Common use of Termination and Assignment Clause in Contracts

Termination and Assignment. Any Permitted Transferee -------------------------- of the FS Stockholder (other than an Unaffiliated Permitted Transferee) and any assignee of the FS Stockholder's rights under Section 4 shall agree to be bound by this Section 3 to the same extent as the FS Stockholder. Any Permitted Transferee of the Ripplewood Stockholder shall agree to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholder. The obligations of the 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 3 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 may be assigned to a purchaser or transferee of more than 50% of the shares of Common Stock then held by any Stockholder, and such rights shall be further assignable to any purchaser of more than 50% of the shares of such transferee. No additional Tag- Along Rights shall be granted without the approval of the Company's Board of 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 inclusion in any Public Market Sale.

Termination and Assignment. Any 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 (other than an Unaffiliated Permitted Transferee) 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's rights Stockholder under this Section 4 4, and the FS Stockholder shall agree obtain an undertaking by such transferee to be bound by this Section 3 to the same extent as the FS Stockholder. Any Permitted Transferee of the Ripplewood Stockholder shall agree to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholderso bound. The obligations of the FS Stockholder, Sears Stockholder Existing Stockholders 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 3 may 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 assigned, assignable 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 may be assigned to a purchaser or transferee of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Stockholder, and Permitted Transferee therefrom considered collectively for this purpose) that holds after such rights shall be further assignable to any purchaser of purchase more than 5025% 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 such transferee. No additional Tag- Along Rights shall be granted without the approval Common Stock which represents less than 20% of the Company's Board total number of Directors and no such grant may be a Tag- Along Right on sales by a specific Stockholder without its consentshares of Common Stock outstanding at any time (with FSEP IV, 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 any Permitted Transferee and/or permitted assignee considered collectively for this section shall be construed as granting rights of inclusion in any Public Market Salepurpose).

Termination and Assignment. Any Permitted Transferee -------------------------- Fund or the Custodian may terminate this Agreement with respect to that Fund by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 60 days prior to the date upon which such termination shall take effect provided that a Fund may at any time by action of its Board of Trustees or Directors immediately terminate this Agreement in the event of the FS Stockholder (appointment of a conservator or receiver for the Custodian by the applicable federal regulator or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement with respect to a Fund, the Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. If a successor custodian is appointed by a Fund's Board of Trustees, the Custodian will, upon termination, deliver to such successor custodian, at the terminating party's expense, duly endorsed and in the form for transfer, all securities and other than an Unaffiliated Permitted Transferee) and any assignee Assets of the FS Stockholder's rights Fund then held by it hereunder. Upon such delivery, the Custodian shall have no further obligations or liabilities under Section 4 shall agree to be bound by this Section 3 Agreement except as to the same extent final resolution of matters relating to activity occurring prior to the effective date of termination. In connection with the transfer of a Fund's Assets to a successor Custodian, the Custodian agrees to make the records relating to a Fund maintained in accordance with Section 4(v) of this Agreement available under the terms set forth in Section 4(v). In the event that securities and other Assets remain in the possession of the Custodian after the date of termination hereof owing to failure of a Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the FS Stockholder. Any Permitted Transferee Custodian retains possession of the Ripplewood Stockholder shall agree to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholder. The obligations of the FS Stockholdersuch securities and other Assets, 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 Agreement relating to any such holder only, upon a distribution without consideration of all the duties and obligations of the shares of Common Stock that Custodian and the Fund shall remain in full force and effect for such holder holds to its stockholders or the limited or general partners or employees of such holder or their Affiliatesperiod. The rights granted to the Stockholders pursuant to this Section 3 This Agreement may not be assigned, except that these rights shall inure to assigned by 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 may be assigned to a purchaser Custodian or transferee of more than 50% any Fund without the respective consent of the shares of Common Stock then held other, duly authorized by any Stockholder, and such rights shall be further assignable to any purchaser of more than 50% of the shares of such transferee. No additional Tag- Along Rights shall be granted without the approval of the Company's a resolution by its Board of 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 inclusion in any Public Market SaleTrustees.

