Common use of Put Right Clause in Contracts

Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash

Put Right. (ai) IfIn the event that, at any time prior to the Lapse Agreement Termination Date, a the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the Management Stockholder’s death or Disability of Disability, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or her or his Transferee (as applicable) shall have the option right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and upon the members of the Family Group exercise of such right the Company (or its designated assignee) shall purchase from the Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such the Management Investor and the members Stockholder or Transferee as of the Family Group date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase price per share and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employment. (b) Ifthe terms or provisions of, at or result in a default or event of default under, any time prior to the Lapse DateFinancing Agreement, a Senior Management Investor's employment with the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and its Subsidiaries is terminated by shall permit the applicable employer without Cause Management Stockholder or by such Senior Management Investor with Good ReasonTransferee, then within 180 ten (10) days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess delivery of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice Delay Notice, to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of rescind the Put Notice. The purchase price for If the Purchased Shares included Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid by delivery to the appropriate Management Investor Stockholder or Transferee if no delay had occurred plus interest for the members of his Family GroupDelay Period, as applicable, of a certified bank check or checks in the appropriate amount payable calculated at an annual rate equal to the order of such Management Investor or average annual prime rate charged during the members of his Family Group, as applicable, unless Delay Period by a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashnationally recognized bank designated by the Board plus two (2) percentage points

Put Right. (a) If, at any time prior to 11.1 Following the Lapse second anniversary of the Award Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Participant shall have the option right (the "Put Right") to sell require, upon notice to Sheridanthe Company, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and that the members Company purchase some or all of the Family Group of such Management Investor, all or any portion of Shares (the Purchased Shares held by such Management Investor and "Put Shares") under the members of terms provided in this Section 11. 11.2 Participant may exercise the Family Group of such Management Investor Put Right no more than once per fiscal quarter by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice") to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the "Put Notice Period"). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase price per share for such Securities will which shall be Fair Market Value on not less than thirty (30) days after the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. 11.3 Within fifteen (15) days after receipt of the Put Notice, the Company shall provide notice ("Price Notice") to the Participant of the purchase price of the Put Shares. The purchase price for the Purchased Put Shares included shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 9.4, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company's primary credit facility and the Indenture relating to the Company's 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company grants a Put Right to other employees of or consultants to the Company or its subsidiaries, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 9.4(d), the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by delivery the Participant of one or more stock certificates evidencing the number of Shares specified in the Put Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (other than pursuant to Section 4.2 of the Plan) shall be made to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks purchase price for fluctuations in the appropriate amount payable to value of the order Common Stock after the date of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashPut Notice.

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorPurchase Contract Settlement Date, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (at a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on Senior Note equal to $1,000.00, plus accrued and unpaid interest to but excluding the date of termination of employmentPurchase Contract Settlement Date (the “Put Price”). (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentHolder. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) If, at any time prior to 5.1. If the Lapse Date, a Management Investor's Executive’s employment with the Company and its Subsidiaries is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the death Executive’s Disability, (ii) by the Executive for Good Reason or Disability of such Management Investor(iii) due to the Executive’s death, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Executive shall have the option right to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members Parent all of the Family Group shares of such Management Investor, all or any portion of the Purchased Shares Rollover Stock (as defined below) then held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (Executive at a "Put Notice"). The purchase price per share for such Securities will be price equal to the Fair Market Value on at the date time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of employment. the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date“Redemption Notice”). Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase purchases pursuant to Section 3.14 (a) the foregoing shall take place at the principal office of Sheridan on or prior Parent by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the sixtieth day after Stockholders’ Agreement (as defined below) or (C) thirty (30) days following the giving Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Put NoticeBoard) or if the Executive has failed to comply with Section 5.3. The purchase price for the Purchased Shares included price, if any, payable as described in the Put Notice this Section 5 shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, Executive of a certified bank check or checks in the appropriate full amount payable to the order of such Management Investor the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed or executed by the Executive or the members of his Family Group, as applicable, unless Executive’s authorized representative. The Parent may choose to have a Financing Default exists or, after giving effect designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee as the context requires. 5.3. Any payment would existto the Executive pursuant to this Section 5 shall be conditioned on his signing the Non-Competition Agreement attached hereto as Exhibit B. 5.4. All capitalized terms used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the meaning set forth in the Stockholders’ Agreement dated as of June 1, which prohibits such cash2011, by and among B-Corp Holdings, Inc., the Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreement.

