Common use of Buyout Option Clause in Contracts

Buyout Option. (a) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than all of the Buyout Securities (as defined below) for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower and SSC (a "REFERRAL NOTICE") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the Borrower's management (the "FAIRNESS COMMITTEE") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED SSC TRANSACTION") as to its fairness to the Borrower and its unaffiliated shareholders. The Borrower shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to such Referred SSC Transaction. (c) If SSC elects to exercise the Buyout Option and CPLP does not timely deliver a Referral Notice pursuant to Section 14.02(b), then the closing of the Buyout Option regarding the amounts payable under the Term Loan Agreement shall occur on the 30th day following the delivery of the Buyout Exercise Notice. CPLP shall have the right to convert or elect not to convert any portion of the Loan payable to CPLP for a period of up to 30 days following the delivery of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP shall occur on the earlier to occur of (i) the 30th day following the delivery by CPLP to the Borrower and SSC of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and (ii) the 60th day following the delivery of a Buyout Exercise Notice.

Buyout Option. (a) In Any Pre-Petition Lender or any affiliate thereof as having rights under this paragraph (the event that CPLP delivers an Objection Notice, SSC "Electing Junior Lender") shall have the right exercisable by delivering a option at any time upon not less than 10 Business Days' prior written notice, notice to the DIP Agent to purchase all (but not more less than all) of the DIP Lender Claims from the DIP Agent and the DIP Lenders. Any such notice from the Electing Junior Lender to the DIP Agent shall be irrevocable. Any such purchase must comply with Section 13.2 of the DIP Credit Agreement; provided however that within five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than all business days of the Buyout Securities (as defined below) for consummation of such purchase, the Electing Junior Lender shall offer to each other Pre-Petition Lender a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement share (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion based on each such Pre-Petition Lender's outstanding Pre-Petition Lender Claims) of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price DIP Lender Claims on the date of the Buyout Exercise Notice same terms and the exercise price paid by CPLP for conditions as such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Noticepurchase. (b) If a Buyout Exercise Notice is deliveredOn the date specified by the Electing Junior Lender in such notice (which shall not be less than 10 days, CPLPnor more than 30 days, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request after the receipt by written notice to Borrower and SSC (a "REFERRAL NOTICE") that a committee comprised of all the DIP Agent of the independent directors notice from the Electing Junior Lender of its election to exercise such option), the DIP Agent and the DIP Lenders shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to the Electing Junior Lender, and the Electing Junior Lender shall purchase from the DIP Agent and the DIP Lenders, the DIP Lender Claims, together with their interests in the all assets of the Borrower not affiliated with SSCExisting Foreign Subsidiaries securing the DIP Lender Claims (collectively, CPLP or the Borrower's management (the "FAIRNESS COMMITTEESenior Collateral") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED SSC TRANSACTION") as to its fairness to the Borrower and its unaffiliated shareholders. The Borrower shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to such Referred SSC Transaction). (c) If SSC elects Upon the date of such purchase and sale, the Electing Junior Lender shall pay to exercise the Buyout Option DIP Agent and CPLP does not timely deliver a Referral Notice pursuant the DIP Lenders in cash as the purchase price therefor the full amount of all DIP Lender Claims then outstanding and unpaid (including principal, interest, early termination and other fees and expenses, including reasonable out-of-pocket attorneys' fees and legal expenses). (d) Such purchase price shall be remitted by wire transfer in Federal funds to Section 14.02(b), then the closing such bank accounts of the Buyout Option regarding DIP Lenders in New York, New York, as the DIP Lenders may designate in writing to Pre-Petition Agent and the Electing Junior Lender for such purposes. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts payable under so paid by the Term Loan Agreement Electing Junior Lender to the bank accounts designated by the DIP Lenders are received in such bank accounts prior to 11:00 a.m. New York time, and interest shall occur on be calculated to and including such Business Day if the 30th day following amounts so paid by the delivery Electing Junior Lender to such bank accounts are received in such bank accounts later than 11:00 a.m. New York time. (e) Such purchase shall be expressly made without representation or warranty of any kind by any of the Buyout Exercise Notice. CPLP shall have DIP Agent or the right DIP Lenders as to convert the DIP Lender Claims, the Senior Collateral or elect not otherwise, and without recourse to convert any portion of the Loan payable to CPLP for a period of up to 30 days following DIP Agent and the delivery of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP DIP Lenders, except that each DIP Lender shall occur on the earlier to occur of represent and warrant: (i) the 30th day following amount of the delivery by CPLP DIP Lender Claims being purchased from it (but without representation or warranty as to the Borrower and SSC collectability, validity or enforceability of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and such DIP Lender Claims); (ii) that such DIP Lender owns such DIP Lender Claims free and clear of any liens or encumbrances created by it; and (iii) that such DIP Lender has the 60th day following right to assign such DIP Lender Claims and the delivery assignment is duly authorized by it. Upon the purchase by the Electing Junior Lender of a Buyout Exercise Noticethe DIP Lender Claims, the Electing Junior Lender agrees to indemnify and hold harmless the DIP Agent and the DIP Lenders from and against all loss, cost, damage or expense (including attorneys' fees and legal expenses) suffered or incurred by the DIP Agent or the DIP Lenders arising from or in any way related to the act or omissions of such Pre-Petition Lender after the purchase.

