Common use of Termination and Assignment Clause in Contracts

Termination and Assignment. The obligations of the -------------------------- Existing Stockholders and Ripplewood Stockholder pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and the FS Stockholder shall obtain an undertaking by such transferee to be so bound. The obligations of the Existing Stockholders and the Ripplewood Stockholder pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering until the occurrence of a Liquidity Event. The rights of FS Stockholder under this Section 4 shall not be assignable except to a purchaser of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Permitted Transferee therefrom considered collectively for this purpose) that holds after such purchase more than 25% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 20% of the total number of shares of Common Stock outstanding at any time (with FSEP IV, any Permitted Transferee and/or permitted assignee considered collectively for this purpose).

Termination and Assignment. The obligations rights provided to -------------------------- each of the -------------------------- Existing Stockholders and Ripplewood Stockholder pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and 2 shall terminate upon the FS Stockholder shall obtain an undertaking by such transferee later to be so bound. The obligations occur of (i) the Existing Stockholders and the Ripplewood Stockholder pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue 180th day after the consummation of an Initial Public Offering until and (ii) such time as less than 50% of the occurrence outstanding Common Stock is held by the Stockholders and their Permitted Transferees (the later of such times described in clauses (i) or (ii) referred to herein as a "Liquidity Event"). A Stockholder's rights under this Section 2 will terminate after such Stockholder has transferred a number of Voting Securities which represents 50% or more of the number of Voting Securities (including the Common Stock purchasable upon exercise of Existing Stockholders' options to acquire Voting Securities under the Taubman Option and as appropriately adjusted for any stock split, recapitalization or similar transaction) held by such Stockholder on the date hereof other than transfers to a Permitted Transferee or permitted assignee. For purposes of the immediately preceding sentence (i) Ripplewood Partners and Ripplewood Employee Fund shall be deemed to be one Stockholder and (ii) the Existing Stockholders shall be deemed to be one Stockholder. The rights of FS Stockholder granted under this Section 4 2 shall not be assignable except assignable; provided, however that a Stockholder may assign its rights under this Section 2 relating to the shares which it is then transferring to a Permitted Transferee or any purchaser in a private transaction of more than 5025% of the shares of Common Stock then held by FS such Stockholder and its Permitted Transferees (with FSEP IV (i) Ripplewood Partners and any Permitted Transferee therefrom considered collectively for this purposeRipplewood Employee Fund and (ii) that holds after such purchase more than 25% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 20% of the total number of shares of Common Stock outstanding at any time (with FSEP IVExisting Stockholders, any Permitted Transferee and/or permitted assignee each considered collectively for this purpose).

Termination and Assignment. The obligations Any Permitted Transferee -------------------------- of the -------------------------- Existing Stockholders FS Stockholder (other than an Unaffiliated Permitted Transferee) and Ripplewood Stockholder pursuant to this any assignee of the FS Stockholder's rights under Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment agree to be bound by such provisions from each such transferee or this Section 3 to the same extent as the FS Stockholder. Any Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant Ripplewood Stockholder shall agree to be bound by this Section 4 shall likewise be binding on any transferee of or purchaser of shares from 3 to the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee same extent as the Ripplewood Stockholder. Any Permitted Transferee of the rights held Sears Stockholder shall agree to be bound by FS Stockholder under this Section 4, and 3 to the FS Stockholder shall obtain an undertaking by such transferee to be so boundsame extent as the Sears Stockholder. The obligations of the Existing Stockholders FS Stockholder, Sears Stockholder and the Ripplewood Stockholder and any Permitted Transferee or assignee pursuant to the provisions of this Section 3 shall terminate upon a Liquidity Event or, as to any such holder only, upon a distribution without consideration of all of the shares of Common Stock that such holder holds to its stockholders or the limited or general partners or employees of such holder or their Affiliates. The rights granted to the Stockholders pursuant to this Section 43 may not be assigned, except that these rights shall inure to the benefit of a Permitted Transferee of a Stockholder (and its Permitted Transferees) provided that such persons have agreed to be bound by Sections 4 and 5 of this Agreement, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering until the occurrence of a Liquidity Event. The rights of FS Stockholder under this Section 4 shall not may be assignable except assigned to a purchaser or transferee of more than 50% of the shares of Common Stock then held by FS Stockholder any Stockholder, and its Permitted Transferees (with FSEP IV and such rights shall be further assignable to any Permitted Transferee therefrom considered collectively for this purpose) that holds after such purchase purchaser of more than 2550% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 20% such transferee. No additional Tag- Along Rights shall be granted without the approval of the total number Company's Board of shares Directors and no such grant may be a Tag- Along Right on sales by a specific Stockholder without its consent, or a grant that would prevent a Stockholder from participating pro rata in a sale in which it could exercise Tag-Along Rights. Nothing in this section shall be construed as granting rights of Common Stock outstanding at inclusion in any time (with FSEP IV, any Permitted Transferee and/or permitted assignee considered collectively for this purpose)Public Market Sale.

