AMENDMENT NO. 3 Dated as of March 13, 2020 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 24, 2014

Exhibit 4.16

EXECUTION VERSION

AMENDMENT NO. 3

Dated as of March 13, 2020

SEVENTH AMENDED AND RESTATED

Dated as of November 24, 2014

THIS AMENDMENT NO. 3 (this “Amendment”) dated as of March 13, 2020 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) THE BANK OF NOVA SCOTIA, 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 Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 (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. In addition, the parties hereto have agreed to amend the TAA 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. Amendments to TAA. As of the Effective Date (as defined below), subject to the conditions precedent set forth in Section 2 of this Amendment, the TAA is hereby amended as follows:

1.1 Applicable Margin. The definition of “Applicable Margin” in Section 1.1 of the TAA is hereby amended to delete and replace the table appearing in such definition with the following table:

Consolidated Leverage Ratio	Base Margin
Greater than 4.45:1.0	1.500	%
Greater than 3.95:1.0 but less than or equal to 4.45:1.0	1.375	%
Greater than 3.45:1.0 but less than or equal to 3.95:1.0	1.250	%
Greater than 2.95:1.0 but less than or equal to 3.45:1.0	1.125	%
Less than or equal to 2.95:1.0	1.000	%

1.2 Capitalized Lease. The definition of “Capitalized Lease” in Section 1.1 of the TAA is hereby deleted.

1.3 Indebtedness. The definition of “Indebtedness” or “indebtedness” in Section 1.1 of the TAA is hereby deleted and replaced with the following:

“Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations in respect of leases as determined under IFRS and (vi) obligations for which such Person is obligated pursuant to a Guaranty.

1.4 Each of Section 10.3 and Schedule I of the TAA is hereby amended to replace “1251 Avenue of the Americas” with “1221 Avenue of the Americas” in the notice addresses for the Related Group that includes MUFG in each place in which that address appears.

1.5 Exhibit Q is hereby replaced with the form of Exhibit Q attached as Exhibit A hereto.

SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of March 13, 2020 (the “Effective Date”) subject to the Agent’s receipt of the following, each in form and substance satisfactory to each Administrative Agent:

(a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent;

(b) an amendment to the Receivables Purchase Agreement, dated as of the date hereof, substantially in the form of Exhibit B hereto, duly executed and delivered

by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);

(c) a fully executed amendment to the Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit C attached hereto, duly executed and delivered by each of the parties thereto;

(d) a Certificate of the Collection Agent certifying therein (i) a true and correct copy of the Account Schedule and (ii) a true and correct copy of the FI/MAC Schedule; and

(e) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.

SECTION 3. Covenants, Representations and Warranties of the Transferor and the Collection Agent.

3.1 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.

3.2 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 4. Acknowledgements of the Amendment to Exhibit Q of the TAA.

Each of the parties hereto hereby acknowledges that the amendment to Exhibit Q of the TAA that is being effected pursuant to Section 1.5 of this Amendment is solely for the convenience of the parties and reflects the removal of Transferring Affiliates that occurred since December 20, 2018 pursuant to the second paragraph of Section 2.15(a) of the TAA.

SECTION 5. Reference to and Effect on the TAA.

5.1 Unless otherwise indicated, all references in this Amendment to a specific “Section”, “Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other subdivision of the TAA.

5.2 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.

5.3 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.

5.4 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.

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. 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. Delivery of an executed counterpart of this Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart 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/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Senior Vice President & Treasurer


	NATIONAL MEDICAL CARE, INC., as
	Collection Agent


	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Senior Vice President & Treasurer

Signature Page