Effectiveness of Supplement. The effectiveness of this Supplement is subject to the condition precedent that the Indenture Trustee shall have received all of the following, each duly executed and dated as of the Effective Date, in form and substance satisfactory to all of the initial Series 1997-1 Noteholders and each (except for the Series 1997-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Series 1997-1 Noteholder:
(a) SERIES 1997-1 NOTES. Separate Series 1997-1 Notes executed by the Issuer, and duly authenticated by the Indenture Trustee, in favor of each Series 1997-1 Noteholder in the stated principal amount of such Series 1997-1 Notes that such Series 1997-1 Noteholder has agreed to purchase.
(b) CERTIFICATE(S) OF SECRETARY OR ASSISTANT SECRETARY. Separate certificates executed by the corporate secretary or assistant secretary of each of Seller (as Seller and Servicer), the Servicer, the Guarantor and the Issuer, dated the Effective Date, certifying (i) that the respective company has the authority to execute and deliver, and perform its respective obligations under each of the Series 1997-1 Transaction Documents to which it is a party, and (ii) that attached are true, correct and complete copies of the Certificate of Incorporation, by-laws, board resolutions and incumbency certificates in form and substance satisfactory to all of the initial Series 1997-1 Noteholders, as to such matters as they shall require.
Effectiveness of Supplement. This Supplement shall become effective immediately upon the execution hereof by the Company, LRI Gift Card Management and the Trustee.
Effectiveness of Supplement. The effectiveness of this Supplement is subject to the condition precedent that the Indenture Trustee shall have received all of the following, each duly executed and dated as of the Effective Date, in form and substance satisfactory to all of the initial Series 2002-1 Noteholders and each (except for the Series 2002-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Series 2002-1 Noteholder:
Effectiveness of Supplement. This Supplement shall be effective as of the Effective Time.
Effectiveness of Supplement. The effectiveness of this Supplement is subject to the condition precedent that the Indenture Trustee shall have received all of the following, each duly executed and dated as of the Closing Date, in form and substance satisfactory to each of the Series 2001-1 Noteholders and each (except for the Series 2001-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Series 2001-1 Noteholder (notwithstanding the satisfaction of the conditions precedent, upon the making of a Class A Advance hereunder, all of Indenture Trustee's rights under this Agreement (and by operation of law) shall vest in the Indenture Trustee, whether or not the conditions precedent to such Advance were in fact satisfied):
(a) Series 2001-1 Notes. Separate Series 2001-1 Notes executed by the Issuer in favor of each Series 2001-1 Noteholder in the aggregate stated principal amount of such Series 2001-1 Notes that such Noteholder has agreed to purchase.
(b) Certificate(s) of
Effectiveness of Supplement. This Supplement shall become effective upon the satisfaction of the following conditions:
(a) the execution and delivery of this Supplement by each of the Co-Issuers, the Indenture Trustee, the Series Insurer and the Holder of the Series 2007-1 Notes as set forth on the signature pages hereof;
(b) no Default, Event of Default, Rapid Amortization Event, Servicer Termination Event or Trigger Event (or event that with the giving of notice or lapse of time or both would be a Default, an Event of Default, a Rapid Amortization Event, a Servicer Termination Event or a Trigger Event) shall occur and be continuing immediately after giving effect to this Supplement; and
(c) all representations and warranties of the Co-Issuers set forth in Section 7.12 of the Indenture shall be true and correct in all material respects immediately after giving effect to this Supplement.
Effectiveness of Supplement. This Supplement shall become effective as of August 28, 1998 on the date on which the Administrative Agent shall have received copies of this Supplement duly executed by each Borrower and each Lender, in sufficient number for each Lender.
Effectiveness of Supplement. This Supplement shall become effective immediately upon the execution hereof by the Company, CBOCS Supply, CBOCS Merger and the Trustee.
Effectiveness of Supplement. The effectiveness of this Supplement is subject to the condition precedent that the Indenture Trustee and each Series 2009-1 Noteholder shall have received all of the following, each duly executed and dated as of the Closing Date, in form and substance satisfactory to each of the Series 2009-1 Noteholders and each (except for the Series 2009-1 Notes, of which only the originals shall be signed) in sufficient number of signed counterparts to provide one for each Series 2009-1 Noteholder:
(a) Series 2009-1 Notes. Separate Series 2009-1 Notes executed by the Issuer and the EXLP ABS Lessor in favor of each Series 2009-1 Noteholder in the aggregate stated principal amount of the Series 2009-1 Note Existing Commitment of such Series 2009-1 Noteholders.
(b) Certificate(s)
Effectiveness of Supplement. This Supplement shall become effective as of the date hereof; provided that the amendments to the Note Agreement set forth in Section 2 hereof shall not become operative until (i) Affinion Investments pays the Total Consideration or Exchange Consideration (each as defined in the Offering Memorandum), as applicable, in each case to holders of New Investments Notes who have validly tendered (and not withdrawn) New Investments Notes (along with the related consents) in accordance with the terms of the Offering Memorandum and (ii) Affinion Investments informs the Existing Trustee in writing that the payments in clause (i) have been made (the “Amendment Effective Time”). If the Amendment Effective Time does not occur (a) on or prior to the Settlement Date (as defined in the Offering Memorandum) for the Exchange Offer or (b) prior to the Termination Date (as defined in the Support Agreement, dated as of September 29, 2015, by and among the Issuer, Affinion Group Holdings, Inc., Affinion International Holdings Limited, Affinion Investments, and Affinion Investments II and certain holders of New Investments Notes parties thereto, as amended from time to time), or if the Exchange Offer is not otherwise consummated for any reason upon the terms and conditions described in the Offering Memorandum, then the terms of this Supplement shall be null and void and the Note Agreement and Notes shall continue in full force and effect without any modification or amendment hereby.
