and between Grantor and GMAC Commercial Finance LLC, as
Agent


 


	
  TITLE

  	
   

  	
  REGISTRATION NUMBER

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

  	
   

  	
  TX 4-926-335

  
	
  Supplement

  	
   

  	
  TX 5-130-092

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

  	
   

  	
  TX 889-233

  
	
  Supplement

  	
   

  	
  TX 937-910