Termination and Assignment. The obligations rights provided to each of the -------------------------- Existing Stockholders and Ripplewood Stockholder pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and 2 shall terminate upon the FS Stockholder shall obtain an undertaking by such transferee later to be so bound. The obligations occur of (i) the Existing Stockholders and the Ripplewood Stockholder pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue 180th day after the consummation of an Initial Public Offering until and (ii) such time as less than 50% of the occurrence outstanding Common Stock is held by the Stockholders and their Permitted Transferees (the later of such times described in clauses (i) or (ii) referred to herein as a "Liquidity Event"). A Stockholder's rights under this Section 2 will terminate after the Stockholder has transferred a number of Voting Securities which represents 50% or more of the number of Voting Securities (including the Common Stock purchasable upon exercise of Existing Stockholder's options to acquire Voting Securities under the Taubman Option) held by the Stockholder on the date hereof (as appropriately adjusted for any stock split, recapitalization or similar transaction) (with (i) Ripplewood Partners and Ripplewood Employee Fund and (ii) the Existing Stockholders, each considered collectively for this purpose) other than transfers to a Permitted Transferee or permitted assignee. The rights of FS Stockholder granted under this Section 4 2 shall not be assignable except assignable; provided, however that a Stockholder may assign its rights under this Section 2 relating to the shares which it is then transferring to a Permitted Transferee or any purchaser in a private transaction of more than 5025% of the shares of Common Stock then held by FS such Stockholder and its Permitted Transferees (with FSEP IV (i) Ripplewood Partners and any Permitted Transferee therefrom considered collectively for this purposeRipplewood Employee Fund and (ii) that holds after such purchase more than 25% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 20% of the total number of shares of Common Stock outstanding at any time (with FSEP IVExisting Stockholders, any Permitted Transferee and/or permitted assignee each considered collectively for this purpose).

Termination and Assignment. The obligations of the Existing -------------------------- Existing Stockholders and Ripplewood Stockholder pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option from an Existing Stockholder or from the Ripplewood Stockholder or from one of their Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c5.1(b). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and the FS Stockholder shall obtain an undertaking by such transferee to be so bound. The obligations of the Existing Stockholders and the Ripplewood Stockholder pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering until the occurrence of a Liquidity Event. The rights of FS Stockholder under this Section 4 shall not be assignable except to a purchaser of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Permitted Transferee therefrom considered collectively for this purpose) that holds and holding after such purchase more than 2550% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 2035% of the total number of shares of Common Stock outstanding at any time (with FSEP IV, any Permitted Transferee and/or permitted assignee considered collectively for this purpose).

Termination and Assignment. The obligations of the Existing -------------------------- Existing Stockholders and Ripplewood Stockholder the Additional Stockholders pursuant to this Section 4 shall be binding on any transferee of or purchaser of shares of Common Stock or all or any part of the Taubman Option Securities from an Existing Stockholder or from the Ripplewood an Additional Stockholder or from one of their respective Permitted Transferees, and any subsequent transferee, except for a transferee purchasing shares in a Public Market Sale, or any subsequent transferee thereof, and an Existing Stockholder, the Ripplewood an Additional Stockholder, Permitted Transferee or any other transferee shall obtain and deliver to the FS Stockholder a written commitment to be bound by such provisions from each such transferee or Permitted Transferee prior to any Transfer. Notwithstanding the immediately preceding sentence, a Trust Transferee shall not be required to deliver the written commitment referred to in such sentence upon receipt of shares by way of distribution from the trust; provided, however, that if such Trust Transferee does not deliver such commitment within 30 days after receipt of notice from the Company requesting delivery of such documents (and referring specifically to this Agreement) (such period, the "Document Delivery Period"), the Company need not register such Transfer on its records and the Company (or its designee) shall have a repurchase right as to such shares pursuant to Section 5.1(c). The Trust shall promptly notify the Company of the occurrence of any event that would cause a distribution from the Trust. The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and the FS Stockholder shall obtain an undertaking by such transferee to be so bound. The obligations of the Existing Stockholders and the Ripplewood Stockholder Additional Stockholders pursuant to this Section 4, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering until but shall terminate once the occurrence FS Stockholder's (including its Permitted Transferee's) percentage ownership of Voting Securities in the Company (calculated on a Liquidity Eventfully diluted basis) falls below 20% or the percentage of Voting Securities then held by the Existing Stockholders and their Permitted Transferees (provided, that when calculating the percentage then held by the Existing Stockholders and their Permitted Transferees, no effect shall be given to Securities purchased after the Closing). The rights of the FS Stockholder under this Section 4 shall not be assignable except to a Permitted Transferee or to a purchaser of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Permitted Transferee therefrom considered collectively for this purpose) that holds after such purchase more than 25% of the outstanding Common Stock or to a Permitted Transferee of all of FS Stockholder's stock and shall terminate in the event that the FS Stockholder (or such Permitted Transferee or permitted assignee) holds a number of shares of Common Stock which represents less than 20% of the total number of shares of Common Stock outstanding at any time (with FSEP IV, any Permitted Transferee and/or permitted assignee considered collectively for this purpose)Transferees.