Buyout Option. (a) a. In the event of any Event of Default under and as defined in the Credit Agreement that CPLP delivers an Objection Noticecontinues unwaived or uncured for a period of 30 consecutive days (except for Events of Default that do not result in ABL Lender (i) ceasing to make advances under the Credit Agreement or (ii) charging the default interest rate under the Credit Agreement), SSC ABL Lender shall have promptly deliver to Note Agent (for further delivery to the right exercisable by delivering Note Secured Parties) a written notice, not more that five (5) Business Days after the Objection Date, which notice shall describe such event with reasonable specificity. Such written notice shall constitute an offer by ABL Lender to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than sell all of the Buyout Securities ABL Obligations to the Note Secured Parties for an amount, payable in cash, equal to the unpaid principal balance of the ABL Obligations plus all accrued interest, fees (including, without limitation, any Early Termination Fee (as defined belowin the Credit Agreement)), indemnities and other amounts accrued under the Credit Agreement and other documents evidencing ABL Obligations (the “Purchase Price”). b. The Note Secured Parties must exercise their rights under subsection (a) for a cash within 10 business days of their receipt of written notice referred to in subsection (a) from ABL Lender, and if the offer is accepted, consummation of the purchase price equal to all principal and interest due to CPLP sale shall take place within 10 business days after acceptance pursuant to the Term Loan Agreement, all principal and interest due documentation reasonably acceptable to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion ABL Lender. Payment of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants Purchase Price shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid made in cash in immediately available funds against delivery by SSC for the Buyout Option shall be reduced (by an amount not less than zero) XXX Xxxxxx of (i) if CPLP then all instruments of conveyance reasonably requested by Note Agent and (ii) all possessory ABL Priority Collateral. c. Any such purchase and sale shall be expressly made without representation or warranty of any kind by and without recourse to ABL Lender, except that ABL Lender shall represent and warrant: (i) that such ABL Lender owns all its ABL Obligations free and clear of any liens or a portion encumbrances and (ii) such ABL Lender has the right to assign its ABL Obligations and the assignment is duly authorized. XXX Xxxxxx shall in good faith stipulate, in writing, as to the amount of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price ABL Obligations being purchased on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Noticepurchase. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower and SSC (a "REFERRAL NOTICE") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the Borrower's management (the "FAIRNESS COMMITTEE") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED SSC TRANSACTION") as to its fairness to the Borrower and its unaffiliated shareholders. The Borrower shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to such Referred SSC Transaction. (c) If SSC elects to exercise the Buyout Option and CPLP does not timely deliver a Referral Notice pursuant to Section 14.02(b), then the closing of the Buyout Option regarding the amounts payable under the Term Loan Agreement shall occur on the 30th day following the delivery of the Buyout Exercise Notice. CPLP shall have the right to convert or elect not to convert any portion of the Loan payable to CPLP for a period of up to 30 days following the delivery of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP shall occur on the earlier to occur of (i) the 30th day following the delivery by CPLP to the Borrower and SSC of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and (ii) the 60th day following the delivery of a Buyout Exercise Notice.

Buyout Option. (a) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICEBuyout Exercise Notice") to purchase all but not less than all of the Buyout Securities (as defined below) for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTIONBuyout Option"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the -97- terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower the Parent and SSC (a "REFERRAL NOTICEReferral Notice") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the BorrowerParent's management (the "FAIRNESS COMMITTEEFairness Committee") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED Referred SSC TRANSACTIONTransaction") as to its fairness to the Borrower Parent and its unaffiliated shareholders. The Borrower Parent shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower Parent and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower the Parent and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to such Referred SSC Transaction. (c) If SSC elects to exercise the Buyout Option and CPLP does not timely deliver a Referral Notice pursuant to Section 14.02(b), then the closing of the Buyout Option regarding the amounts payable under the Term Loan Agreement shall occur on the 30th day following the delivery of the Buyout Exercise Notice. CPLP shall have the right to convert or elect not to convert any portion of the Loan payable to CPLP for a period of up to 30 days following the delivery of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP shall occur on the earlier to occur of (i) the 30th day following the delivery by CPLP to the Borrower and SSC of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and (ii) the 60th day following the delivery of a Buyout Exercise Notice.

