exv10w2



 







    Exhibit 10.2



 




    Execution
    Version



 




    AMENDMENT
    NO. 7



 




    Dated as
    of April 27, 2007



 




    to



 




    THIRD
    AMENDED AND RESTATED

    TRANSFER AND ADMINISTRATION AGREEMENT



 




    Dated as
    of October 23, 2003



 



    THIS AMENDMENT NO. 7 (this “Amendment”) dated
    as of April 27, 2007 is entered into by and among
    (i) NMC FUNDING CORPORATION, a Delaware corporation (the
    “Transferor”), (ii) NATIONAL MEDICAL CARE,
    INC., a Delaware corporation, as collection agent (the
    “Collection Agent”), (iii) the
    “Conduit Investors,” “Bank Investors” and
    “Administrative Agents” identified on the signature
    pages hereto, and (iv) WESTLB AG, NEW YORK BRANCH, as agent
    (the “Agent”).



 




    PRELIMINARY
    STATEMENTS



 



    A. The Transferor, the Collection Agent, the Conduit
    Investors, the Bank Investors, the Administrative Agents and the
    Agent are parties to that certain Third Amended and Restated
    Transfer and Administration Agreement dated as of
    October 23, 2003 (as amended or otherwise modified prior to
    the date hereof, the “TAA”). Capitalized terms
    used herein and not otherwise defined shall have the meanings
    ascribed to them in the TAA.



 



    B. The parties hereto have agreed to amend the TAA and to
    grant a temporary waiver of certain provisions thereof, in each
    case on the terms and conditions hereinafter set forth.



 



    NOW, THEREFORE, in consideration of the premises set forth
    above, and other good and valuable consideration, the receipt
    and sufficiency of which is hereby acknowledged, the parties
    hereto agree as follows:



 



    Section 1.  Temporary
    Waiver.  Pursuant to the TAA (as in effect
    prior to this Amendment), the Transferor is required to
    (i) furnish a Special Account Letter for each Special
    Account and (ii) cause each Originating Entity to instruct
    the Special Account Banks to transfer directly to the
    Concentration Account all Collections from time to time on
    deposit in the applicable Special Accounts on a daily basis. The
    Transferor has advised the other parties hereto that
    (i) the Transferor has not furnished a Special Account
    Letter for certain of the Special Accounts and (ii) in
    certain cases, the Collections on deposit in the Special
    Accounts are not being remitted directly to the Concentration
    Account but instead are being remitted on a daily basis
    (x) first, to a concentration account maintained in
    the name of an Originating Entity at the relevant Special
    Account Bank and (y) second, from such concentration
    account to the Concentration Account. Subject to the
    satisfaction of the conditions precedent set forth below, the
    Agent, the Administrative Agents and the Investors party hereto
    hereby waive any Termination Event that has occurred prior to
    the date hereof or that may occur during the period from and
    including the date hereof to the 60th day after the date
    hereof (the “Waiver Period”) solely by reason
    of the failure described in clause (i) of the immediately
    preceding sentence or the practice described in clause (ii)
    of the immediately preceding sentence. The foregoing waiver is
    limited to the specific practice and failure described above and
    is not intended to constitute a waiver of any other Termination
    Event that may have occurred or may hereafter occur under the
    TAA or any continuation of such practice or failure after the
    end of the Waiver Period. During the Waiver Period, the
    Transferor hereby covenants and agrees that it will use
    commercially reasonable efforts to (i) obtain duly executed
    Special Account Letters for all Special Accounts that do not
    presently have such a letter and (ii) establish
    Intermediate Concentration Accounts (as defined in
    Section 2 below) in the name of the Transferor and to cause
    each such Intermediate Concentration Account to be subject to a
    duly executed Intermediate Concentration Account Agreement (as
    defined in Section 2 below), in each case as soon as
    practicable, such that by the end of the Waiver Period a duly
    executed Special Account Letter exists for each Special Account
    and all Collections on deposit in the Special Accounts are being
    remitted on a daily basis directly to either the Concentration
    Account or to an Intermediate Concentration Account













 






    subject to an Intermediate Concentration Account Agreement, in
    compliance with the provisions of the TAA (as amended hereby).



