Common use of Repurchases Clause in Contracts

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the any shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) ), Daily VWAPs, Daily Conversion Values or Daily Settlement Amounts or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices Prices, Daily VWAPs, Daily Conversion Values, Daily Settlement Amounts or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock (other than a payment in respect of a repurchase of Common Stock made contemporaneously with the issuance of the Notes as described in “Use of Proceeds” contained in the offering circular dated May 30, 2007) the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate12 months, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Company’s Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to in effect at the opening time of business on the day immediately following the date of the such repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following next succeeding the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company; provided, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, provided further that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii14.06(a)(8). For purposes of this Section 14.06(a)(8): (A) the market capitalization shall be calculated by multiplying the Current Market Price by the number of shares of Common Stock then outstanding on the date of the repurchase triggering the adjustment immediately prior to such repurchase, and (B) in determining the repurchase premium, the “then-prevailing market price” of the Company’s Common Stock will be the average of the Closing Sale Prices of the Company’s Common Stock for the five consecutive Trading Days ending on the relevant repurchase date. If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a14.06(a), the provisions of Section 6.05(a)(viii14.06(a)(7) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve 12 months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening close of business on the day immediately following the date fixed for determination of the repurchase triggering the adjustment stockholders entitled to receive such distribution by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii6.5(a)(8). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a6.5(a), the provisions of Section 6.05(a)(viii6.5(a)(8) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the The Company (or any one of its Subsidiaries shall make subsidiaries) makes a payment in respect of a repurchase of Common Stock Ordinary Shares the consideration for which exceeds exceeded the average then-prevailing market price of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date Ordinary Shares (such amount, the “Repurchase Premium”"repurchase premium"), and that repurchase, together with any other repurchases of Common Stock the Ordinary Shares by the Company (or any Subsidiary one of its subsidiaries) involving a Repurchase Premium repurchase premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate12 months, results resulted in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stockits market capitalization, then the Conversion Rate shall will be adjusted so that the same shall equal the rate determined by multiplying multiplying: (i) the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to by (ii) a fraction: , the numerator of which is the current market price the Ordinary Shares and the denominator of which is (A) the numerator of which shall be equal to the Current Market Price current market price of the Common Stock; and Ordinary Shares, minus (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all of the Repurchase Premiums repurchase premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock Ordinary Shares outstanding on the day immediately following next succeeding the date of the repurchase triggering the adjustment, as determined by the Board board of Directors of the Company, whose determination in good faith shall be conclusivedirectors; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that (i) the repurchases of Common Stock the Ordinary Shares (including ordinary shares in the form of ADSs) effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made under this clause (g) and (ii) no adjustment will be made under this clause (g) for the repurchases of Ordinary Shares pursuant to that certain Repurchase Agreement, dated as of October 15, 2004, by and between the Company and SB Asia Infrastructure Fund L.P. For purposes of this Section 6.05(a)(viiiclause (g). If a payment , (i) the "market capitalization" will be calculated by multiplying the current market price of the Ordinary Shares by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) number of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business shares then outstanding on the date of the repurchase triggering the adjustmentadjustment and (ii) the "current market price" will be the average of the closing sale prices of the Ordinary Shares for the five consecutive Trading Days beginning on the Trading Day next succeeding the date of the repurchase triggering the adjustment and (iii) in determining the repurchase premium, the "then-prevailing market price" of the Ordinary Shares will be the average of the Reference Prices of the Ordinary Shares for the five consecutive Trading Days ending on the relevant repurchase date. In the event of a taxable distribution to holders of the Ordinary Shares which results in an adjustment of the Conversion Rate, Noteholders may, in certain circumstances, be deemed to have received a distribution subject to United States federal income tax as a dividend. In certain other circumstances, the absence of such an adjustment may result in a taxable dividend to the holders of the Ordinary Shares. In addition to these adjustments, the Company may increase the Conversion Rate as the board of directors considers advisable to avoid or diminish any income tax to holders of the Ordinary Shares (including ADSs representing such Ordinary Shares) or rights to purchase Ordinary Shares resulting from any dividend or distribution of shares (or rights to acquire shares) or from any event treated as such for income tax purposes. They Company may also, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 days if the board of directors has determined that such increase would be in the Company's best interests. If any distribution or transaction described the board of directors makes such a determination, it will be conclusive. The Company will give Noteholders at least 15 days notice of such an increase in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an the Conversion Rate. No adjustment to the Conversion Rate applicable or on Noteholders' ability to conversion of a given Note but the shares of the Common Stock deliverable in respect of convert will be made if such conversion are not entitled to holders otherwise participate in the relevant distribution without conversion or transaction in certain other cases. The applicable Conversion Rate will not be adjusted: (because such i) upon the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's securities and the investment of additional optional amounts in Ordinary Shares under any plan; (ii) upon the issuance of any of the Ordinary Shares or options or rights to purchase those shares were not held on a related record date pursuant to any present or otherwise)future employee, then director or consultant benefit plan or program of or assumed by the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple daysits subsidiaries; (iii) upon the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date preceding bullet and outstanding as of the event occursdate the Notes were first issued; (iv) for a change in the par value of the Ordinary Shares; or (v) for accrued and unpaid interest and Liquidated Damages, at any time during the period over which such average or summation is to be calculatedif any.