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Notes (other than Additional Notes) will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Notes on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and unpaid interest to, but excluding, the members Purchase Contract Settlement Date (the “Put Price”). For the avoidance of doubt, Holders of the Family Group of such Management Investor shall Additional Notes will not have the option Put Right with respect to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employmentAdditional Notes. (b) If, at The Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement, a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle III. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 (a) shall take place the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the principal office of Sheridan on second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a) If, at At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Lapse Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, a Management Investor's employment but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with the Company and its Subsidiaries is terminated due respect to the death or Disability of such Management Investor, then within 180 days redeemed Units determined as of the employment termination date such Management Investor and Requested Redemption Date; provided that the members sum of the Family Group of such Management Investor shall have percentage interests in Partnership capital or profits transferred during the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members taxable year of the Family Group of such Management Investor, all or any portion Partnership does not exceed 9% of the Purchased Shares held by such Management Investor and total interests in partnership capital or profits as determined in the members sole discretion of the Family Group of such Management Investor by providing written notice of his or their election (including General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Securities Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be solda disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to Sheridan perform the requested redemption or (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on ii) perform the date of termination of employment. (b) If, at any time prior requested redemption solely to the Lapse Dateextent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, a Senior Management Investor's employment to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Company Partnership and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor General Partner that all Units delivered in connection with Good Reason, then within 180 days the exercise of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which put right under this Section 3.14(b9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) is to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not in excess subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the aggregate purchase price paid by such Senior Management Investor on put right. Each Put Partner further agrees that, in the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing event any state or local transfer tax is payable as a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion result of the purchase pursuant to Section 3.14 (a) shall take place at the principal office transfer of Sheridan on or prior its Units to the sixtieth day after the giving of the Partnership or General Partner, respectively, each such Put Notice. The purchase price for the Purchased Shares included in the Put Notice Partner shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of assume and pay such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashtransfer tax.

Put Right. (ai) IfIn the event that, at any time prior to the Lapse Agreement Termination Date, a the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the Management Stockholder’s death or Disability of Disability, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or her or his Transferee (as applicable) shall have the option right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and upon the members of the Family Group exercise of such right the Company (or its designated assignee) shall purchase from the Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such the Management Investor and the members Stockholder or Transferee as of the Family Group date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase price per share and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employment. (b) Ifthe terms or provisions of, at or result in a default or event of default under, any time prior to the Lapse DateFinancing Agreement, a Senior Management Investor's employment with the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and its Subsidiaries is terminated by shall permit the applicable employer without Cause Management Stockholder or by such Senior Management Investor with Good ReasonTransferee, then within 180 ten (10) days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess delivery of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice Delay Notice, to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of rescind the Put Notice. The purchase price for If the Purchased Shares included Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid by delivery to the appropriate Management Investor Stockholder or Transferee if no delay had occurred plus interest for the members of his Family GroupDelay Period, as applicable, of a certified bank check or checks in the appropriate amount payable calculated at an annual rate equal to the order of such Management Investor or average annual prime rate charged during the members of his Family Group, as applicable, unless Delay Period by a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashnationally recognized bank designated by the Board plus two (2) percentage points.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Put Right. (a) If, at any time prior to 11.1 Following the Lapse second anniversary of the Award Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Participant shall have the option right (the “Put Right”) to sell require, upon notice to Sheridanthe Company, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and that the members Company purchase some or all of the Family Group of such Management Investor, all or any portion of Shares (the Purchased Shares held by such Management Investor and “Put Shares”) under the members of terms provided in this Section 11. 11.2 Participant may exercise the Family Group of such Management Investor Put Right no more than once per fiscal quarter by providing written notice (“Put Notice”) to the Company during the thirty (30) day period immediately following the conclusion of his or their election a fiscal quarter (including the “Put Notice Period”). The Put Notice shall specify the number of Securities Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase which shall be soldnot less than thirty (30) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on days after the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. 11.3 Within fifteen (15) days after receipt of the Put Notice, the Company shall provide notice (“Price Notice”) to the Participant of the purchase price of the Put Shares. The purchase price for the Purchased Put Shares included shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 9.4, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company’s primary credit facility and the Indenture relating to the Company’s 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company grants a Put Right to other employees of or consultants to the Company or its subsidiaries, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 9.4(d), the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by delivery the Participant of one or more stock certificates evidencing the number of Shares specified in the Put Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (other than pursuant to Section 4.2 of the Plan) shall be made to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks purchase price for fluctuations in the appropriate amount payable to value of the order Common Stock after the date of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashPut Notice.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Debentures will, subject to this Section 9.05, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Debenture to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Debenture (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at any time or prior to the Lapse Date4:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Debenture may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Debentures. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a) IfSubject to Section 7.04(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse last day of the Final Remarketing Period, Holders of Notes will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and the members of the Family Group of such Management Investor shall have the option to sell to Sheridanunpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and Sheridan shall be obligated to purchasecompounded interest thereon) to, on one occasion from such Management Investor and but excluding, the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at in whole but not in part, in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement (unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement), a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle 3. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a) IfSubject to Section 8.05(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Notes (other than Additional Notes) will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and unpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and compounded interest thereon) to, but excluding, the members Purchase Contract Settlement Date (the “Put Price”). For the avoidance of doubt, Holders of the Family Group of such Management Investor shall Additional Notes will not have the option Put Right with respect to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employmentAdditional Notes. (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at in whole but not in part, in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement (unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement), a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle 3. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a1) If, at any time prior to the Lapse Date, If a Management Investor's Share Shareholder’s employment or service with the Company and its Subsidiaries or an Affiliate of the Company (either referred to as the “Company” in this Section) is terminated Terminated due to the death or Disability Disability, the Management Share Shareholder shall, for the Put Period, have the right to sell to the Company, and the Company shall be required to redeem, all of such Management Investor, then within 180 days Share Shareholder’s Management Shares at a per share price equal to their Fair Value determined as of the employment termination date such Management Investor Share Shareholder’s Date of Termination (the “Management Share Put Right”). (2) The Management Share Put Right may only be exercised by a Management Share Shareholder against the Company if the Management Share Shareholder has given notice thereof to the Company (the “Management Share Put Notice”). The Management Share Put Notice shall constitute the irrevocable election by a Management Share Shareholder to sell, and the members Management Share Shareholder shall sell, all Management Shares held by the Management Share Shareholder in accordance with the terms of this Agreement and, upon the Family Group giving of such Management Investor notice, the Company shall have the option to sell to Sheridan, and Sheridan shall thereupon be obligated to purchase, on one occasion from purchase and shall redeem all such Management Investor and Shares as stated in the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Share Put Notice. The purchase price for the Purchased Shares included in the Management Share Put Notice shall be paid executed by delivery the Management Share Shareholder and shall stipulate that the Management Share Shareholder is exercising its right to sell to the appropriate Company the Management Investor or Shares owned by the members Management Share Shareholder as at the date on which the Management Share Put Notice is delivered. (3) The closing of his Family Group, as applicable, the purchase of the Management Shares stipulated in the Management Share Put Notice shall be thirty (30) days after receipt of the Management Share Put Notice by the Company. The Company and the Management Share Shareholder may mutually agree in writing to change the closing date for the closing of the purchase and sale of the Management Shares pursuant to the Management Share Put Right. (4) The purchase price shall be paid on closing by the Company delivering a certified bank check or checks in the appropriate amount payable (or by wire transfer of immediately available funds, if the Management Share Shareholder provides to the order Company wire transfer instructions) to the Management Share Shareholder at the principal office of the Company against delivery of certificates or other instruments representing the Management Shares so purchased, if existing, appropriately endorsed by the holder of such Management Investor Shares. (5) Notwithstanding Section 8.1(1), any redemption, purchase or similar transaction involving the members of his Family GroupCompany described herein shall, as applicablein all instances, unless a Financing Default exists orbe subject to the Company’s compliance with its contractual obligations (including Section 4.6 hereof), after giving effect to such payment would exist, which prohibits such cashorganizational documents and applicable law.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A Notes will, subject to this Section ‎9.5, have the right (the “Put Right”) to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to 11:00 a.m., if anyNew York City time, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (ai) If, at Upon any time prior to the Lapse Date, Management Shareholder’s termination as a Management Investor's employment with the Company and its Subsidiaries is terminated due to the result of death or Disability of Disability, such Management Investor, then within 180 days Shareholder (or his or her representative in the case of the employment termination date such Management Investor and the members of the Family Group of such Management Investor death or Disability) shall have the option to sell to Sheridan, (the “Put Right”) and Sheridan if such option is exercised the Company shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of such Terminated Shareholder’s Termination Securities owned on the Purchased Shares held Termination Date (collectively, the “Put Securities”) for a purchase price equal to the Termination Price of the Put Securities. (ii) The Terminated Shareholder (or such Terminated Shareholder’s Permitted Transferees) shall notify the Company in writing, within 60 days of the Termination Date, whether such Terminated Shareholder (or such Permitted Transferee) will exercise its option pursuant to Section 4.04(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) Any notice delivered pursuant to Section 4.04(b)(ii) shall set forth the date chosen by such Management Investor and Shareholder for the members closing of the Family Group of such Management Investor purchase by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option Put Securities pursuant to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not 4.04(b), which date shall in excess of no event be less than 60 days nor more than 120 days after the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Put Notice Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion closing of the purchase pursuant to Section 3.14 (a) by the Company of Put Securities shall take place at the principal office of Sheridan on or prior to the sixtieth day after Company. At such closing, (A) the giving of Company shall pay the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family GroupTerminated Shareholder and/or such Terminated Shareholder’s Permitted Transferees, as applicable, against delivery of a certified bank check or checks in duly endorsed certificates described below representing such Put Securities, the appropriate amount payable to aggregate Termination Price by wire transfer of immediately available federal funds and (B) the order of Terminated Shareholder and/or such Management Investor or the members of his Family GroupTerminated Shareholder’s Permitted Transferees, as applicable, unless shall deliver to the Company a Financing Default exists orcertificate or certificates representing the Put Securities to be purchased by the Company duly endorsed, after giving effect or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Securities by any Person selling such Put Securities pursuant to this Section 4.05(b) shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such payment would existPut Securities; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Put Securities as contemplated; (3) such Put Securities are free and clear of any and all liens or encumbrances, which prohibits and (4) there is no adverse claim with respect to such cashPut Securities.