Buyout Option. (a) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICEBuyout Exercise Notice") to purchase all but not less than all of the Buyout Securities (as defined below) for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTIONBuyout Option"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower the Parent and SSC (a "REFERRAL NOTICEReferral Notice") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the BorrowerParent's management (the "FAIRNESS COMMITTEEFairness Committee") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED Referred SSC TRANSACTIONTransaction") as to its fairness to the Borrower Parent and its unaffiliated shareholders. The Borrower Parent shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower Parent and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower the Parent and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to -97- such Referred SSC Transaction. (c) If SSC elects to exercise the Buyout Option and CPLP does not timely deliver a Referral Notice pursuant to Section 14.02(b), then the closing of the Buyout Option regarding the amounts payable under the Term Loan Agreement shall occur on the 30th day following the delivery of the Buyout Exercise Notice. CPLP shall have the right to convert or elect not to convert any portion of the Loan payable to CPLP for a period of up to 30 days following the delivery of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP shall occur on the earlier to occur of (i) the 30th day following the delivery by CPLP to the Borrower and SSC of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and (ii) the 60th day following the delivery of a Buyout Exercise Notice.

Buyout Option. (a) For purposes of this Section 9.03, the terms "Specified Investment Asset" and "Terminal Market Value" shall have the respective meanings ascribed thereto in Schedule 2.02 to this Agreement. Following the payment by the Acquiring Parties to MONY of the Consideration pursuant to Section 2.02 hereof, MONY shall have the option (a "Buyout Option") to purchase from AUSA Life (subject to the approval of the New York Insurance Department) any then outstanding Specified Investment Asset held by AUSA Life at a purchase price, in cash, equal to the Terminal Market Value of such Specified Investment Asset. MONY shall be entitled to exercise the Buyout Option with respect to one or more Specified Investment Assets by giving AUSA Life written notice of such exercise, at any time until the thirtieth day following such payment of the Consideration. MONY shall submit each such notice of exercise to the New York Insurance Department promptly following delivery thereof to AUSA Life and shall use commercially reasonable efforts to obtain the approval of the New York Insurance Department for such purchase as soon as practical thereafter. (b) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than all of the Buyout Securities (as defined below) for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then New York Insurance Department approves the purchase price paid by SSC for the Buyout Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or of a portion Specified Investment Asset specified in any such notice of the Allocated Shares, by the product of (a) the number of Allocated Shares then owned and (b) the difference between the Current Market Price on the date of the Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice. (b) If a Buyout Exercise Notice is delivered, CPLP, within five (5) Business Days of delivery of such Buyout Exercise Notice, may request by written notice to Borrower and SSC (a "REFERRAL NOTICE") that a committee comprised of all of the independent directors of the Borrower not affiliated with SSC, CPLP or the Borrower's management (the "FAIRNESS COMMITTEE") review and approve the SSC Transaction that is the subject of the Buyout Exercise Notice (a "REFERRED SSC TRANSACTION") as to its fairness to the Borrower and its unaffiliated shareholders. The Borrower shall cause a Fairness Committee to be appointed within five (5) Business Days of its receipt of a Referral Notice. In the event that the Fairness Committee reviews and approves as fair to Borrower and its unaffiliated shareholders the Referred SSC Transaction as proposed by SSC or if the Fairness Committee modifies the Referred SSC Transaction, and as modified approves the Referred SSC Transaction as fair to Borrower and its unaffiliated shareholders, CPLP shall be deemed to have consented to the SSC Transaction as so approved. In the event that CPLP requests that an SSC Transaction be reviewed by a Fairness Committee, such request shall be irrevocable, SSC shall not have any rights to exercise a Buyout Option in connection with such Referred SSC Transaction, and Section 14.03 shall not apply to such Referred SSC Transaction. (c) If SSC elects to exercise the Buyout Option and CPLP does not timely deliver a Referral Notice pursuant to Section 14.02(b), then the closing of the Buyout Option regarding purchase of such Specified Investment Asset shall be held at the amounts payable under the Term Loan Agreement shall occur offices of AUSA Life on the 30th day third Business Day following the delivery receipt of such approval of the Buyout Exercise NoticeDepartment, or at such other place and time (following receipt of such approval) as the parties may mutually agree upon. CPLP Each sale of a Specified Investment Asset pursuant to this Section shall be by appropriate transfer documents, and AUSA Life shall represent and warrant that it has not sold, assigned, transferred, modified or hypothecated such Specified Investment Asset to any other party or taken any action that would have a material adverse effect on the right to convert or elect not to convert any portion rights of the Loan payable to CPLP holder of such Specified Investment Asset with respect thereto (except for a period any such actions taken by the Manager as the agent of up to 30 days following AUSA Life or at the delivery direction of the Buyout Exercise Notice. The closing of the Buyout Option regarding the portion of the Loan payable to CPLP shall occur on the earlier to occur of (i) the 30th day following the delivery by CPLP Manager pursuant to the Borrower and SSC of a notice that it does not elect to convert the outstanding portion of the Loan payable to it or specifying which portion of the Loan it does elect to convert (the "CPLP NON-CONVERSION NOTICE") and (ii) the 60th day following the delivery of a Buyout Exercise NoticeInvestment Management Agreement).