Repurchases. In case the Company (a) Notwithstanding Sections 4.08(c), 4.24 or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average 4.25 of the Closing Sale Prices Indenture, the Holders (i) hereby agree that the Issuer may effectuate the Effective Date Repurchase and shall use the funds in the Collateral Account and the Reserve Account for the purpose of consummating the Effective Date Repurchase, (ii) hereby instruct the Trustee and the Collateral Agent to release funds in the Collateral Account and the Reserve Account in an aggregate amount of up to $45,000,000 (the “Released Funds”) to the order of the Common Stock Issuer (free and clear of any Lien under the Collateral Agreement and any other Security Document) for such purpose, (iii) hereby agree that any remaining funds in the five consecutive Trading Days ending Collateral Account and the Reserve Account after the consummation of the Effective Date Repurchase shall be released to the Issuer by the Trustee and the Collateral Agent (free and clear of any Lien under the Collateral Agreement and any other Security Document and the Holders hereby instruct the Trustee and the Collateral Agent to release such funds accordingly) and (iv) after the consummation of the Effective Date Repurchase, hereby agree that Sections 4.08(c), 4.24 and 4.25 of the Indenture shall have no further force and effect and the Collateral Account and the Reserve Account shall each be closed. (b) In the event that any Securities remain outstanding on December 16, 2020, on December 16, 2020, the relevant Issuer may, in its sole and absolute discretion, provide notice substantially in the form attached hereto as Exhibit C (the “December Repurchase Notice”) to the Trustee and the Holders that the Issuer intends to repurchase date from each Holder Securities in a principal amount equal to (i) $20,000,000 (or, if less, the remaining outstanding principal amount of the Securities) multiplied by (ii) a fraction the numerator of which is the then outstanding principal amount of the Securities held by such Holder and the denominator of which is the then outstanding principal amount of all of the outstanding Securities (such amountamount with respect to each Holder, such Holder’s “Pro Rata Share”), at a purchase price in cash equal to 100% of the principal amount thereof (such repurchase, the “Repurchase PremiumDecember 0000 Xxxxxxxxxx”). If delivered, the December Repurchase Notice shall be binding, irrevocable and that repurchaseunconditional. If the Issuer provides the Holders with a December Repurchase Notice, together the Issuer will, no later than December 16, 2020, also deposit or cause to be deposited with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment Trustee to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding account specified on Exhibit D attached hereto an amount equal to 10% $20,000,000 (or, if less, the remaining outstanding principal amount of the Market Capitalization Securities) (the “December Repurchase Amount”, and the delivery of the Common Stock, then December Repurchase Notice and such deposit of the Conversion Rate December Repurchase Amount with the Trustee shall be adjusted so that referred to herein as the same “December Optional Repurchase Conditions”) to be held in escrow by the Trustee for the sole purpose of effectuating the December 0000 Xxxxxxxxxx. The Trustee shall equal apply the rate determined by multiplying December Repurchase Amount to repurchase from each Holder such Holder’s Pro Rata Share of the Conversion Rate immediately prior to Securities not later than two (2) Business Days after the opening later of business on the day immediately following the date of receipt by the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price Trustee of the Common Stock; and (Bx) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the December Repurchase Premiums paid in connection with such repurchases Notice and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viiiy). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case (a) If on any Settlement Date the Company Purchaser's Total Investment shall equal or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average be less than 5% of the Closing Sale Prices greatest amount of Purchaser's Total Investment at any time prior to such Settlement Date, Seller shall be entitled to repurchase the Asset Interest on such Settlement Date. Seller shall give Purchaser at least five Business Days' prior written notice of such repurchase and upon payment of the Common Stock for repurchase price therefor, as hereinafter provided, Purchaser shall be obligated to reconvey its entire interest in the five consecutive Trading Days ending on Asset Interest to Seller pursuant to an assignment acceptable to the relevant repurchase date (such amountparties, but without representation or warranty except that the “Repurchase Premium”)interest assigned is free of offset, liens and that repurchase, together with any other repurchases of Common Stock encumbrances created by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment assignor. Seller shall pay such repurchase price in cash to the Conversion Rate, results Administrator on behalf of Purchaser (including any holder of any Asset Tranche) in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% the sum of (i) all accrued and unpaid Earned Discount in respect of the Market Capitalization Asset Interest, (ii) the Purchaser's Total Investment therein, (iii) the aggregate of other amounts then owed hereunder by Seller to Purchaser, Relationship Bank or Administrator and (iv) the accrued and unpaid Servicer's Fee. Upon receipt of the Common Stockaforesaid repurchase price the Administrator shall distribute it (i) to Purchaser (including the holder of any Asset Tranche) (a) in payment of the accrued and unpaid Earned Discount, then (b) in reduction of the Conversion Rate Purchaser's Total Investment and (c) in payment of any other amounts owed by Seller hereunder to Purchaser (including the holder of any Asset Tranche), Relationship Bank or Administrator, in each case until reduced to zero, and (ii) to Servicer in payment of the accrued and unpaid Servicer's Fee, also until reduced to zero. (b) If at any time an Adverse Determination occurs Seller shall be adjusted within three Business Days of Seller's knowledge thereof notify Purchaser of such Adverse Determination, and Seller shall, if Purchaser in its sole discretion so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior demands, (i) within five Business Days after notice has been given to the opening Purchaser or by the Purchaser to the Seller, repurchase Purchaser's ownership interest in the Adverse Determination Receivables, or (ii) at the end of business on the day immediately following related applicable Yield Periods, repurchase Purchaser's ownership interest in the date Adverse Determination Receivables. In the case of a repurchase under clause (i) or (ii) above, upon payment by Seller of the repurchase triggering price therefor, as hereinafter provided, Purchaser shall be obligated to reconvey its entire interest in such Adverse Determination Receivables to Seller pursuant to an assignment acceptable to the adjustment by parties, but without representation or warranty except as to the assignor's good title, free of offset, liens and other encumbrances as to the interest assigned. To the extent required above, Seller shall pay such repurchase price in cash to the Administrator on behalf of Purchaser in an adjustment factor amount equal to a fraction: the sum of (A) the numerator product of which shall be equal to (x) the Current Market Price Purchaser's Share on account of Principal Receivables multiplied by (y) the Common Stock; and then Unpaid Principal Balance of such Adverse Determination Receivables plus (B) Purchaser's Share on Account of Finance Charge Receivables received and not paid over to Purchaser or the denominator Administrator in respect of which such Adverse Determination Receivables. Upon receipt of such repurchase price Purchaser shall apply such repurchase price to reduce Purchaser's Total Investment and any accrued and unpaid Earned Discount, Program Fee, Servicer's Fee and Designated Obligations. Upon such receipt, such Adverse Determination Receivables shall thereupon be equal deemed removed from the Receivables Pool for all purposes hereunder. A repurchase of Purchaser's ownership interest in Adverse Determination Receivables shall not substitute for or limit the applicable indemnification obligations under Article XIII. In the event that any Indemnified Party shall incur or expects to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased incur any demonstrable loss or expense as a result of the above calculation; and provided, further, that the repurchases redeployment of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made amounts received pursuant to this Section 6.05(a)(viii). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through above, then, within five Business Days after written notice from Purchaser to Seller, Seller shall pay to Purchaser such additional amounts as will (viiiin the reasonable determination of the Indemnified Parties) reimburse the Indemnified Parties for such demonstrable loss or expense. Such written notice shall, in the absence of demonstrable error, be conclusive and binding on Seller. This Section 3.07(b) shall survive the termination of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculatedAgreement.