 



    Section 2.  Amendments.  Subject
    to the conditions precedent set forth in Section 3
    below and effective as of the Effective Date (as defined in
    Section 3 below), the TAA is hereby amended as
    follows:



 



    1.1. The definition of “Concentration Account” in
    Section 1.1 of the TAA is amended to add the words
    “and the Intermediate Concentration Accounts” at the
    end of such definition.



 



    1.2. The following new definitions are added to
    Section 1.1 of the TAA in appropriate alphabetical order:



 



    “Intermediate Concentration Account”
    means a special depositary account in the name of the
    Transferor maintained at a Special Account Bank for the purpose
    of receiving Collections remitted from the Special Account(s)
    maintained at such Special Account Bank.



 



    “Intermediate Concentration Account
    Agreement” means an agreement substantially in the
    form attached as
    Exhibit D-3
    hereto (or in such other form as may be approved in writing by
    the Agent) among the Transferor, an Intermediate Concentration
    Bank and the Agent.



 



    “Intermediate Concentration Account Bank”
    means a bank holding an Intermediate Concentration Account.



 



    “Intermediate Concentration Account Notice”
    means a notice, in substantially the form of the Notice of
    Effectiveness attached to an Intermediate Concentration Account
    Agreement, from the Agent to the applicable Intermediate
    Concentration Account Bank.



 



    1.3. The definition of “Transaction Documents” in
    Section 1.1 of the TAA is amended to add the text “the
    Intermediate Concentration Account Agreements,” immediately
    after the words “the Parent Agreement”.



 



    1.4 The title of Section 2.8 is amended to read as
    follows: “Protection of Ownership Interest of the
    Investors; Special Accounts, Intermediate Concentration Account
    and Concentration Account.”



 



    1.5 Sections 2.8(b) and (c) of the TAA are
    amended in their entirety to read as follows:



 



    “(b) The Agent is hereby authorized at any time to date,
    and to deliver (i) to the Concentration Account Bank, the
    Concentration Account Notice and (ii) to each Intermediate
    Concentration Account Bank an Intermediate Concentration Account
    Notice. The Transferor hereby, when the Agent shall deliver the
    Concentration Account Notice to the Concentration Account Bank
    or an Intermediate Concentration Account Notice to any
    Intermediate Concentration Account Bank, transfers to the Agent
    the exclusive ownership and control of the Concentration Account
    or the applicable Intermediate Concentration Account, as the
    case may be, and shall take any further action that the Agent
    may reasonably request to effect such transfer. In case any
    authorized signatory of the Transferor whose signature shall
    appear on the Concentration Account Agreement or any
    Intermediate Concentration Account Agreement shall cease to have
    such authority before the delivery of the Concentration Account
    Notice or Intermediate Concentration Account Notice, as the case
    may be, such signature shall nevertheless be valid and
    sufficient for all purposes as if such authority had remained in
    force at the time of such delivery. The Agent shall, at the time
    it delivers the Concentration Account Notice to the
    Concentration Account Bank or an Intermediate Concentration
    Account Notice to any Intermediate Concentration Account Bank,
    provide a copy thereof to the Transferor; provided that
    the failure on the part of the Agent to provide such notice to
    the Transferor shall not affect the validity or effectiveness of
    the Concentration Account Notice or Intermediate Concentration
    Account Notice, as applicable, or impair any rights of the
    Agent, any Administrative Agent or any of the Investors
    hereunder.



 



    (c) In addition and without limiting the authority of the
    Agent set forth in subsection (b) above, but subject to
    subsection (d) below, the Transferor shall (i) cause
    each Originating Entity to instruct any or all of the Special
    Account Banks (which instructions shall be maintained in full
    force and effect at all times) to transfer directly to the
    Concentration Account or to an Intermediate Concentration
    Account all Collections from time to time on deposit in the
    applicable Special Accounts on a daily basis in accordance with
    the terms set forth in the applicable Special Account Letter and
    (ii) instruct each Intermediate




    

    2








 