Put Right. (a) IfUpon the occurrence of a Change in Control or an Event of Default (as defined in the Purchase Agreement), at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Requisite Holders shall have the option right to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and have the members of the Family Group of such Management Investor, Company purchase all or any portion of the Purchased Shares held Warrant and shares of Conversion Stock then outstanding at a per share purchase price equal to the Fair Market Value; provided, however, that with respect to the Warrant, prior to its exercise, the purchase price will be reduced by such Management Investor and the members of Exercise Price then in effect (the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePrice"). The purchase price per share for Company shall give all holders of the Warrant or Conversion Stock not less than 90 days prior written notice of any Change in Control. In addition, the Company shall promptly provide to the holders such Securities will information concerning the terms of such Change in Control and the value of the assets of the Company as may reasonably be Fair Market Value on requested by the date of termination of employmentholders in order to assist them in determining whether to make such an election. (b) If, at any time prior to The Requisite Holders may exercise the Lapse Date, a Senior Management Investor's employment with put right under Section 7(a) above by giving the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days written notice of the employment termination date Requisite Holders' intention to exercise the put right. Within 10 days after receipt of such Senior Management Investor written notice, the Company shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess give all other holders of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment Warrant and (B) the remaining portion of such Purchased SharesConversion Stock, if any, written notice of the Company's receipt of such written notice. The Company's notice must specify (i) the date fixed for purchase of the Warrant and Conversion Stock under Section 7(c), (ii) the Put Price, and (iii) the location to which the Warrant and Conversion Stock must be presented and surrendered for purchase. Such other holders of the Warrant or Conversion Stock will then have the right, to be exercised by providing the lower Company a written notice within 10 days after receipt of Cost and Fair Market Value the Company's notice, to require the Company to repurchase all or any portion of such holder's Warrant or Conversion Stock on the date of termination of employmentsame terms as the Requisite Holders. (c) The completion purchase of the Warrant and Conversion Stock pursuant to the put right set forth in Section 7(a) will occur on (i) if a Change in Control is the event giving rise to the put right under Section 7(a), the date on which such Change in Control is consummated (and, notwithstanding anything herein to the contrary, such put right shall be conditioned upon such consummation), or (ii) if an Event of Default is the event giving rise to the put right under Section 7(a), a date selected by the Company that is between 30 and 45 days after receipt of the written notice from the Requisite Holders. (d) On the date of purchase of the Warrant and the Conversion Stock, the Company shall deliver payment, in same-day funds, to each holder in an amount equal to the aggregate Put Price applicable to such holder's Warrant and Conversion Stock being purchased. In the event that the Company defaults in its obligation to deliver all or any portion of the purchase pursuant price, in addition to Section 3.14 (a) shall take place any other rights or remedies of the holder, the unpaid portion of the purchase price will bear interest at the principal office rate of Sheridan on or prior 15% per year, payable monthly in arrears. The Company will, upon request of the Requisite Holders, execute and deliver to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included holders a promissory note in the Put Notice shall be paid by delivery form and substance satisfactory to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of Requisite Holders evidencing such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashobligation.

Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days first anniversary of the employment termination date such Management Investor and of this Agreement, eLoyalty has not closed an IPO or the members of the Family Group of such Management Investor shall have the option to sell to SheridanSpin-Off, and Sheridan shall be obligated to purchaseeach Purchaser may, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election to eLoyalty (including the number of Securities to be sold) to Sheridan (a "Put Notice"), elect to sell all of its eLoyalty Shares to eLoyalty at a date specified in the Put Notice, which date shall be not less than 30 nor more than 60 days after the date the Put Notice is delivered to eLoyalty. The Upon delivery of the Put Notice, eLoyalty shall be obligated to purchase from such Purchaser, and such Purchaser shall be obligated to sell to eLoyalty, such eLoyalty Shares on such date at a purchase price of $4 per share for eLoyalty Share as adjusted pursuant to Section 8.4(b) below (the "Put Price"). Following the closing of the purchase of such Securities will be Fair Market Value on Purchaser's eLoyalty Shares, the date Sellers shall have no further liability or obligation whatsoever to such Purchaser under this Agreement or in connection with the sale of termination of employmentShares or otherwise. (b) If, If at any time after the Funding Date and prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days earlier to occur of the employment termination date such Senior Management Investor shall have closing of the option IPO or the Spin-Off, TSC ceases to own a majority of the outstanding eLoyalty shares on a fully diluted basis or eLoyalty enters into an agreement to sell all or substantially all of its assets, each Purchaser may deliver a Put Notice to SheridaneLoyalty. Upon delivery of the Put Notice, and Sheridan eLoyalty shall be obligated to purchase, on one occasion purchase from such Senior Management Investor a number Purchaser, and such Purchaser shall be obligated to sell to eLoyalty, all of Purchased its eLoyalty Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included specified in the Put Notice at the Put Price (which shall in no event be paid by delivery to earlier than the appropriate Management Investor or closing of the members proposed transaction). Following the closing of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order purchase of such Management Investor Purchaser's eLoyalty Shares, the Sellers shall have no further liability or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect obligation whatsoever to such payment would exist, which prohibits such cashPurchaser under this Agreement or in connection with the sale of Shares or otherwise.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series B Notes will, subject to this Section ‎9.5, have the right (the “Put Right”) to require the Company to purchase such Series B Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series B Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series B Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to 11:00 a.m., if anyNew York City time, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series B Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series B Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (ai) If, at any time prior to In the Lapse Date, a event the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the death or Disability of the Management Stockholder, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or his or her Transferee shall have the option right, during the 120-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan upon the exercise of such right the Company (or its designated assignee) shall be obligated to purchase, on one occasion purchase from such Management Investor and the members of the Family Group of such Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such Management Investor and the members Stockholder or Transferee as of the Family Group date as of which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date as of which such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee, the proposed date as of which such right is to be exercised and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Company (or its designated assignee) and the Stockholder shall agree on the actual date of exercise, which date shall be within thirty (30) days after the delivery of the Put Notice and which shall be the date on which the purchase price per share and sale occurs. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employmentthe terms or provisions of, or result in a default or event of default under, a Financing Agreement, the Company may delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the purchase and sale shall occur as provided above and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to such reasonable rate as may be established by the Board. (bii) If, at any time prior With respect to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior the Management Investor Stockholder that are not Investment Shares, in the aggregate event that the Management Stockholder exercises his or her put right under Section 3(c)(i) and, following the date that the Company pays the Management Stockholder the applicable purchase price for which under this Section 3.14(b) is not in excess such Shares, the Management Stockholder violates any of the aggregate purchase price paid by restrictive covenants set forth in the Plan or in any equity award grant agreement under the Plan, the Management Stockholder or the Management Stockholder’s Transferee shall pay to the Company, within ten (10) business days following the date of such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice violation, an amount equal to Sheridan. The purchase price per share for (A) the Applicable Percentage of amount the Company paid the Management Stockholder or Transferee to purchase such Purchased Shares will be Fair Market Value on the date of termination of employment and less (B) the remaining portion of amount the Company would have been required to pay the Management Stockholder or Transferee for such Purchased Shares, Shares if any, will be the lower of Cost and Fair Market Value on Company had purchased the date of termination of employment. (c) The completion of the purchase Shares pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash3(b)(ii).