Repurchases. In case (a) If on any Settlement Date the Company Purchaser's Total Investment shall equal or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average be less than 5% of the Closing Sale Prices greatest amount of Purchaser's Total Investment at any time prior to such Settlement Date, Seller shall be entitled to repurchase the Asset Interest on such Settlement Date. Seller shall give Purchaser at least five Business Days' prior written notice of such repurchase and upon payment of the Common Stock for repurchase price therefor, as hereinafter provided, Purchaser shall be obligated to reconvey its entire interest in the five consecutive Trading Days ending on Asset Interest to Seller pursuant to an assignment acceptable to the relevant repurchase date (such amountparties, but without representation or warranty except that the “Repurchase Premium”)interest assigned is free of offset, liens and that repurchase, together with any other repurchases of Common Stock encumbrances created by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment assignor. Seller shall pay such repurchase price in cash to the Conversion Rate, results Agent on behalf of Purchaser in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient sum of (i) the aggregate amount of all the Repurchase Premiums paid in connection accrued and unpaid Earned Discount plus any Liquidation Fee owing with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased respect thereto as a result of the above calculation; early termination of any Yield Period, (ii) the Purchaser's Total Investment therein, (iii) the aggregate of other amounts then owed hereunder by Seller to Purchaser, any Liquidity Bank, or Agent and provided(iv) the accrued and unpaid Servicer's Fee. Upon receipt of the aforesaid repurchase price the Agent shall distribute it (i) to Purchaser or the Agent, furtheras applicable (a) in payment of the accrued and unpaid Earned Discount and Liquidation Fee (if any), that (b) in reduction of the repurchases Purchaser's Total Investment and (c) in payment of Common Stock effected any other amounts owed by Seller hereunder to Purchaser, any Liquidity Bank or Agent, in each case until reduced to zero, and (ii) to Servicer in payment of the accrued and unpaid Servicer's Fee, also until reduced to zero. (b) If at any time an Adverse Determination occurs Seller shall within three Business Days of Seller's knowledge thereof notify Purchaser of such Adverse Determination, and Seller shall, if Purchaser in its sole discretion so demands, (i) within five Business Days after notice has been given to the Purchaser or by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment Purchaser to the Conversion Rate made pursuant to this Section 6.05(a)(viii)Seller, repurchase Purchaser's ownership interest in the Adverse Determination Receivables, or (ii) at the end of the related applicable Yield Periods, repurchase Purchaser's ownership interest in the Adverse Determination Receivables. If In the case of a repurchase under clause (i) or (ii) above, upon payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date Seller of the repurchase triggering price therefor, as hereinafter provided, Purchaser shall be obligated to reconvey its entire interest in such Adverse Determination Receivables to Seller pursuant to an assignment acceptable to the adjustmentparties, but without representation or warranty except as to the assignor's good title, free of offset, liens and other encumbrances as to the interest assigned. To the extent required above, Seller shall be given effect as pay such repurchase price in cash to the Agent on behalf of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted Purchaser in an adjustment amount equal to the Conversion Rate applicable sum of (A) the product of (x) the Purchaser's Share on account of Principal Receivables multiplied by (y) the then Unpaid Principal Balance of such Adverse Determination Receivables plus (B) Purchaser's Share on Account of Finance Charge Receivables received and not paid over to conversion of a given Note but Purchaser or the shares of the Common Stock deliverable Agent in respect of such conversion are Adverse Determination Receivables. Upon receipt of such repurchase price Purchaser shall apply such repurchase price to reduce Purchaser's Total Investment and any accrued and unpaid Earned Discount, Liquidity Fee, Program Fee, Servicer's Fee and Designated Obligations. Upon such receipt, such Adverse Determination Receivables shall thereupon be deemed removed from the Receivables Pool for all purposes hereunder. A repurchase of Purchaser's ownership interest in Adverse Determination Receivables shall not entitled substitute for or limit the applicable indemnification obligations under Article XIII . In the event that any Indemnified Party shall incur or expects to participate incur any demonstrable loss or expense as a result of the redeployment of amounts received pursuant to clause (i) above, then, within five Business Days after written notice from Purchaser to Seller, Seller shall pay to Purchaser such additional amounts as will (in the relevant distribution reasonable determination of the Indemnified Parties) reimburse the Indemnified Parties for such demonstrable loss or transaction (because such shares were not held expense. Such written notice shall, in the absence of demonstrable error, be conclusive and binding on a related record date or otherwise), then Seller. This Section 3.07(b ) shall survive the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision termination of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculatedAgreement.