    Concentration Account Bank (which instructions shall be
    maintained in full force and effect at all times) to transfer
    directly to the Concentration Account all Collections from time
    to time on deposit in the applicable Intermediate Concentration
    Accounts on a daily basis in accordance with the terms set forth
    in the applicable Intermediate Concentration Account Agreement.
    In the event the Transferor shall at any time determine, for any
    of the reasons described in subsection (d) below, that the
    Transferor or any Originating Entity shall be unable to comply
    fully with the requirements of this subsection (c), the
    Transferor shall promptly so advise the Agent and each
    Administrative Agent, and the Transferor, the Agent and each
    Administrative Agent shall commence discussions with a view
    toward implementing an alternative arrangement therefor
    satisfactory to the Agent and each Administrative Agent.”



 



    1.6 Section 3.1(s) of the TAA is amended in its
    entirety to read as follows:



 



    “(s) Special Account Banks, Intermediate
    Concentration Account Banks and Concentration
    Bank.  The names and addresses of all the
    Special Account Banks (and, if applicable, the Designated
    Account Agent in respect thereof), the Intermediate
    Concentration Account Banks and the Concentration Account Bank,
    together with the account numbers of the Special Accounts at
    such Special Account Banks, the account numbers of the
    Intermediate Concentration Accounts at such Intermediate
    Concentration Account Banks and the account number of the
    Concentration Account of the Transferor at the Concentration
    Account Bank, are specified in Exhibit C hereto (or at such
    other Special Account Banks, Intermediate Concentration Account
    Banks or Concentration Account Bank, with such other Special
    Accounts, Intermediate Concentration Accounts or Concentration
    Account or with such other Designated Account Agents as have
    been notified to each Administrative Agent in accordance with
    Section 5.2(e)). This Agreement, together with the
    Concentration Account Agreement and the Intermediate
    Concentration Account Agreements, is effective to, and does,
    transfer to the Agent, for the benefit of the Investors, all
    right, title and interest of the Transferor in and to the
    Concentration Account and each Intermediate Concentration
    Account. The Transferor has not granted to any Person (other
    than the Agent under the Concentration Account Agreement and the
    Intermediate Concentration Account Agreements) dominion and
    control over the Concentration Account or any Intermediate
    Concentration Account, or the right to take dominion and control
    over the Concentration Account or any Intermediate Concentration
    Account at a future time or upon the occurrence of a future
    event; neither the Transferor nor any other Parent Group Member
    has granted to any Person dominion and control over any Special
    Account, or the right to take dominion or control over any
    Special Account at a future time or upon the occurrence of a
    future event; and the Concentration Account, each Intermediate
    Concentration Account and each Special Account is otherwise free
    and clear of any Adverse Clam.”



 



    1.7 Section 3.3(k) of the TAA is amended in its
    entirety to read as follows:



 



    “(k) Special Accounts, Intermediate
    Concentration Accounts and Concentration
    Account.  The names and addresses of all the
    Special Account Banks (and, if applicable, the Designated
    Account Agent in respect thereof), the Intermediate
    Concentration Account Banks and the Concentration Account Bank,
    together with the account numbers of the Special Accounts at
    such Special Account Banks, the Intermediate Concentration
    Accounts at such Intermediate Concentration Account Banks and
    the account number of the Concentration Account of the
    Transferor at the Concentration Account Bank, are specified in
    Exhibit C hereto (or at such other Special Account Banks,
    Intermediate Concentration Account Banks or Concentration
    Account Bank, with such other Special Accounts, Intermediate
    Concentration Accounts or Concentration Account or with such
    other Designated Account Agents as have been notified to the
    Agent in accordance with Section 5.2(e)).”