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Senior Notes on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Senior Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Senior Note, plus accrued and unpaid interest to, but excluding, the members of Purchase Contract Settlement Date (the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at The Put Right of Holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DateBusiness Day immediately preceding the Purchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement, a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle III. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Senior Notes, to Section 3.14 (a) shall take place the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the principal office of Sheridan on second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Senior Notes. (d) Senior Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series B Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series B Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series B Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series B Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series B Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series B Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Put Right. (a) IfThe Company shall notify each member of the Board in writing at least ten (10) Business Days prior to any Board meeting called to approve a Permitted Material Business Deviation Decision. Such notice shall include a summary of the action to be taken and shall state that such action is a Permitted Material Business Deviation Decision. Copies of such notice shall also be provided to each Investor Member. Any action by written consent circulated to the Board members that contemplates the approval of a Permitted Material Business Deviation Decision shall also include a summary of the action and state clearly that such action is a Permitted Material Business Deviation Decision. (b) For so long as the aggregate Company Percentage Interest of an Investor Member and its Affiliates is equal to or greater than nine and nine-tenths percent (9.9%), if an action constituting a Permitted Material Business Deviation Decision either (i) is taken without having been previously approved by the Board or (ii) is approved by the Board but at least one New Investor Designee of such Investor Member did not affirmatively vote in favor of such Permitted Material Business Deviation Decision, then such Investor Member shall be a Put Right Member and the earlier of (i) the taking of such Permitted Material Business Deviation Decision and (ii) the approval of such Permitted Material Business Deviation Decision shall constitute a “Put Triggering Event.” The Company shall notify each Investor Member with a Company Percentage Interest equal to or greater than nine and nine-tenths percent (9.9%) promptly (and in any event within ten (10) Business Days) of the Company becoming aware of a Put Triggering Event, which notice shall include the facts and circumstances giving rise to such Put Triggering Event in reasonable detail and, if the occurrence of such Put Triggering Event was inadvertent, the Company shall so state in such notice (a “Put Triggering Event Notice”). (c) At any time prior during the one hundred eighty- (180-) day period beginning when a Put Right Member first becomes aware of a Permitted Material Business Deviation Decision, such Put Right Member shall have the right (the “Put Right”), but not the obligation, to deliver one (1) written notice to Cinergy and the Company (a “Put Exercise Notice”) of the Put Right Member’s decision to require Cinergy to purchase all of the Units then held by such Put Right Member and its Affiliates (in each case, the “Put Units”), in accordance with and subject to the Lapse conditions and limitations set forth in this Section 7.3 (such purchase and sale of the Put Units, the “Put Sale”), in which case Cinergy will be required to purchase the Put Units in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 7.3. The date of receipt of such Put Exercise Notice by Cinergy is referred to as the “Put Exercise Date.” Notwithstanding the foregoing, if (a) a Management Investor's employment with Put Triggering Event occurred inadvertently by the Company and the Put Triggering Event Notice so states and (b) no later than the thirtieth (30th) day after the Put Triggering Event has occurred, either (i) the Put Right Member consents in writing to the taking of the applicable Permitted Material Business Deviation Decision or (ii) Cinergy and the Company take reasonable and appropriate steps, to the reasonable satisfaction of the Put Right Member, to rescind any approval of the Permitted Material Business Deviation Decision and to restore the state of the Company and its Subsidiaries is terminated due to the death condition they would have been in had the Permitted Material Business Deviation Decision not occurred without any adverse consequences (economic or Disability otherwise) to the Company or the Put Right Member, then the Put Right Member shall not have a Put Right in respect of such Management InvestorPermitted Material Business Deviation Decision, then within 180 days of the employment termination date such Management Investor and the members of the Family Group any Put Exercise Notice in respect of such Management Investor shall have the option to sell to Sheridan, and Sheridan Permitted Material Business Deviation Decision shall be obligated ineffective. (d) Subject to Section 7.3(f), a Put Exercise Notice shall obligate Cinergy to purchase, on one occasion from such Management Investor and each Put Right Member who has delivered a Put Exercise Notice to sell, the members Put Units for a purchase price equal to the FMV of the Family Group Put Units as of such Management Investorimmediately prior to the Put Triggering Event (the “Valuation Date”), all or any portion without taking into account the Put Triggering Event and assuming closing of the Purchased Shares held by such Management Investor and Put Sale seventy-five (75) days after the members of Put Exercise Date (as may be adjusted in accordance with Section 7.3(d)(iii), the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for Put Price shall be determined between Cinergy, on the one hand, and, on the other hand, each Put Right Member separately from and independent of any other Put Right Member, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, Cinergy and the Put