Exhibit 10.8.2


 


NOTE
GUARANTEE


 


Each of the
undersigned hereto (hereinafter collectively referred to as the “Guarantors,”
which term includes any successor or additional Guarantor under the Indenture
(the “Indenture”) referred to in the Note upon which this notation is endorsed)
(i) has unconditionally guaranteed (a) the due and punctual payment
of the principal of, premium, if any, and interest on the Notes, whether at
maturity or interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue
principal of and (if lawful) interest, if any, on the Notes, (c) the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in the Indenture,
and (d) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise and (ii) has
agreed to pay any and all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee or any Holder in accordance with the terms of the
Indenture in enforcing any rights under this Note Guarantee.


 


The
obligations of each Guarantor to the Holders and to the Trustee pursuant to
this Note Guarantee and the Indenture are expressly set forth in the Indenture,
and reference is hereby made to such Indenture for the precise terms of this
Note Guarantee.


 


No
stockholder, manager, officer, director, employee or incorporator, as such,
past, present or future, of the Guarantors shall have any personal liability
under this Guarantee by reason of his, her or its status as such stockholder,
manager, officer, director, employee or incorporator.


 


This Note
Guarantee shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not
of collection.


 


This Note
Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Note Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.


 

















 


	
   

  	
  HEALTHCARE
  FUNDING SOLUTIONS, LLC

  
	
   

  	
  CACH, LLC

  
	
   

  	
  CACV OF
  COLORADO, LLC

  
	
   

  	
  ORSA, LLC

  
	
   

  	
  CANDEO,
  LLC

  
	
   

  	
  AUTUS, LLC

  
	
   

  	
  CACH OF
  NJ, LLC

  
	
   

  	
  CACV OF
  NEW JERSEY, LLC

  
	
   

  	
  COLLECT
  AMERICA OF CANADA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  A. Larkins

  
	
   

  	
   

  	
  Name: Paul
  A. Larkins

  
	
   

  	
   

  	
  Title:   Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  SQUARETWO
  FINANCIAL COMMERCIAL

  
	
   

  	
  FUNDING
  CORPORATION

  
	
   

  	
  REFINANCE
  AMERICA, LTD.

  
	
   

  	
  By:

  	
  /s/ Thomas
  G. Good

  
	
   

  	
   

  	
  Name:
  Thomas G. Good

  
	
   

  	
   

  	
  Title:   Secretary