definiens: AgenE ( as defined below ) - . PRELIMINARY STATEI'{ENTS:(1)NationalMedicalCare, Inc',aDelawareccrpo;ation (,, NMCr ' ) has entered into that certain TransferringAffiliate Letter ( as Ehe same nay irom tine to time be amended ', ; ; ; r;a ; ;, iuppr.mented or otherwise modifiec, rhe ) dated as of even cate herewith with each ofthe,, Transferring Affrliates " named therein, under which eachsuch Transt.rrinq Affiliate has agreed to se11 and assign on eachday hereafter iri or : -ts righ :, title and interest ! n and to each and all ( each aS defined therein ) r'tc NMC .in accordance with the t.e = ms thereof ' ( 21 NMC has entered i : rto that certain Receivables----------Pu.rcirase- AEur+er*en+-la - s - L.h - e - same - ma)L - j.:l :o - m.-time tp Eime be ameqCed'|resrated, supp}eirrenr - edorotherwisemodified, ttre ) iit"a as of even date herewith with Bio - MeCical}.pplicat : ons }, laaagemenE Conpany, inc ., a Delaware Corporation("BMA ' ; ] ; under which BMA has agreed t.o sel - I and assign on t!:edate herecf all of its right, iitte and ' interest rn and to eaeh p.nd aII ( each as defined therein ) ' E,;-blMa in accbrdance with Ehe terns thereof ' ( ( 3 ) NMC has entered into that ' cert, ain ReceivablesPurchase Agreement ( as ihe same may from time to time be aroended'=estated, supplemented or otherwisL modified, the ) iitea as of even daE.e herewith with NMC FunClng, under which NMC has agreeC tc sell ana usifg . ot each Cay - thereafter aII of its iignt, iitle and interest in and to each, . ReceivaDleReIat.ed SeCur : ty " ( eAch as definedtherein),including, withoutlinitation, allReceivablesandRelaied Security . aiq.uireci by NMC from the Transferri ng afiiliatesunder the Tra : irier = ing Affiliate Let;--er and from Bl .,lA ' under ihe ' B!,IA Transfer Agreement, to NMC funding in accordance with theterms thereoi.oooa(1 ) NMC Funding has entereC into that certain T : ansferand Admlnistration Agreenent ( as the sanie may from time tc timebe amenced, res : aLed . suppleme;:ted or otherwise modified, the, tTAA, ' ) da : ed as of even date herewith with Enterprise FundingCorporatior ( ), NMC, as the thereunder, certain from ti : ne to time parrythereto (: ogether'with Enterprise, the ) and theAgent, undei which NMC Funding shall from time to tine se1l andaisiqn undivided percentage dwnershrp inte : es : s in all and ( each as defined the : ein),including, without l - imitation, in atl Receivables and Relatedsecurity - acqaired by NMC Funding from M[c under the ReceivablesAgreement, to the Agent for the benefit of the Investors inaicordance with the terms thereof . Terns used herein and r : otoLherwise defined here : n shaLl have the meanings assig'ned underthe TAA