AMENDMENT NO. 7 Dated as of April 27, 2007 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of October 23, 2003
Exhibit 10.2
Execution
Version
AMENDMENT
NO. 7
Dated as
of April 27, 2007
to
THIRD
AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
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
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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
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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
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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
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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 “00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
00000-0000”
to “000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000”.
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.
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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.
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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/ Xxxx
Xxxxxxx
|
Name: Xxxx Xxxxxxx
| Title: | Treasurer |
NATIONAL MEDICAL CARE, INC.,
as Collection Agent
| By: |
/s/ Xxxx
Xxxxxxx
|
Name: Xxxx Xxxxxxx
| Title: | Treasurer |
PARADIGM FUNDING LLC,
as a Conduit Investor
| By: |
/s/ Xxxxx
X. Xxxxx
|
Name: Xxxxx X. Xxxxx
| Title: | Vice President |
WESTLB AG, NEW YORK BRANCH, as an
Administrative Agent and as a Bank Investor
| By: |
/s/ Xxxxxxx
Xxxxx
|
Name: Xxxxxxx Xxxxx
| Title: Director |
| By: |
/s/ Xxxxx
X. Xxxxxxxxx
|
Name: Xxxxx X. Xxxxxxxxx, CFA
| Title: Director |
GIRO BALANCED FUNDING CORPORATION,
as a Conduit Investor
| By: |
/s/ Xxxxxx
Xxxxx
|
Name: Xxxxxx Xxxxx
| Title: | Vice President |
BAYERISCHE LANDESBANK, NEW YORK
BRANCH, as an Administrative Agent
BRANCH, as an Administrative Agent
| By: |
/s/ Xxxxxxxxx
Xxxxxxx
|
Name: Xxxxxxxxx Xxxxxxx
| Title: | Senior Vice President |
| By: |
/s/ Xxxx-Xxx
Xxxxxx
|
Name: Xxxx-Xxx Xxxxxx
| Title: | Vice President |
BAYERISCHE LANDESBANK, CAYMAN
ISLANDS BRANCH, as a Bank Investor
ISLANDS BRANCH, as a Bank Investor
| By: |
/s/ Xxxxxxxxx
Xxxxxxx
|
Name: Xxxxxxxxx Xxxxxxx
| Title: | Senior Vice President |
| By: |
/s/ Xxxx-Xxx
Xxxxxx
|
Name: Xxxx-Xxx Xxxxxx
| Title: | Vice President |
LIBERTY STREET FUNDING CORP.,
as a Conduit Investor
| By: |
/s/ Xxxx
X. Xxxxxx
|
Name: Xxxx X. Xxxxxx
| Title: | Vice President |
THE BANK OF NOVA SCOTIA, as an
Administrative Agent and as a Bank Investor
| By: |
/s/ Xxxxxxx
Xxxx
|
Name: Xxxxxxx Xxxx
| Title: | Director |
AMSTERDAM FUNDING CORPORATION,
as a Conduit Investor
| By: |
/s/ Xxxxxxx
X. Xxxxxx
|
Name: Xxxxxxx Xxxxxx
| Title: | Vice President |
ABN AMRO Bank N.V., as an Administrative
Agent and as a Bank Investor
| By: |
/s/ Xxxxxxx
Xxxxxxx
|
Name: Xxxxxxx Gremely
| Title: | Vice President |
| By: |
/s/ Xxxxxxx
Xxx
|
Name: Xxxxxxx Xxx
| Title: | Managing Director |
LANDESBANK HESSEN-THUERINGEN
GIROZENTRALE, as a Bank Investor
GIROZENTRALE, as a Bank Investor
| By: |
/s/ Xxxxxxx
|
Name: Xxxxxxx
| Title: | Senior Vice President |
| By: |
/s/ Horledein
|
Name: Horledein
| Title: | Vice President |