Repurchases. In case the event the Company or any one of its Subsidiaries shall make makes a payment in respect of a repurchase of Common Stock Stock, the consideration for which exceeds the average of the Closing Sale Prices Then-Prevailing Market Price of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, amount being the “"Repurchase Premium”"), and that repurchase, together with any other repurchases of Common Stock by the Company or any a Subsidiary of the Company involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate12 months, results in the payment by the Company (or its Subsidiary) of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that Uncapped Anti-Dilution Multiplier in effect immediately before the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening close of business on the day immediately following the date of the such payment in respect of a repurchase triggering the adjustment will be increased by an adjustment factor equal to multiplying it by a fraction: (Ai) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (Bii) the denominator of which shall be equal to (aA) the Current Market Price of the Common Stock Stock, minus (bB) the quotient of (i1) the aggregate amount of all of the Repurchase Premiums paid in connection with such repurchases and (ii2) the number of shares of Common Stock outstanding on the day immediately following next succeeding the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusiveDirectors; provided that no adjustment to the Conversion Rate Uncapped Anti-Dilution Multiplier shall be made to the extent the Conversion Rate Uncapped Anti-Dilution Multiplier is not increased as a result of the above calculationcalculation and; and provided, further, provided further that the repurchases of Common Stock effected by the Company Company, any of its Subsidiaries or its agent their respective agents in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate Uncapped Anti-Dilution Multiplier made pursuant to under this Section 6.05(a)(viii12.9(g). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) For purposes of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.12.9(g):

Repurchases. In case If the Company or Seller elects to repurchase any of its Subsidiaries Purchased Loans, the Seller shall make deliver a payment in respect of a repurchase of Common Stock Repurchase Request to the consideration for which exceeds Agent and the average of Custodian stating the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant scheduled repurchase date (and identifying those Purchased Loans, whereupon the Custodian shall release and return such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment Files to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: Seller if (Aand only if) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to both (a) the Seller shall have paid the Repurchase Price therefor to the Agent in accordance with the Current Market Repurchase Agreement (unless such Repurchase Price of the Common Stock minus is deducted from any Margin Excess) and (b) (unless the quotient Agent in its discretion shall elect to allow such repurchase notwithstanding the existence of (ian Event of Default pursuant to Section 18.8 of the Current Repurchase Agreement) no Event of Default shall have occurred and then be continuing. If the aggregate amount of all Custodian disagrees with any information set forth in any Repurchase Request received, the Custodian may require that the Seller correct it as a condition to the Custodian’s processing it. Before the Custodian transfers the Purchased Loans so designated, the Seller will deposit in the Repurchase Premiums paid in connection with such repurchases and (ii) Settlement Account a cash amount equal to the number of shares of Common Stock outstanding on the day immediately following the date sum of the repurchase triggering Repurchase Prices for the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made Purchased Loans being repurchased (except to the extent the Conversion Rate same is not increased as a result to be deducted from any Margin Excess), determined without regard to any Disqualifier that may be applicable. The Agent’s determination of the above calculation; Repurchase Price for each such Purchased Loan, absent manifest error, shall be conclusive. Upon the Agent’s receipt of such funds in the Repurchase Settlement Account (or its deduction from any Margin Excess) if no Event of Default shall have occurred and providedthen be continuing (unless the Agent has exercised its discretion to allow such repurchase notwithstanding the existence of an Event of Default pursuant to Section 18.8 of the Current Repurchase Agreement), furtherall claims, rights, liens and security interests of the Agent, however arising, in and to the Purchased Loans that were so listed in the repurchases of Common Stock effected Repurchase Request, shipped by the Company or its agent in conformity with Rule 10b-18 under Custodian and for which the Exchange Act will not be included in any adjustment to the Conversion Rate made Agent was so paid pursuant to this Section 6.05(a)(viii). If a payment by the Company Section, shall cause an adjustment to the Conversion Rate under both clause (vii) terminate and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall controlbe released. The adjustment Agent will notify the Custodian in writing that Agent has received the full Repurchase Price and shall so instruct the Custodian to release the Conversion Rate pursuant to this Section 6.05(a)(viii) related Purchased Loans and the Custodian shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculateddo so.

Repurchases. In case the Company (a) Notwithstanding Sections 4.08(c), 4.24 or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average 4.25 of the Closing Sale Prices Indenture, the Holders (i) hereby agree that the Issuer may effectuate the Effective Date Repurchase and shall use the funds in the Collateral Account and the Reserve Account for the purpose of consummating the Effective Date Repurchase, (ii) hereby instruct the Trustee and the Collateral Agent to release funds in the Collateral Account and the Reserve Account in an aggregate amount of up to $45,000,000 (the “Released Funds”) to the order of the Common Stock Issuer (free and clear of any Lien under the Collateral Agreement and any other Security Document) for such purpose, (iii) hereby agree that any remaining funds in the five consecutive Trading Days ending Collateral Account and the Reserve Account after the consummation of the Effective Date Repurchase shall be released to the Issuer by the Trustee and the Collateral Agent (free and clear of any Lien under the Collateral Agreement and any other Security Document and the Holders hereby instruct the Trustee and the Collateral Agent to release such funds accordingly) and (iv) after the consummation of the Effective Date Repurchase, hereby agree that Sections 4.08(c), 4.24 and 4.25 of the Indenture shall have no further force and effect and the Collateral Account and the Reserve Account shall each be closed. (b) In the event that any Securities remain outstanding on December 16, 2020, on December 16, 2020, the relevant Issuer may, in its sole and absolute discretion, provide notice substantially in the form attached hereto as Exhibit C (the “December Repurchase Notice”) to the Trustee and the Holders that the Issuer intends to repurchase date from each Holder Securities in a principal amount equal to (i) $20,000,000 (or, if less, the remaining outstanding principal amount of the Securities) multiplied by (ii) a fraction the numerator of which is the then outstanding principal amount of the Securities held by such Holder and the denominator of which is the then outstanding principal amount of all of the outstanding Securities (such amountamount with respect to each Holder, such Holder’s “Pro Rata Share”), at a purchase price in cash equal to 100% of the principal amount thereof (such repurchase, the “Repurchase PremiumDecember 2000 Xxxxxxxxxx”). If delivered, the December Repurchase Notice shall be binding, irrevocable and that repurchaseunconditional. If the Issuer provides the Holders with a December Repurchase Notice, together the Issuer will, no later than December 16, 2020, also deposit or cause to be deposited with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment Trustee to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding account specified on Exhibit D attached hereto an amount equal to 10% $20,000,000 (or, if less, the remaining outstanding principal amount of the Market Capitalization Securities) (the “December Repurchase Amount”, and the delivery of the Common Stock, then December Repurchase Notice and such deposit of the Conversion Rate December Repurchase Amount with the Trustee shall be adjusted so that referred to herein as the same “December Optional Repurchase Conditions”) to be held in escrow by the Trustee for the sole purpose of effectuating the December 2000 Xxxxxxxxxx. The Trustee shall equal apply the rate determined by multiplying December Repurchase Amount to repurchase from each Holder such Holder’s Pro Rata Share of the Conversion Rate immediately prior to Securities not later than two (2) Business Days after the opening later of business on the day immediately following the date of receipt by the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price Trustee of the Common Stock; and (Bx) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the December Repurchase Premiums paid in connection with such repurchases Notice and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viiiy). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case (a) If at any time the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average sum of the Closing Sale Prices Senior Investment and the Subordinated Investment shall be equal to or be less than 10% of the Common Stock Facility Amount then in effect, Seller shall be entitled on the next succeeding Settlement Date to repurchase the Senior Interest and the Subordinated Interest. Seller shall give the Administrator, the Paying Agent, the Relationship Bank and Subordinated Purchaser at least thirty Business Days' prior written notice of such repurchase and upon payment of the repurchase price therefor, as hereinafter provided, Purchasers shall be obligated to reconvey their respective Purchasers' Interests to Seller pursuant to an assignment acceptable to the parties, but without recourse, representation or warranty except that the interest assigned is free of offset, liens and other encumbrances created by or through the assignor. Seller shall pay such repurchase price in cash to the Paying Agent for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases benefit of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results Purchasers in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient sum of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and any unreimbursed Servicer Advances, (ii) the number of shares of Common Stock outstanding on the day immediately following the date accrued and unpaid Earned Discount and Program Fee in respect of the repurchase triggering the adjustmentSenior Interest, as determined by the Board of Directors (iii) accrued and unpaid Interest Amount and Program Fee in respect of the CompanySubordinated Interest, whose determination (iv) the Senior Investment and the Subordinated Investment, (v) the aggregate of any other obligations then owed hereunder by Seller in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result respect of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through - (viiiiv) of this Section 6.05(aabove and (vi) has not resulted in an adjustment accrued and unpaid Servicing Fee ------------------ payable with respect to the Conversion Rate applicable to conversion of a given Note but the shares such Purchasers' Interests. Upon receipt of the Common Stock deliverable aforesaid repurchase price, the Paying Agent shall distribute it (i) to Servicer in respect repayment of any unreimbursed Servicer Advances, (ii) to Purchasers as owners of the Purchasers' Interests (a) in payment of the Earned Discount, Program Fees and Interest Amount for such conversion are not entitled Purchasers' Interests, (b) in reduction of the Senior Investment and the Subordinated Investment and (c) in payment of any other amounts owed by Seller to participate Purchasers, Relationship Bank or Administrator hereunder, in each case until reduced to zero, and (iii) thereafter to Servicer in payment of the accrued and unpaid Servicing Fee, also until reduced to zero; it being -- ----- understood that, in the relevant distribution case of any Asset Tranche of Senior Purchaser or transaction (because such shares were not held on ---------- ---- portion of the Subordinated Interest having a related record date maturity or otherwise)Yield Period extending beyond such next succeeding Settlement Date, then Seller shall be entitled (other than in accordance with Section 4.3) only to repurchase ----------- such Asset Tranche or Subordinated Interest upon the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions maturity thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date upon expiration of the event occurs, at any time during the period over which such average or summation is to be calculatedrelated Yield Period therefor.

Repurchases. In case If the Company or Seller elects to repurchase any of its Subsidiaries Purchased Loans, the Seller shall make deliver a payment in respect of a repurchase of Common Stock Repurchase Request to the consideration for which exceeds Administrative Agent and the average of Custodian stating the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant scheduled repurchase date (and identifying those Purchased Loans, whereupon the Custodian shall release and return such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment Files to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: Seller if (Aand only if) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of both (i) the aggregate amount of all Seller shall have paid the Repurchase Premiums paid Price therefor to the Administrative Agent in connection accordance with the Current Repurchase Agreement (unless such repurchases Repurchase Price is deducted from any Margin Excess) and (ii) (unless the number Administrative Agent in its discretion shall elect to allow such repurchase notwithstanding the existence of shares an Event of Common Stock outstanding on the day immediately following the date Default pursuant to Section 18.9 of the repurchase triggering Current Repurchase Agreement) no Event of Default shall have occurred and then be continuing. If the adjustmentCustodian disagrees with any information set forth in any Repurchase Request received, the Custodian may require that the Seller correct it as determined by a condition to the Board of Directors Custodian’s processing it. Before the Custodian transfers the Purchased Loans so designated, the Seller will deposit in the Settlement Account a cash amount equal to the sum of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to Repurchase Prices for the Conversion Rate shall be made Purchased Loans being repurchased (except to the extent the Conversion Rate same is not increased as a result to be deducted from any Margin Excess), determined without regard to any Disqualifier that may be applicable. The Administrative Agent’s determination of the above calculation; Repurchase Price for each such Purchased Loan, absent manifest error, shall be conclusive. Upon the Administrative Agent’s receipt of such funds in the Settlement Account (or its deduction from any Margin Excess) if no Event of Default shall have occurred and providedthen be continuing (unless the Administrative Agent has exercised its discretion to allow such repurchase notwithstanding the existence of an Event of Default pursuant to Section 18.9 of the Current Repurchase Agreement), furtherall claims, rights, liens and security interests of the Administrative Agent, however arising, in and to the Purchased Loans that were so listed in the repurchases of Common Stock effected Repurchase Request, shipped by the Company or its agent in conformity with Rule 10b-18 under Custodian and for which the Exchange Act will not be included in any adjustment to the Conversion Rate made Administrative Agent was so paid pursuant to this Section 6.05(a)(viii). If a payment by the Company 4.3, shall cause an adjustment to the Conversion Rate under both clause (vii) terminate and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall controlbe released. The adjustment Administrative Agent will notify the Custodian in writing that Administrative Agent has received the full Repurchase Price and shall so instruct the Custodian to release the Conversion Rate pursuant to this Section 6.05(a)(viii) related Purchased Loans and the Custodian shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculateddo so.