 



    1.8 Section 5.1(h) of the TAA is amended in its
    entirety to read as follows:



 



    “(h) Special Accounts; Intermediate
    Concentration Accounts; Concentration
    Account.  The Transferor shall (i) cause
    each Originating Entity to establish and maintain Special
    Accounts with Special Account Banks, or to engage a Designated
    Account Agent to maintain a Special Account with a Special
    Account Bank on its behalf, (ii) instruct, and cause each
    Originating Entity to instruct, all Obligors to cause all
    collections to be deposited directly into a Special Account,
    (iii) report, and cause each Originating Entity to report,
    on each banking day to the Concentration Account Bank, the
    amount of




    

    3








 






    all Collections on deposit on such banking day in the Special
    Accounts at each Special Account Bank or, if an Intermediate
    Concentration Account has been established at such Special
    Account Bank, the amount of all Collections on deposit on such
    banking day in such Intermediate Concentration Account,
    (iv) establish and maintain a Concentration Account with
    the Concentration Account Bank, (v) instruct, and cause
    each Originating Entity to instruct (or to cause the applicable
    Designated Account Agent to instruct), each Special Account Bank
    to transfer to the Concentration Account or an Intermediate
    Concentration Account prior to the close of business on such
    banking day all Collections on deposit during such banking day
    in the Special Accounts at such Special Account Bank,
    (vi) instruct each Intermediate Concentration Account Bank
    to transfer to the Concentration Account prior to the close of
    business on such banking day all Collections on deposit during
    such banking day in the Intermediate Concentration Accounts at
    such Intermediate Concentration Account Banks and
    (vii) instruct the Concentration Account Bank to give to
    each Special Account Bank on each banking day notice to transfer
    to the Concentration Account all Collections on deposit during
    such banking day in the Special Accounts at such Special Account
    Bank (or, if an Intermediate Concentration Account has been
    established at such Special Account Bank, in the Intermediate
    Concentration Account at such Special Account Bank);
    provided, however, that if the Collections on
    deposit in any Special Account during such banking day shall be
    less than $20,000.00 (the “Minimum Amount”),
    the Special Account Bank shall transfer such Collections to the
    Concentration Account or the applicable Intermediate
    Concentration Account on the next succeeding banking day on
    which Collections in such Special Account first exceed the
    Minimum Amount. With respect to any Special Account that is
    located at or maintained by a Bank Investor hereunder, the
    Transferor shall, by not later than the date that occurs six
    months after the Closing Date, cause the applicable Originating
    Entity to close such Special Account and shall instruct, and
    shall cause each applicable Originating Entity to instruct, all
    Obligors theretofore remitting payments to such Special Account
    to remit all future payments on Receivables and Related Security
    to a Special Account located at and maintained by a financial
    institution that is not a Bank Investor.”



 



    1.9 Section 5.1(i) of the TAA is amended in its
    entirety to read as follows:



 



    “(i) Collections
    Received.  The Transferor shall, and shall
    cause each Originating Entity to, segregate and hold in trust,
    and deposit, immediately, but in any event not later than the
    day that occurs forty-eight (48) hours thereafter (or, if
    such day is not a Business Day, the next Business Day) after its
    receipt thereof, to either the Intermediate Concentration
    Account or the Concentration Account all Collections received
    from time to time by the Transferor or such Originating Entity,
    as the case may be.”



 



    1.10 Section 5.2(a) of the TAA is amended to add the
    text “any Intermediate Concentration Account,”
    immediately after the words “any Special Account”.



 



    1.11 Clause (ii) of Section 5.2(e) of the TAA is
    amended in its entirety to read as follows:



 



    “(ii) add, terminate or change the Concentration
    Account, or any bank as the Concentration Account Bank, from
    that listed in Exhibit C hereto, or make any change in the
    instructions contained in any Special Account Letter or any
    change in the instructions to the Concentration Account Bank;
    provided, however, that the Transferor may
    terminate the then existing Concentration Account Bank and
    appoint a new Concentration Account Bank if, prior to such
    termination and appointment, each Administrative Agent shall
    receive (i) ten Business Days’ prior notice of such
    termination and appointment and (ii) prior to the effective
    date of such termination and appointment, (x) for each
    Special Account where the Special Account Bank was previously
    remitting Collections directly to the Concentration Account, an
    executed copy of a Special Account Letter (executed by the
    applicable Originating Entity and the applicable Special Account
    Bank) instructing such Special Account Bank to transfer to the
    new Concentration Account or an Intermediate Concentration
    Account prior to the close of business on each banking day all
    Collections on deposit during such banking day in such Special
    Account; (y) for each Intermediate Concentration Account,
    an executed amendment to the applicable Intermediate
    Concentration Account Agreement (executed by the Transferor and
    the applicable Intermediate Concentration Account Bank)
    instructing such Intermediate Concentration Account Bank to
    transfer to the new Concentration Account prior to the close of
    business on each banking day all Collections on deposit




    

    4








 






    during such banking day in such Intermediate Concentration
    Account, and (z) a copy of a Concentration Account
    Agreement executed by the new Concentration Account Bank and the
    Transferor; or”.