Right Member shall jointly select a nationally recognized independent valuation firm which has not been engaged by either Cinergy and its Affiliates or the Put Right Member and its Affiliates during the five- (5-) year period prior to the Put Exercise Date (an “Acceptable Valuation Arbiter”) to determine the Put Price; provided that if Cinergy and the Put Right Member are unable to agree on an Acceptable Valuation Arbiter, they shall each select an Acceptable Valuation Arbiter and the two Acceptable Valuation Arbiters shall mutually agree upon a final Acceptable Valuation Arbiter to determine the Put Price. The Acceptable Valuation Arbiter selected in accordance with this Section 7.3(d)(i) is referred to as the “Valuation Arbiter.” (ii) Each of Cinergy and the Put Right Member shall submit their view of the Put Price to the Valuation Arbiter, and each party will receive copies of all information provided to the Valuation Arbiter by the other party. The final Valuation Arbiter’s determination of the Put Price shall be set forth in a detailed written report addressed to the Company and the Put Right Member and such Securities determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of Cinergy and the Put Right Member submitted to the Valuation Arbiter is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Put Price determined by Cinergy or the Put Right Member. Any fees and expenses of the Valuation Arbiter incurred in determining the Put Price pursuant to this Section 7.3(d)(ii) will be Fair Market Value on borne by the date of termination of employmentCompany. (biii) IfThe final Put Price as determined in accordance with Section 7.3(d) shall be adjusted to account for any distributions or capital contributions paid during the period between the Valuation Date and the closing of the Put Sale, at any time prior except to the Lapse Date, a Senior Management Investor's employment with extent such distributions or capital contributions were reflected in the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days determination of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPrice. (civ) The completion For purposes of the purchase pursuant to this Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash7.3:

Put Right. (a) IfSubject to Section 7.04(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse last day of the Final Remarketing Period or a Triggered Early Remarketing Period, as applicable, Holders of Notes will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date or Triggered Early Settlement Date, as applicable, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and the members of the Family Group of such Management Investor shall have the option to sell to Sheridanunpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and Sheridan shall be obligated to purchaseCompounded Interest thereon, on one occasion from such Management Investor but excluding all accrued but unpaid Deferred Interest, if any, and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities Compounded Interest thereon which is to be sold) to Sheridan (paid in cash, or, in the case of a "Put Notice"). The purchase price per share for such Failed Triggered Early Remarketing, cash or Deferral Securities will be Fair Market Value at the Company’s election on the date of termination of employmentTriggered Early Settlement Date) to, but excluding, the Purchase Contract Settlement Date or Triggered Early Settlement Date, as applicable (the “Put Price”). (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at any time prior to the Lapse Datein whole but not in part, a Senior Management Investor's employment in accordance with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Section 5.02 of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, Purchase Contract and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPledge Agreement. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date or the Triggered Early Settlement Date, as applicable. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor Purchase Contract Settlement Date or the members of his Family GroupTriggered Early Settlement Date, as applicable, of a certified bank check or checks the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the appropriate amount payable to the order of such Management Investor Purchase Contract Settlement Date or the members of his Family GroupTriggered Early Settlement Date, as applicable, unless the aggregate Put Price of all Separate Notes with respect to which a Financing Default exists orHolder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, after giving effect the Trustee shall then distribute such amount to the Holders of such payment would exist, which prohibits such cashSeparate Notes. (d) Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) Upon the occurrence of both a Designated Event and a Rating Decline, each holder of Debentures may require the Corporation to purchase, on the Repayment Date all or any portion of its Debentures at a price equal to the Put Price in effect on the 30th day preceding the Repayment Date, together with accrued interest to the Repayment Date. If, at prior to the 30th day preceding a Repayment Date, a Rating Recovery shall occur, the holders of the Debentures shall no longer have the right to require the Corporation to purchase their Debentures on such Repayment Date. At any time prior to the Lapse 90th day following a Rating Decline Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Corporation shall have the option right to sell increase the interest rate borne by the Debentures and shall notify the Debentureholders of such increased rate. Following the giving of each notice each Debentureholder shall have the right to Sheridan, and Sheridan shall be obligated require the Corporation to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorRepayment Date, all or any portion of its Debentures at a price equal to the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value Price in effect on the date of termination such notice (which Put Price shall be set forth in the notice), together with accrued interest to such Repayment Date. If any holder of employment. (b) IfDebentures does not exercise its right to require the Corporation to so purchase its Debentures, then its Debentures shall bear interest at any time the increased rate set forth in such notice by the Corporation, as and from the Rating Decline Date, unless the Corporation has exercised its right set forth in the paragraph below. If 90% or more in aggregate principal amount of the Debentures outstanding on the 30th day preceding a Repayment Date have been tendered for purchase on such Repayment Date, the Corporation shall have the right to purchase all of the remaining Debentures at such date at the Put Price, together with accrued interest to such date. Notice of such purchase shall be given to the Trustee prior to the Lapse Date, a Senior Management Investor's employment with the Company said Repayment Date and its Subsidiaries is terminated as soon as possible thereafter by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Trustee to the holders of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentDebentures. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorPurchase Contract Settlement Date, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (at a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the date of termination of employmentPurchase Contract Settlement Date (the “Put Price”). (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment.Holder (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series 2019B Notes will, subject to this Section 905, have the right (the “Put Right”) to require the Company to purchase such Series 2019B Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series 2019B Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series 2019B Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Securities, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has 39741868 exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series 2019B Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent and the Trustee of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series 2019B Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $25.00 plus accrued and its Subsidiaries is terminated due unpaid interest to but excluding the death or Disability of such Management InvestorPurchase Contract Settlement Date (the “Put Price”); provided, then within 180 days however, that as of the employment termination date such Management Investor and the members Purchase Contract Settlement Date, Holders of the Family Group Senior Notes that are part of such Management Investor shall have the option a Corporate Unit with respect to sell to Sheridan, and Sheridan which a Put Right has been automatically exercised under clause (b) below shall be obligated deemed to purchase, on one occasion have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from such Management Investor and the members of the Family Group of such Management Investor, all or any a portion of the Purchased Shares held by such Management Investor and the members Proceeds of the Family Group Put Right of such Management Investor by providing written notice Senior Notes equal to the Purchase Price in full satisfaction of his or their election (including such Holders’ obligations under the number Purchase Contracts, and any remaining amount of Securities to be sold) to Sheridan (a "the Put Notice"). The purchase price per share for such Securities Price following satisfaction of the related Purchase Contract will be Fair Market Value on the date of termination of employmentpaid to such Holder. (b) IfThe Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 P.M., New York City time, on or prior to the Lapse Business Day immediately preceding the Purchase Contract Settlement Date, a deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for such Holders of Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan Notes shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this applied in accordance with Section 3.14(b8.05(a) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentabove. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A-1 Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A-1 Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A-1 Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A-1 Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A-1 Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A-1 Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Put Right. (a) If, at any time prior to 5.1. If the Lapse Date, a Management Investor's Executive’s employment with the Company and its Subsidiaries is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the death Executive’s Disability, (ii) by the Executive for Good Reason or Disability of such Management Investor(iii) due to the Executive’s death, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Executive shall have the option right to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members Parent all of the Family Group shares of such Management Investor, all or any portion of the Purchased Shares Rollover Stock (as defined below) then held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (Executive at a "Put Notice"). The purchase price per share for such Securities will be price equal to the Fair Market Value on at the date time of delivery of a Redemption Notice (as defined below). 5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of employment. the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date“Redemption Notice”). Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase purchases pursuant to Section 3.14 (a) the foregoing shall take place at the principal office of Sheridan on or prior Parent by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the sixtieth day after Stockholders’ Agreement (as defined below) or (C) thirty (30) days following the giving Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Put NoticeBoard). The purchase price for the Purchased Shares included price, if any, payable as described in the Put Notice this Section 5 shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, Executive of a certified bank check or checks in the appropriate full amount payable to the order of such Management Investor the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed or executed by the Executive or the members of his Family Group, as applicable, unless Executive’s authorized representative. The Parent may choose to have a Financing Default exists or, after giving effect designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such payment would existdesignee as the context requires. 5.3. All capitalized terms used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the meaning set forth in the Stockholders’ Agreement dated as of June 1, which prohibits such cash2011, by and among B-Corp Holdings, Inc., the Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreement.