Repurchases. (a) In case the Company or any event that IMS Health receives a Registration Request pursuant to Section 2.1, IMS Health shall have the option to repurchase all (but not less than all) of the Registrable Securities at the IMS Health Common Stock Price in lieu of effecting the registration contemplated by Section 2.1, unless PMSI exercises its Subsidiaries rights as provided in the final sentence of this paragraph (a). Such option shall make a payment be exercised by notice in writing to PMSI (the "Option Notice") within 10 business days of receipt of the Registration Request. In the event that IMS Health delivers an Option Notice, and notwithstanding such Option Notice, PMSI shall have the right, exercisable by notice in writing to IMS Health within 2 business days of receipt of the Option Notice, to withdraw the Registration Request in respect of which the Option Notice was given, in which event neither the Registration Request nor the Option Notice shall have any further force or effect and the parties will be restored to their respective rights and obligations as in effect prior to such Registration Request. (b) In the event that IMS Health delivers a Suspension Notice pursuant to Section 2.4, PMSI shall have the option to require IMS Health to repurchase all (but not less than all) of the Registrable Securities at the IMS Health Common Stock Price in lieu of proceeding with the registration in respect of which the Suspension Notice was given. Such option shall be exercised by notice in writing to IMS Health (a "Suspension Response") within 10 business days of receipt of the Suspension Notice. (c) Any repurchase of Common Stock Registrable Securities pursuant to this Section 2.6 shall be made on such date as IMS Health shall elect (but in no event less than 5 business days, or more than 10 business days, following the consideration for which exceeds the average Repurchase Notice or exercise of the Closing Sale Prices option giving rise to such repurchase). At the closing of the Common Stock such repurchase: (a) IMS Health shall make payment for the five consecutive Trading Days ending on the relevant repurchase date Registrable Securities to be repurchased by wire transfer of immediately available funds (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% the IMS Health Common Stock Price multiplied by the number of Registrable Securities to be repurchased, less such amounts, if any, as are required to be withheld in accordance with the Market Capitalization mandatory provisions of the Common Stock, then the Conversion Rate applicable law) to such account as PMSI shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately have designated not less than 3 business days prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stocksuch closing; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus and (b) PMSI shall deliver to IMS Health the quotient certificates representing the Registrable Securities to be repurchased, duly endorsed in blank or otherwise in proper form for transfer to IMS Health, together with evidence of (i) the aggregate amount payment of all applicable transfer and similar taxes. (d) In the Repurchase Premiums paid in connection with such repurchases and (ii) the number event of shares of Common Stock outstanding on the day immediately following the date any repurchase of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made Registrable Securities pursuant to this Section 6.05(a)(viii). If a payment 2.6, PMSI shall indemnify IMS Health and hold it harmless from any and all losses, damages, liabilities and expenses attributable to or arising from the failure by the Company shall cause an adjustment PMSI to deliver good title to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is Registrable Securities to be calculatedrepurchased, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever.

Repurchases. In case Each of the Company or Counterparty and the Parent shall, three Business Days prior to any of its Subsidiaries shall make a payment in respect of a day on which it intends to effect any repurchase of Common Stock Shares, give JPMorgan a written notice of such intended repurchase (a "REPURCHASE NOTICE") if following such repurchase, the consideration for which exceeds Options Equity Percentage as determined on such day is greater by 0.5% than the average Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the Closing Sale Prices first such Repurchase Notice, greater than the Options Equity Percentage as of the Common Stock for date hereof). The "OPTIONS EQUITY PERCENTAGE" as of any day is the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: fraction (A) the numerator of which shall be equal to is the Current Market Price product of the Common Stock; and Number of Options and the Option Entitlement and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) is the number of shares of Common Stock Shares outstanding on the day immediately following the date such day. Each of the repurchase triggering Counterparty and the adjustmentParent agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "INDEMNIFIED PERSON") from and against any and all losses (including losses relating to JPMorgan's hedging activities as determined by the Board a consequence of Directors becoming a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of the Companyhedging activities and any losses in connection therewith with respect to this Transaction), whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person may become subject to, as a result of the above calculation; and provided, further, that Counterparty's or the repurchases of Common Stock effected by the Company or its agent in conformity Parent's failure to comply with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall control. The adjustment the first sentence of this paragraph, and to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening reimburse, within 30 days, upon written request, each of business on the day after the fifth Trading Day beginning on the Trading Day following the date such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustmentforegoing. If any distribution suit, action, proceeding (including any governmental or transaction described regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Counterparty and the Parent in clauses (i) through (viii) writing, and the Counterparty or the Parent, upon request of this Section 6.05(a) has not resulted in an adjustment the Indemnified Person, shall retain counsel reasonably satisfactory to the Conversion Rate applicable Indemnified Person to conversion represent the Indemnified Person and any others the Counterparty or the Parent may designate in such proceeding and shall pay the fees and expenses of such counsel A SUBSIDIARY OF J.P. MORGAN CHASE & CO. ORGANIZED AS A NATIONAL BANK ASSOCIAXXXX XXXX XIXXXXX LIABILITY UNDER THE UNITED STATES NATIONAL BANK ACT REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA. REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270 XXXX XXXXXX, XXX XXXX, XXX. (JP MORGAN LOGO) related to such proceeding. Neither the Xxxxxxxxxrty nor the Parent shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a given Note but final judgment for the shares plaintiff, the Counterparty and the Parent agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Neither the Counterparty nor the Parent shall, without the prior written consent of the Common Stock deliverable Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such conversion Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are not entitled the subject matter of such proceeding on terms reasonably satisfactory to participate such Indemnified Person. If the indemnification provided for in the relevant distribution this paragraph (c) is unavailable to an Indemnified Person or transaction (because such shares were not held on a related record date insufficient in respect of any losses, claims, damages or otherwise)liabilities referred to therein, then the Company Counterparty or the Parent under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall adjust contribute to the number of shares that it will deliver in respect amount paid or payable by such Indemnified Person as a result of such conversion losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to reflect any Indemnified Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the relevant distribution or transaction. If any provision termination of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculatedTransaction.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate12 months, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Company’s Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to in effect at the opening time of business on the day immediately following the date of the such repurchase triggering the adjustment by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following next succeeding the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company; provided, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, provided further that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii14.06(a)(8). For purposes of this Section 14.06(a)(8): (A) the market capitalization shall be calculated by multiplying the Current Market Price by the number of shares of Common Stock then outstanding on the date of the repurchase triggering the adjustment immediately prior to such repurchase, and (B) in determining the repurchase premium, the “then-prevailing market price” of the Company’s Common Stock will be the average of the Closing Sale Prices of the Company’s Common Stock for the five consecutive Trading Days ending on the relevant repurchase date. If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a14.06(a), the provisions of Section 6.05(a)(viii14.06(a)(7) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate12 months, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening close of business on the day immediately following the date fixed for determination of the repurchase triggering the adjustment stockholders entitled to receive such distribution by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following next succeeding the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company; provided, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii8.05(a)(8). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a8.05(a), the provisions of Section 6.05(a)(viii8.05(a)(8) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve 12 months not triggering an adjustment to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening close of business on the day immediately following Trading Day prior to the date of the repurchase triggering the adjustment ex-dividend Trading Day for such distribution by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii6.5(a)(8). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a6.5(a), the provisions of Section 6.05(a)(viii6.5(a)(8) shall control. The adjustment to Notwithstanding the Conversion Rate pursuant to foregoing in this Section 6.05(a)(viii) shall 6.5(a), the Company will not be made after required to make any adjustment in connection with the opening offering and issuance of business on 12,000,000 shares of Common Stock (or up to 13,800,000 shares if the day after underwriters thereof exercise their overallotment option in the fifth Trading Day beginning on the Trading Day following the date underwritten public offering of the repurchase triggering the adjustment, but shall be given effect as of the close of business Common Stock closing on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwisehereof), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case (a) At or before each closing held under the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock Underwriting Agreement for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “Repurchase Premium”), issuance and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment to the Conversion Rate, results in the payment sale by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior any Over-Allotment Shares to the opening of business on Underwriters (each an “Over-Allotment Closing”), the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal Company shall provide written notice (a “Repurchase Notice”) to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of each Holder of: (i) the aggregate amount number of all Repurchase Shares that the Repurchase Premiums paid Company will purchase from such Holder as the result of the Company’s sale of Shares in connection with such repurchases Over-Allotment Closing, as determined in accordance with Schedule I to this Agreement, and (ii) a time and date, which date shall be no earlier than three calendar days after delivery of such notice and no later than five calendar days after the date of such Over-Allotment Closing, at which, subject to satisfaction or waiver of the conditions set forth herein, each Holder shall transfer, assign, sell and convey to the Company all of such Holder’s right, title and interest in and to, and the Company shall purchase, the number of Repurchase Shares specified in the Repurchase Notice (each a “Repurchase Closing”) (b) Each Repurchase Closing shall take place remotely via the exchange of documents and signatures at the time and on the date specified in the applicable Repurchase Notice. At a Repurchase Closing: (i) each Holder shall deliver to the Company a duly executed stock power relating to the Holder’s Repurchase Shares to be sold, together with such other documents or instruments as the transfer agent for the Shares may request (which request may include a requirement that transfer forms be medallion guaranteed) to effect the transfer of such Repurchase Shares to the Company; and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustmentCompany agrees to pay to each such Holder, as determined by either wire transfer (in accordance with written instructions to be provided by the Board of Directors Holder) or check at the election of the Company, whose determination an amount in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and providedcash (U.S. dollars, further, that the repurchases of Common Stock effected unless otherwise expressly agreed upon in writing by the Company or its agent in conformity with Rule 10b-18 under and the Exchange Act will not be included in any adjustment Holder) equal to the Conversion Rate made number of Repurchase Shares being sold by the Holder multiplied by the Purchase Price. (c) Each Holder agrees to pay all stamp, stock transfer and similar duties, if any, in connection with its sale of Repurchase Shares to the Company in accordance with this Agreement. The Company shall have the right to withhold from any amount payable pursuant to this Section 6.05(a)(viii)1(b)(ii) any federal, state, local or other taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. If The Company and a Holder may agree that the Company shall withhold additional amounts from the payment to be made by the Company shall cause an adjustment pursuant to the Conversion Rate under both clause (vii) and clause (viii) of this Section 6.05(a1(b)(ii), including to offset the provisions exercise price of Section 6.05(a)(viii) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including stock options being exercised in connection with determining the sale of Repurchase Shares hereunder or to make a Current Market Price) or any functions thereof over a span repayment of multiple days, indebtedness of the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment Holder to the Conversion Rate Company that becomes effective, or any event requiring an adjustment is a condition to the Conversion Rate in which the ex-dividend date proposed sale of the event occurs, at any time during the period over which such average or summation is to be calculatedRepurchase Shares hereunder.