 



    1.12 Section 5.2(e) of the TAA is further amended to
    delete the period at the end of clause (iii) and to
    substitute therefor the text “or;”, and to add the
    following new clause (iv) to such Section:



 



    “(iv) add, terminate or change any Intermediate
    Concentration Account, or any bank as an Intermediate
    Concentration Account Bank, or make any change in the
    instructions to any Intermediate Concentration Account Bank;
    provided, however, that the Transferor may
    terminate any then existing Intermediate Concentration Account
    Bank or appoint a new Intermediate Concentration Account Bank
    if, prior to such termination or appointment, each
    Administrative Agent shall receive (i) ten Business
    Days’ prior notice of such termination or appointment and
    (ii) prior to the effective date of such termination or
    appointment, (x) executed copies of Special Account Letters
    (in each case, executed by the applicable Originating Entity and
    the applicable Special Account Bank with which the Intermediate
    Concentration Account that is being terminated or added was or
    is to be maintained) instructing the Special Account Bank to
    transfer to the new Intermediate Concentration Account at such
    Special Account Bank or directly to the Concentration Account,
    in either case prior to the close of business on each banking
    day, all Collections on deposit during such banking day in the
    Special Accounts at such Special Account Bank, and (y) in
    the case of the addition of a new Intermediate Concentration
    Account, a copy of an Intermediate Concentration Account
    Agreement executed by the new Intermediate Concentration Account
    Bank and the Transferor; and provided, further,
    that the Transferor may change its instructions to any
    Intermediate Concentration Account Bank as and to the extent
    required pursuant to clause (ii) above in connection with
    the establishment of any new Concentration Account.”



 



    1.13 Section 5.2(f) of the TAA is amended to add the
    text “any Intermediate Concentration Account,”
    immediately after the words “any Special Account”.



 



    1.14 Section 5.3(g) of the TAA is amended to add the
    text “the Intermediate Concentration Account Banks,”
    immediately after the words “the Special Account
    Banks”.



 



    1.15 Section 5.3(h) is amended in its entiretuy to
    read as follows:



 



    “(h) Collections Received. The Collection Agent shall
    segregate and hold in trust, and deposit, immediately, but in
    any event not later than the day that occurs forty-eight
    (48) hours thereafter (or, if such day is not a Business
    Day, the next Business Day) after its receipt thereof, either to
    the Intermediate Concentration Account or to the Concentration
    Account all Collections received from time to time by the
    Collection Agent.”



 



    Section 5.4(d) of the TAA is amended to add the text
    “any Intermediate Concentration Account,” immediately
    after the words “any Special Account”.



 



    1.15 The last sentence of Clause (iv) of
    Section 6.3 is amended in its entirety to read as follows:



 



    “Notwithstanding the foregoing clauses (i), (ii),
    (iii) and (iv), the Agent shall not at any time direct, or
    cause the Transferor or any Originating Entity to direct,
    Obligors of Receivables or Related Security payable under the
    Medicare or Medicaid program to make payment of amounts due or
    to become due to the Transferor or any Originating Entity in
    respect of such Receivables or Related Security directly to
    either the Intermediate Concentration Account or the
    Concentration Account or to the Agent or its designee,
    except for any such payment in respect of such
    Receivables or Related Security or any assignment thereof that
    is established by, or made pursuant to, the order of a court of
    competent jurisdiction.



 



    1.16 Clause (xv) of Section 8.1 of the TAA is
    amended in its entirety to read as follows:



 



    “(xv) the failure of any Special Account Bank,
    Designated Account Agent, Intermediate Concentration Account
    Bank or the Concentration Account Bank to remit any amounts held
    by it pursuant to the instructions set forth in the applicable
    Special Account Letter, Intermediate Concentration Account
    Agreement or Concentration Account Agreement or any instruction
    of the Collection Agent, the




    

    5








 






    Transferor, any Originating Entity or the Agent (to the extent
    such Person is entitled to give such instructions in accordance
    with the terms hereof and of any applicable Special Account
    Letter, Intermediate Concentration Account Agreement or
    Concentration Account Agreement) whether by reason of the
    exercise of set-off rights or otherwise;”.