Termination and Assignment. Any Permitted Transferee The rights provided to -------------------------- each of the FS Stockholder Stockholders under this Section 2 shall terminate upon the later to occur of (other i) the 180th day after the consummation of an Initial Public Offering and (ii) such time as less than an Unaffiliated Permitted Transferee) and any assignee 50% of the FS 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 Section 4 shall agree to be bound by this Section 3 to the same extent as the FS Stockholder. Any Permitted Transferee 2 will terminate after such Stockholder has transferred a number of Voting Securities which represents 50% or more of the Ripplewood 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 shall agree on the date hereof other than transfers to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholder. The obligations of the FS Stockholder, Sears Stockholder and the Ripplewood Stockholder and any a 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 permitted assignee. For purposes of the shares of Common Stock that such holder holds immediately preceding sentence (i) Ripplewood Partners and Ripplewood Employee Fund shall be deemed to its stockholders or be one Stockholder and (ii) the limited or general partners or employees of such holder or their AffiliatesExisting Stockholders shall be deemed to be one Stockholder. The rights granted under this Section 2 shall not be assignable; provided, however that a Stockholder may assign its rights under this Section 2 relating to the Stockholders pursuant shares which it is then transferring to this Section 3 may not be assigned, except that these rights shall inure to the benefit of a Permitted Transferee of or any purchaser in a Stockholder (and its Permitted Transferees) provided that such persons have agreed to be bound by Sections 4 and 5 of this Agreement, and may be assigned to a purchaser or transferee private transaction of more than 5025% of the shares of Common Stock then held by any Stockholdersuch Stockholder (with (i) Ripplewood Partners and Ripplewood Employee Fund and (ii) the Existing Stockholders, and such rights shall be further assignable to any purchaser of more than 50% of the shares of such transferee. No additional Tag- Along Rights shall be granted without the approval of the Company's Board of 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 each considered collectively for this section shall be construed as granting rights of inclusion in any Public Market Salepurpose).

Termination and Assignment. Any 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(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 (other than an Unaffiliated Permitted Transferee) 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's rights Stockholder under this Section 4 4, and the FS Stockholder shall agree obtain an undertaking by such transferee to be bound by this Section 3 to the same extent as the FS Stockholder. Any Permitted Transferee of the Ripplewood Stockholder shall agree to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholderso bound. The obligations of the FS Stockholder, Sears Stockholder Existing Stockholders 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 3 may 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 assigned, assignable 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 may be assigned to a purchaser or transferee of more than 50% of the shares of Common Stock then held by FS Stockholder and its Permitted Transferees (with FSEP IV and any Stockholder, Permitted Transferee therefrom considered collectively for this purpose) and holding after such rights shall be further assignable to any purchaser of purchase more than 50% 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 such transferee. No additional Tag- Along Rights shall be granted without the approval Common Stock which represents less than 35% of the Company's Board total number of Directors and no such grant may be a Tag- Along Right on sales by a specific Stockholder without its consentshares of Common Stock outstanding at any time (with FSEP IV, 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 any Permitted Transferee and/or permitted assignee considered collectively for this section shall be construed as granting rights of inclusion in any Public Market Salepurpose).

Termination and Assignment. Any The obligations of the Existing -------------------------- Stockholders and the Additional Stockholders pursuant to this Section 4 shall be binding on any transferee of or purchaser of Securities from an Existing Stockholder or 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, an Additional Stockholder, Permitted Transferee -------------------------- of or any other transferee shall obtain and deliver to the FS Stockholder (other than an Unaffiliated Permitted Transferee) and any assignee of the FS Stockholder's rights under Section 4 shall agree a written commitment to be bound by this Section 3 to the same extent as the FS Stockholder. Any such provisions from each such transferee or Permitted Transferee of the Ripplewood Stockholder shall agree prior to be bound by this Section 3 to the same extent as the Ripplewood Stockholder. Any Permitted Transferee of the Sears Stockholder shall agree to be bound by this Section 3 to the same extent as the Sears Stockholderany Transfer. The obligations of the FS Stockholder, Sears Stockholder Existing Stockholders 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 Additional Stockholders pursuant to this Section 3 may 4, and the obligations of any such transferee and Permitted Transferee, shall continue after the consummation of an Initial Public Offering but shall terminate once the FS Stockholder's (including its Permitted Transferee's) percentage ownership of Voting Securities in the Company (calculated on a fully 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 assigned, assignable 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 may be assigned or to a purchaser or transferee of more than 50% of the shares of Common Stock then held by any Stockholder, FS Stockholder and such rights shall be further assignable to any purchaser of more than 50% of the shares of such transferee. No additional Tag- Along Rights shall be granted without the approval of the Company's Board of 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 inclusion in any Public Market SalePermitted Transferees.