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 Facility Fee. Borrower shall pay the Term Advance Facility Fee to Lender promptly upon the execution of the Second Amendment.

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.

Subject to the terms and conditions set forth herein, on and after the Effective Date, unless the context otherwise clearly requires, for all purposes of the Loan Documents, # the commitment of each Tranche B-3 Term Lender to make a portion of the Tranche B-3 Term Loan (or in the case of a B-3 Converting Lender, convert its existing Tranche B-1 Term Loan to a portion of the Tranche B-3 Term Loan) shall constitute a “Term Facility”, “Term Loan Commitments” and “Commitments”, # the Tranche B-3 Term Loan shall constitute a “Term Loan” and a “Loan” and # each Tranche B-3 Term Lender shall be a “Lender” (if such Tranche B-3 Term Lender is not already a Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Commitment with respect to the Tranche B-3 Term Loan (or, following the making and/or conversion of a Tranche B-3 Term Loan, a Tranche B-3 Term Loan). Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, taxes (and other provisions of [Article III] of the Credit Agreement), increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each existing Lender holding a portion of the Tranche B-1 Term Loan in respect of such Lender’s existing Tranche B-1 Term Loans immediately prior to giving effect to this Amendment.

Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Refinancing Lender severally agrees to make its portion of a term loan (the “Refinancing Tranche A Term Loan”) to the Borrower in Dollars in a single advance on the date hereof in an amount not to exceed such Lender’s commitment to the Refinancing Tranche A Term Loan set forth on [Schedule A] hereto. Amounts repaid on the Refinancing Tranche A Term Loan may not be reborrowed. The Refinancing Tranche A Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

[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.

Term Loan Payment. Notwithstanding the provisions of [Section 2.8(a)] of the Credit Agreement and 5.8 of the Prior Forbearance Agreement, the scheduled principal payments of ​ on the Term Loans # previously payable upon the expiration of the "Forbearance Period" (as defined in the Prior Forbearance Agreement) pursuant to [Section 5.8] of the Prior Forbearance Agreement, # previously payable on ​ and # otherwise payable on ​ will instead be due and payable on the date that the Forbearance Period terminates or expires.

The Term Loan. Subject to the terms and conditions set forth herein, the Lender agrees to make a term loan to the Borrower (the “Term Loan”), which is due and payable on the Maturity Date, in an aggregate principal amount of ​, to be advanced in a single draw during the Availability Period. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan shall be comprised of one or more individual Base Rate Loans and/or Eurodollar Rate Loans as set forth herein.

Term Loan Repayment. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all outstanding amounts under the Term Loan Credit Agreement have been, or will be, substantially concurrently with the Effective Date, repaid in full, and such Term Loan Credit Agreement has been, or will be, substantially concurrently with the Effective Date, terminated.

Term Loan Conditions. With respect to any request for a Credit Extension under the Term Loan Commitments,