 



    1.17 Section 10.3 of the TAA is amended to change the
    mailing address of each of the Transferor and the Collection
    Agent from “95 Hayden Avenue, Lexington, Massachusetts
    02420-9192”
    to “920 Winter Street, Waltham, MA 02451”.



 



    1.18 The TAA is further amended to replace the form of
    Special Account Letter attached thereto as
    Exhibit D-1
    with the new form of Special Account Letter attached hereto as
    Annex I.



 



    1.19 The TAA is further amended to add the form of
    Intermediate Concentration Account Agreement attached hereto as
    Annex II as new
    Exhibit D-3
    to the TAA.



 



    Section 3.  Conditions
    Precedent.  This Amendment shall become
    effective and be deemed effective as of the date hereof (the
    “Effective Date”) subject to the Agent’s
    receipt of: (i) counterparts of this Amendment duly
    executed by the Transferor, the Collection Agent, the Conduit
    Investors, the Group Majority Investors for each Related Group,
    the Administrative Agents and the Agent, (ii) a fully
    executed copy of the amendment of even date herewith to the
    Transferring Affiliate Letter in the form attached as
    Annex III, reflecting the amendments contemplated by this
    Amendment and (iii) a fully executed copy of the amendment
    of even date herewith to the Receivables Purchase Agreement in
    the form attached as Annex IV, reflecting the amendments
    contemplated by this Amendment. Each of the parties hereto
    hereby consents to the execution of the amendments described in
    clauses (ii) and (iii).



 



    Section 4.  Covenants,
    Representations and Warranties of the Transferor and the
    Collection Agent.



 



    4.1 Upon the effectiveness of this Amendment, each of the
    Transferor and the Collection Agent hereby reaffirms all
    covenants, representations and warranties made by it in the TAA
    and agrees that all such covenants, representations and
    warranties shall be deemed to have been remade as of the
    effective date of this Amendment.



 



    4.2 Each of the Transferor and the Collection Agent hereby
    represents and warrants that (i) this Amendment constitutes
    the legal, valid and binding obligation of such party,
    enforceable against it in accordance with its terms, and
    (ii) upon the effectiveness of this Amendment, no
    Termination Event or Potential Termination Event shall exist
    under the TAA.



 



    Section 5.  Reference
    to and Effect on the TAA.



 



    5.1 Upon the effectiveness of this Amendment, each
    reference in the TAA to “this Agreement,”
    “hereunder,” “hereof,” “herein,”
    “hereby” or words of like import shall mean and be a
    reference to the TAA as amended hereby, and each reference to
    the TAA in any other document, instrument and agreement executed
    and/or
    delivered in connection with the TAA shall mean and be a
    reference to the TAA as amended hereby.



 



    5.2 Except as specifically amended hereby, the TAA and all
    other documents, instruments and agreements executed
    and/or
    delivered in connection therewith shall remain in full force and
    effect and are hereby ratified and confirmed.



 



    5.3 Except as specifically provided herein, the execution,
    delivery and effectiveness of this Amendment shall not operate
    as a waiver of any right, power or remedy of any Investor, any
    Administrative Agent or the Agent under the TAA or any other
    document, instrument, or agreement executed in connection
    therewith, nor constitute a waiver of any provision contained
    therein.




    

    6








 






    Section 6.  Governing
    Law.



 



    THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
    WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW
    PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.



 



    Section 7.  Execution
    in Counterparts.



 



    7.1 This Amendment may be executed in any number of
    counterparts and by different parties hereto in separate
    counterparts, each of which when so executed and delivered shall
    be deemed to be an original, and all of which taken together
    shall constitute but one and the same instrument.