Repurchases. In case the Company or any of its Subsidiaries shall make a payment in respect of a repurchase of Common Stock the consideration for which exceeds the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant repurchase date (such amount, the “"Repurchase Premium”"), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary of its Subsidiaries involving a Repurchase Premium concluded within the preceding twelve 12 months not triggering an adjustment to the Applicable Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening close of business on the day immediately following Trading Day prior to the date of the repurchase triggering the adjustment Ex-Dividend Trading Day for such distribution by an adjustment factor equal to a fraction: (A) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of (i) the aggregate amount of all the Repurchase Premiums paid in connection with such repurchases and (ii) the number of shares of Common Stock outstanding on the day immediately following the date of the repurchase triggering the adjustment, as determined by the Board of Directors of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to the Conversion Rate shall be made to the extent the Conversion Rate is not increased as a result of the above calculation; and provided, further, that the repurchases of Common Stock effected by the Company or its agent in conformity with Rule 10b-18 under the Exchange Act will not be included in any adjustment to the Conversion Rate made pursuant to this Section 6.05(a)(viii6.5(a)(8). If a payment by the Company shall cause an adjustment to the Conversion Rate under both clause (vii7) and clause (viii) 8) of this Section 6.05(a6.5(a), the provisions of Section 6.05(a)(viii6.5(a)(8) shall control. The adjustment to the Conversion Rate pursuant to this Section 6.05(a)(viii) shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculated.

Repurchases. In case If the Company or Seller elects to repurchase any of its Subsidiaries Purchased Loans, the Seller shall make deliver a payment in respect of a repurchase of Common Stock Repurchase Request to the consideration for which exceeds Administrative Agent and the average of Custodian stating the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the relevant scheduled repurchase date (and identifying those Purchased Loans, whereupon the Custodian shall release and return such amount, the “Repurchase Premium”), and that repurchase, together with any other repurchases of Common Stock by the Company or any Subsidiary involving a Repurchase Premium concluded within the preceding twelve months not triggering an adjustment Files to the Conversion Rate, results in the payment by the Company of an aggregate consideration exceeding an amount equal to 10% of the Market Capitalization of the Common Stock, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to the opening of business on the day immediately following the date of the repurchase triggering the adjustment by an adjustment factor equal to a fraction: Seller if (Aand only if) the numerator of which shall be equal to the Current Market Price of the Common Stock; and (B) the denominator of which shall be equal to (a) the Current Market Price of the Common Stock minus (b) the quotient of both (i) the aggregate amount of all Seller shall have paid the Repurchase Premiums paid Price therefor to the Administrative Agent in connection accordance with the Current Repurchase Agreement (unless such repurchases Repurchase Price is deducted from any Margin Excess) and (ii) (unless the number Administrative Agent in its discretion shall elect to allow such repurchase notwithstanding the existence of shares an Event of Common Stock outstanding on the day immediately following the date Default pursuant to Section 18.9 of the repurchase triggering Current Repurchase Agreement) no Event of Default shall have occurred and then be continuing. If the adjustmentCustodian disagrees with any information set forth in any Repurchase Request received, the Custodian may require that the Seller correct it as determined by a condition to the Board of Directors Custodian’s processing it. Before the Custodian transfers the Purchased Loans so designated, the Seller will deposit in the Repurchase Settlement Account a cash amount equal to the sum of the Company, whose determination in good faith shall be conclusive; provided that no adjustment to Repurchase Prices for the Conversion Rate shall be made Purchased Loans being repurchased (except to the extent the Conversion Rate same is not increased as a result to be deducted from any Margin Excess), determined without regard to any Disqualifier that may be applicable. The Administrative Agent’s determination of the above calculation; Repurchase Price for each such Purchased Loan, absent manifest error, shall be conclusive. Upon the Administrative Agent’s receipt of such funds in the Repurchase Settlement Account (or its deduction from any Margin Excess) if no Event of Default shall have occurred and providedthen be continuing (unless the Administrative Agent has exercised its discretion to allow such repurchase notwithstanding the existence of an Event of Default pursuant to Section 18.9 of the Current Repurchase Agreement), furtherall claims, rights, liens and security interests of the Administrative Agent, however arising, in and to the Purchased Loans that were so listed in the repurchases of Common Stock effected Repurchase Request, shipped by the Company or its agent in conformity with Rule 10b-18 under Custodian and for which the Exchange Act will not be included in any adjustment to the Conversion Rate made Administrative Agent was so paid pursuant to this Section 6.05(a)(viii). If a payment by the Company Section, shall cause an adjustment to the Conversion Rate under both clause (vii) terminate and clause (viii) of this Section 6.05(a), the provisions of Section 6.05(a)(viii) shall controlbe released. The adjustment Administrative Agent will notify the Custodian in writing that Administrative Agent has received the full Repurchase Price and shall so instruct the Custodian to release the Conversion Rate pursuant to this Section 6.05(a)(viii) related Purchased Loans and the Custodian shall be made after the opening of business on the day after the fifth Trading Day beginning on the Trading Day following the date of the repurchase triggering the adjustment, but shall be given effect as of the close of business on the date of the repurchase triggering the adjustment. If any distribution or transaction described in clauses (i) through (viii) of this Section 6.05(a) has not resulted in an adjustment to the Conversion Rate applicable to conversion of a given Note but the shares of the Common Stock deliverable in respect of such conversion are not entitled to participate in the relevant distribution or transaction (because such shares were not held on a related record date or otherwise), then the Company shall adjust the number of shares that it will deliver in respect of such conversion to reflect the relevant distribution or transaction. If any provision of this Indenture requires the averaging or summation of Closing Sale Prices (including in connection with determining a Current Market Price) or any functions thereof over a span of multiple days, the Company’s Board of Directors shall make appropriate adjustments to such Closing Sale Prices or functions thereof or the Conversion Rate to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate in which the ex-dividend date of the event occurs, at any time during the period over which such average or summation is to be calculateddo so.