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, a Management Investor's employment with Holders of Separate Senior Notes and Holders of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price equal to $1,000 per Senior Note or $50 per Corporate Unit plus accrued and its Subsidiaries is terminated due to unpaid interest on the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to SheridanSenior Notes from, and Sheridan shall be obligated to purchaseincluding, on one occasion from such Management Investor and May 15, 2011 to, but excluding, May 17, 2011 (the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right with respect to a Holder’s Applicable Ownership Interest of Senior Notes that is part of a Corporate Unit will be automatically exercised unless such Holder (1) on or prior to 11:00 a.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provides written notice to the Purchase Contract Agent of its intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the Lapse Business Day immediately preceding the Purchase Contract Settlement Date, delivers to the Collateral Agent $50 in cash per Corporate Unit, in each case pursuant to the Purchase Contract Agreement. Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right to the Company in full satisfaction of such Holder’s obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit Holder on the Purchase Contract Settlement Date together with the interest payment on the Senior Notes in respect of the Payment Date falling on May 15, 2011. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company shall be deemed to have netted its obligation to pay the Put Price against the obligation of a Holder of a Senior Management Investor's employment with Note that is a component of a Corporate Unit to pay the Company and its Subsidiaries is terminated by Purchase Price under the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor related Purchase Contract on the Closing Purchase Contract Settlement Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage in full satisfaction of such Purchased Shares will be Fair Market Value on Holder’s obligations under the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPurchase Contract. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $1,000 ($50 per Applicable Ownership Interest) plus accrued and its Subsidiaries is terminated due unpaid interest to but excluding the death or Disability of such Management InvestorPurchase Contract Settlement Date (the “Put Price”); provided, then within 180 days however, that as of the employment termination date such Management Investor and the members Purchase Contract Settlement Date, Holders of the Family Group Senior Notes that are part of such Management Investor shall have the option a Corporate Unit with respect to sell to Sheridan, and Sheridan which a Put Right has been automatically exercised under clause (b) below shall be obligated deemed to purchase, on one occasion have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from such Management Investor and the members of the Family Group of such Management Investor, all or any a portion of the Purchased Shares held by such Management Investor and the members Proceeds of the Family Group Put Right of such Management Investor by providing written notice Senior Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of his or their election (including such Holders’ obligations under the number Purchase Contracts, and any remaining amount of Securities to be sold) to Sheridan (a "the Put Notice"). The purchase price per share for such Securities Price following satisfaction of the related Purchase Contract will be Fair Market Value on the date of termination of employmentpaid to such Holder. (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, a Senior Management Investor's employment provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridanseparate cash, and Sheridan (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for Holders of Separate Senior Notes shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this applied in accordance with Section 3.14(b7.04(c) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentbelow. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. Section 12.1. Put at the Option of the Holder. At any time on or after the fifth anniversary of the Closing Date, the holder of this Warrant or any Warrant Shares may elect to cause the Company to repurchase all the Warrants and all Warrant Shares (including all such Warrant Shares issued upon exercise of any other Warrant) for cash at (a) If, at any time prior to the Lapse Date, a Management Investor's employment with if the Company and its Subsidiaries is terminated due to a Listed Company, the death or Disability of such Management InvestorCurrent Market Price, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment.or (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with if the Company and its Subsidiaries is terminated not a Listed Company, the applicable price determined in accordance with Section 12.2. The Company shall identify the Independent Financial Expert selected by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Company to determine the Appraised Market Value (as defined below) of the employment termination date Company. The holder of this Warrant and any Warrant Shares shall appoint a second Independent Financial Expert and both such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan Independent Financial Experts shall be obligated instructed to purchaseuse their best efforts to complete their appraisals pursuant to Section 12.2 within 30 days. If the holders of Warrants and Warrant Shares are unable to agree on the identity of a second Independent Financial Expert, on one occasion from such Senior Management Investor a second Independent Financial Expert shall be appointed by the holder or holders participating in such appointment having Warrants representing the highest aggregate number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess shares of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for Common Stock (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased including Warrant Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment). (c) The completion holder of this Warrant or any Warrant Shares may exercise its right to cause the Company to repurchase up to one-third of the purchase Warrants and all Warrant Shares on the Repurchase Date (as defined below) pursuant to subsection (b) above by written notice to the Company, which notice shall be given no later than 15 days after the Appraised Market Value of the Company is determined pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash12.2.

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the "PUT RIGHT") to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor the Purchase Contract Settlement Date, at a price per Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePUT PRICE"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders' obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentHolder. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing on or prior to the Lapse Final Remarketing Date, a Management Investor's employment with holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to purchase such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Senior Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day prior to the Lapse Purchase Contract Settlement Date, a Senior Management Investor's employment with deliver to the Company Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Holders that do not satisfy conditions (1) and its Subsidiaries is terminated by (2) above shall be deemed to have elected to pay the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not Put Right in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage full satisfaction of such Purchased Shares will be Fair Market Value on holders’ obligations under the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPurchase Contracts. (c) The completion Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such holder on or prior to the sixtieth day after second Business Day immediately preceding the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall distribute the Put Notice shall be paid by delivery Price to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, a Management Investor's employment with all Holders of Notes will, subject to this Section, have the right (the "Put Right") to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Notes, on one occasion from such Management Investor the Purchase Contract Settlement Date, at a price per Note equal to $25 plus accrued and unpaid interest to but excluding the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePrice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of Holders of Notes that are part of Corporate Units will be deemed automatically exercised at 11:00 a.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, unless such Holders (1) prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m. on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Securities Intermediary for deposit in the Collateral Account the amount necessary to settle the related Purchase Contract, in each case pursuant to and in accordance with the Purchase Contract Agreement. Unless a Holder of a Corporate Unit has settled the related Purchase Contract with separate cash on or prior to the Lapse Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investorportion of the proceeds of the Put Right to the Company in full satisfaction of such Holder's employment obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder of a Corporate Unit. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated deemed to purchase, on one occasion from such Senior Management Investor have netted its obligation to pay the Put Price against the obligation of a number Holder of Purchased Shares held by such Senior Management Investor a Note that is a component of a Corporate Unit to pay the aggregate purchase price for which Purchase Price under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor related Purchase Contract on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Notes.

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A-2 Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A-2 Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A-2 Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A-2 Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "“Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A-2 Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A-2 Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.