 



    7.2 Delivery of an executed counterpart of this Amendment
    by facsimile or electronic delivery in portable document format
    (a “PDF”) shall be equally as effective as
    delivery of an original executed counterpart of this Amendment.
    Any party delivering an executed counterpart of this Amendment
    by facsimile or PDF shall also deliver an original executed
    counterpart of this Amendment, but the failure to deliver an
    original executed counterpart shall not affect the validity,
    enforceability and binding effect of this Amendment.



 



    Section 8.  Headings.  Section
    headings in this Amendment are included herein for convenience
    of reference only and shall not constitute a part of this
    Amendment for any other purpose.




    

    7








 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Amendment to be executed by their respective officers thereunto
    duly authorized as of the date first written above.



 



    NMC FUNDING CORPORATION,




    as Transferor



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name:     Mark Fawcett



			
	 	    Title: 
	
    Treasurer




 



    NATIONAL MEDICAL CARE, INC.,




    as Collection Agent



 


			
	 	    By: 
	
    /s/  Mark
    Fawcett









    Name:     Mark Fawcett



			
	 	    Title: 
	
    Treasurer



 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement













 






    PARADIGM FUNDING LLC,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Doris
    J. Hearn









    Name:     Doris J. Hearn



			
	 	    Title: 
	
    Vice President




 



    WESTLB AG, NEW YORK BRANCH, as an




    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Matthew
    Tallo









    Name:     Matthew Tallo



			
	 	    Title: Director
	





 


			
	 	    By: 
	
    /s/  Laura
    A. Spichiger









    Name:     Laura A. Spichiger, CFA



			
	 	    Title: Director
	




 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement













 






    GIRO BALANCED FUNDING CORPORATION,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Damian
    Perez









    Name:     Damian Perez



			
	 	    Title: 
	
    Vice President




 



    BAYERISCHE LANDESBANK, NEW YORK

    BRANCH, as an Administrative Agent



 


			
	 	    By: 
	
    /s/  Alexander
    Kohnert









    Name:     Alexander Kohnert



			
	 	    Title: 
	
    Senior Vice President




 


			
	 	    By: 
	
    /s/  Lori-Ann
    Wynter









    Name:     Lori-Ann Wynter



			
	 	    Title: 
	
    Vice President




 



    BAYERISCHE LANDESBANK, CAYMAN

    ISLANDS BRANCH, as a Bank Investor



 


			
	 	    By: 
	
    /s/  Alexander
    Kohnert









    Name:     Alexander Kohnert



			
	 	    Title: 
	
    Senior Vice President




 


			
	 	    By: 
	
    /s/  Lori-Ann
    Wynter









    Name:     Lori-Ann Wynter



			
	 	    Title: 
	
    Vice President



 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement













 






    LIBERTY STREET FUNDING CORP.,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Jill
    A. Gordon









    Name:     Jill A. Gordon



			
	 	    Title: 
	
    Vice President




 



    THE BANK OF NOVA SCOTIA, as an




    Administrative Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Michael
    Eden









    Name:     Michael Eden



			
	 	    Title: 
	
    Director



 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement













 






    AMSTERDAM FUNDING CORPORATION,




    as a Conduit Investor



 


			
	 	    By: 
	
    /s/  Bernard
    J. Angelo









    Name:     Bernard Angelo



			
	 	    Title: 
	
    Vice President




 



    ABN AMRO Bank N.V., as an Administrative




    Agent and as a Bank Investor



 


			
	 	    By: 
	
    /s/  Therese
    Gremley









    Name:     Therese Gremely



			
	 	    Title: 
	
    Vice President




 


			
	 	    By: 
	
    /s/  Bernard
    Koh









    Name:     Bernard Koh



			
	 	    Title: 
	
    Managing Director



 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement













 






    LANDESBANK HESSEN-THUERINGEN

    GIROZENTRALE, as a Bank Investor



 


			
	 	    By: 
	
    /s/  Scheele









    Name:     Scheele



			
	 	    Title: 
	
    Senior Vice President




 


			
	 	    By: 
	
    /s/  Horledein









    Name:     Horledein



			
	 	    Title: 
	
    Vice President



 


 




    Signature
    Page

    Amendment No. 7 to Third Amended and Restated

    Transfer and Administration Agreement