Common use of Individual Termination Clause in Contracts

Individual Termination. Any Consenting Noteholder may terminate this Agreement as to itself only, upon written notice to the Company and the other Consenting Noteholders (in each case, in accordance with Section 20), in the event that: (i) there is any modification, amendment, or change to (x) the definition of “Consenting Noteholders” or “Requisite Noteholders,” (y) this Section 7(c), or (z) the transfer provisions in Section 5, in each case without the consent of such Consenting Noteholder (provided that such Consenting Noteholder is affected thereby); (ii) there is any waiver, change, modification, or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet without the consent of such Consenting Noteholder; or (iii) five (5) days prior to the hearing to consider confirmation of the Acceptable Plan, the Debtor does not obtain commitments for an exit facility of at least $100 million in principal amount with terms and conditions that are acceptable to each Consenting Noteholder. In the event that a Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iii) or does not consent to a waiver, change, modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each case, a “Non- Consenting Noteholder”), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.

Individual Termination. (a) Any Consenting Noteholder Stakeholder may terminate this Agreement as to itself only, in the event that (a) this Agreement is amended, modified or supplemented without its consent in such a way as to materially, disproportionately and adversely affect such Consenting Stakeholder relative to similarly situated Consenting Stakeholders and (b) such amendment, modification or supplement is not undone, or such consent is not obtained, within five (5) Business Days following the provision of written notice describing such amendment, modification or supplement to the Affinion Parties and the other Consenting Stakeholders; provided, that this Section 10(a) shall not apply to the commitments of the Consenting Stakeholders under section 6(o). (b) Acting together, ICG and ▇▇▇▇▇▇▇ shall have the right, but not the obligation, upon written notice to the Company and other Parties, to terminate their obligations under this Agreement upon the other Consenting Noteholders (in each caseoccurrence of the following events, unless waived, in accordance with Section 20)writing, in the event thatby ICG and ▇▇▇▇▇▇▇ on a prospective or retroactive basis: (i) there is any modificationthe Charter Amendment, amendmentthe New Warrant Agreement, the Investor Warrant Agreement, the New Notes or the Stockholders Agreement does not conform in all material economic respects to this Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or change to received by, ICG or ▇▇▇▇▇▇▇, or (xii) the definition of “Consenting Noteholders” or “Requisite Noteholders,” Registration Rights Agreement (y) does not conform in all material economic respects to this Section 7(c)Agreement and the Term Sheet with respect to the treatment, claims or rights and benefits granted to, or received by, ICG or ▇▇▇▇▇▇▇, or (z) the transfer provisions otherwise is not in Section 5, in each case without the consent form and substance reasonably satisfactory to at least one of such Consenting Noteholder ICG or ▇▇▇▇▇▇▇ (provided that such Consenting Noteholder is affected thereby); (ii) there is any waiver, change, modification, or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet without the consent of extent such Consenting Noteholder; or (iiiacceptance is required by Section 4(b)) five (5) days prior to the hearing to consider confirmation of the Acceptable Plan, the Debtor does not obtain commitments for an exit facility of at least $100 million in principal amount with terms and conditions that are acceptable to each Consenting Noteholder. In the event that a Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iii) or does not consent to a waiver, change, modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each caseinstance, a “Non- Consenting Noteholder”unless such modification has previously been agreed to in writing by ICG or ▇▇▇▇▇▇▇), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.

Individual Termination. Any Consenting Noteholder or any Consenting Lender may terminate this Agreement as to itself only, upon written notice to the Company and other Parties in accordance with Section 9(o) hereof, in the other event that: (i) such Consenting Noteholders Noteholder or such Consenting Lender has transferred all (in each casebut not less than all) of its Second Lien Notes Claims or First Lien Term Loan Claims, as applicable, in accordance with Section 20), in 5 of this Agreement (such termination shall be effective on the event that: (i) there is any modification, amendment, or change to (x) the definition of “Consenting Noteholders” or “Requisite Noteholders,” (y) this Section 7(c), or (z) the transfer provisions in Section 5, in each case without the consent of date on which such Consenting Noteholder (or Consenting Lender has effected such transfer, satisfied the requirements of Section 5 and provided that such Consenting Noteholder is affected therebythe written notice required above in Section 9(o); ); (ii) there is any waiver, change, modification, this Agreement or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet is amended without its consent in such a way as to alter any of the consent of material terms hereof in a manner that is disproportionately adverse to such Consenting NoteholderNoteholder or such Consenting Lender as compared to similarly situated Consenting Noteholders or Consenting Lenders, by giving ten (10) Business Days’ written notice to the other Parties in accordance with Section 9(o); or (iii) provided, that such written notice shall be given by the applicable Consenting Noteholder or applicable Consenting Lender within five (5) days prior Business Days of such amendment, filing, or execution; or (iii) the Restructuring Term Sheet is amended, supplemented or otherwise modified without its consent in such a way as to adversely and materially modify the economic treatment contemplated for such Consenting Noteholder or Consenting Lender, as applicable, relative to the hearing to consider confirmation treatment contemplated by the Restructuring Term Sheet as of the Acceptable PlanAgreement Effective Date, by giving ten (10) Business Days’ written notice to the Debtor does not obtain commitments for an exit facility of at least $100 million other Parties in principal amount accordance with terms and conditions Section 9(o); provided, that are acceptable to each Consenting Noteholder. In such written notice shall be given by the event that a applicable Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iiior applicable Consenting Lender within five (5) Business Days of such amendment, supplement or does not consent to a waiver, change, other modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each case, a “Non- Consenting Noteholder”), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.

