Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

Tranche B-3 Term Loan. Beginning with the fiscal quarter ending ​, the Borrower shall repay the outstanding principal amount of the Tranche B-3 Term Loan # in equal quarterly installments equal to 0.25% of the outstanding amount of the Tranche B-3 Term Loan as of the effective date of the Second Refinancing Facilities Amendment to this Agreement on the last Business Day of each March, June, September and December (as such installments may hereafter be adjusted as a result of prepayments made pursuant to [Section 2.05]), unless accelerated sooner pursuant to [Section 9.02] and # on the Maturity Date the outstanding principal amount of the Tranche B-3 Term Loan on such date.

The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion the Tranche B-1 Term Loan into the Tranche B-3 Term Loan (each such Lender, a “B-3 Converting Lender”) are the lenders of record of the portion of the Tranche B-1 Term Loan as set forth on the Register opposite such Lender’s name. Each such B-3 Converting Lender represents and warrants that it holds such portion of the Tranche B-1 Term Loan and has not assigned or participated such portion of the Tranche B-1 Term Loan to any other Person.

Subject to the terms and conditions of this Agreement, during the Term Advance Draw Period, upon written request from Borrower, Lender will make a term loan ("Term Advance") to Borrower in an amount specified by Borrower in such written request but not to exceed ​, the proceeds of which shall be used solely for repurchasing outstanding capital stock of Borrower; provided that # all of the representations and warranties set forth in [Section 3] are true and correct on the date of the Term Advance as though made at and as of each such date, and # no Default has occurred and is continuing, or would result from the Term Advance.

Availability. Bank shall make a growth capital term loan available to Borrower in two (2) tranches (“Tranche A” and “Tranche B”; each advance under Tranche A and Tranche B hereinafter referred to individually as a “Growth Capital Term Loan Advance” and collectively as “Growth Capital Term Loan Advances”) not exceeding the Growth Capital Term Loan Amount. Subject to the satisfaction of the terms and conditions of this Agreement, # Tranche A will be available during the Tranche A Draw Period in multiple advances in the aggregate original principal amount not to exceed ​ (each advance under Tranche A hereinafter referred to individually as a “Tranche A Advance” and collectively as the “Tranche A Advances”), and # provided that Borrower has achieved the Tranche B Advance Milestone, Tranche B will be available during the Tranche B Draw Period in multiple advances in the aggregate original principal amount not to exceed ​ (each advance under Tranche B hereinafter referred to individually as a “Tranche B Advance” and collectively as the “Tranche B Advances”). Each Growth Capital Term Loan Advance must be in an amount at least equal to the lesser of ​ or the amount that has not yet been drawn under Tranche A or Tranche B, as applicable. After repayment, no Growth Capital Term Loan Advance may be re-borrowed.

which has otherwise rescinded or repudiated a Finance Document; or

The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

Term Advance Termination Fee. In the event the Term Advance is prepaid in full prior to ​ by a lender other than Lender, Borrower shall pay the Term Advance Termination Fee to Lender.

[Subparagraph III].A. is hereby amended by deleting that subparagraph in its entirety, and replacing it with a new [Subparagraph III].A. to read as follows:

Advance. During the Term of this Agreement, Manager shall make advances to Provider which Manager, in the exercise of its sole discretion, deems necessary for the payment of Provider Expenses and the Management Fee, and Manager shall be repaid such advances, without interest, at such time as there are sufficient funds for repayment.