Individual Termination. Any Consenting Noteholder may terminate this Agreement as to itself only, upon written notice to the Company and the other Consenting Noteholders (in each case, in accordance with Section 20), in the event that: (i) there is any modification, amendment, or change to (x) the definition of “Consenting Noteholders” or “Requisite Noteholders,” (y) this Section 7(c), or (z) the transfer provisions in Section 5, in each case without the consent of such Consenting Noteholder (provided that such Consenting Noteholder is affected thereby); (ii) there is any waiver, change, modification, or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet without the consent of such Consenting Noteholder; or (iii) five (5) days prior to the hearing to consider confirmation of the Acceptable Plan, the Debtor does not obtain commitments for an exit facility of at least $100 million in principal amount with terms and conditions that are acceptable to each Consenting Noteholder. In the event that a Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iii) or does not consent to a waiver, change, modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each case, a “Non- Non-Consenting Noteholder”), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.

Individual Termination. Any Consenting Noteholder or any Consenting Lender may terminate this Agreement as to itself only, upon written notice to the Company and other Parties in accordance with Section 9(k) hereof, in the other event that: (i) such Consenting Noteholders Noteholder or such Consenting Lender has transferred all (in each casebut not less than all) of its Second Lien Notes Claims or First Lien Term Loan Claims, as applicable, in accordance with Section 20), in 5 of this Agreement (such termination shall be effective on the event that: (i) there is any modification, amendment, or change to (x) the definition of “Consenting Noteholders” or “Requisite Noteholders,” (y) this Section 7(c), or (z) the transfer provisions in Section 5, in each case without the consent of date on which such Consenting Noteholder (or Consenting Lender has effected such transfer, satisfied the requirements of Section 5 and provided that such Consenting Noteholder is affected therebythe written notice required above in Section 9(k); ); (ii) there is any waiver, change, modification, this Agreement or amendment to this Agreement, the Restructuring Term Sheet, or the Acceptable Plan that materially adversely affects the economic recoveries or treatment of any Consenting Noteholder compared to the recoveries or treatment set forth in the Restructuring Term Sheet is amended without its consent in such a way as to alter any of the consent of material terms hereof in a manner that is disproportionately adverse to such Consenting NoteholderNoteholder or such Consenting Lender as compared to similarly situated Consenting Noteholders or Consenting Lenders, by giving ten (10) Business Days’ written notice to the other Parties in accordance with Section 9(k); or (iii) provided, that such written notice shall be given by the applicable Consenting Noteholder or applicable Consenting Lender within five (5) days prior Business Days of such amendment, filing, or execution; or (iii) the Restructuring Term Sheet is amended, supplemented or otherwise modified without its consent in such a way as to adversely and materially modify the economic treatment contemplated for such Consenting Noteholder or Consenting Lender, as applicable, relative to the hearing to consider confirmation treatment contemplated by the Restructuring Term Sheet as of the Acceptable PlanAgreement Effective Date, by giving ten (10) Business Days’ written notice to the Debtor does not obtain commitments for an exit facility of at least $100 million other Parties in principal amount accordance with terms and conditions Section 9(o); provided, that are acceptable to each Consenting Noteholder. In such written notice shall be given by the event that a applicable Consenting Noteholder either terminates this Agreement pursuant to Section 7(c)(iiior applicable Consenting Lender within five (5) Business Days of such amendment, supplement or does not consent to a waiver, change, other modification, or amendment to this Agreement requiring the consent of each Consenting Noteholder (in each case, a “Non- Consenting Noteholder”), but the Consenting Noteholders holding at least 66% of the Notes held by the Consenting Noteholders do not elect to terminate this Agreement, this Agreement shall be deemed to have been terminated only as to such Non-Consenting Noteholder, but this Agreement shall continue in full force and effect in respect to all other Consenting Noteholders.