Common use of Limitation on Liability; Release Clause in Contracts

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the following: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with this Indenture; (B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; or (C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer.

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering this Indenturethe Guarantee, as it relates to such Guarantor, voidable under applicable laws law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generallygenerally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Guarantee as to any Restricted Subsidiary Guarantor shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be automatically released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the followingX upon: (Ai) the sale, disposition disposition, exchange or other transfer (including through merger, consolidation, amalgamation or consolidationotherwise) of (a) the Capital Stock of the applicable Subsidiary Guarantor(including any sale, disposition or other transfer following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition disposition, exchange or other transfer is made in compliance with a manner not in violation of this Indenture; (Bii) the Issuer designating release or discharge of the obligations of such Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Subsidiary Guarantee pursuant to Section 4.11; (iii) the designation of such Guarantor to be as an Unrestricted Subsidiary in accordance with the provisions set forth under of Section 4.04 and the definition of “Unrestricted Subsidiary”; or; (Civ) the Issuer’s exercise of the its legal defeasance option or covenant defeasance option under Section 8.01(b) Article VIII or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); andthe terms of this Indenture; (iiv) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness receipt of the Issuer or any Restricted Subsidiary consent of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary holders in accordance with Article IX; or (vi) such Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Credit Facility Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer.

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Note Guarantee as to any Restricted Subsidiary Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the following12 upon: (Ai) the sale, disposition or other transfer (including through merger, amalgamation merger or consolidation) of the Capital Stock of (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, ) of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with not prohibited by this Indenture; (B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 , and the definition of “Unrestricted Subsidiary”; or (C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI any Credit Agreement and any other Indebtedness of the Issuer Issuers or any Restricted Subsidiary of the IssuerIssuers, (ii) the Company designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,” (iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Securities, and (iv) the Issuers’ exercise of their defeasance options under Article 8. A Note Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any NonFirst-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the salePriority Lien Obligations, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stocksubject to, in each case, which resulted the application of the proceeds of such foreclosure in the obligation to guarantee manner described in the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) Secured Notes Intercreditor Agreement or First-Priority Intercreditor Agreement, as applicable, or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, guarantees of, and all pledges and security, if any, security interests granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer Company or any Restricted Subsidiary of the IssuerCompany which results in the obligation to guarantee the Securities.

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Guaranteed Obligations obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed (after giving effect to all its Guarantees of Debt under the Senior Credit Facility) without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of In the followingevent of: (A1) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or (2) the sale, disposition sale or other transfer (including through merger, amalgamation or consolidation) disposition of the Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the applicable Subsidiary GuarantorIssuer, following which then the Person acquiring such Subsidiary assets (in the case of clause (i) and notwithstanding Section 5.02) or such Guarantor is no longer a Restricted Subsidiary, if (in the case of clause (ii)) shall be automatically and irrevocably released and relieved of any obligations under its Security Guarantee and this Indenture; provided that such sale, disposition sale or other transfer disposition is made in compliance with this Indenture; , including Section 4.06 (B) it being understood that only such portion of the Issuer designating a Subsidiary Guarantor Net Proceeds as is or is required to be an Unrestricted Subsidiary in accordance with applied on or before the provisions set forth under Section 4.04 and the definition date of “Unrestricted Subsidiary”; or (C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged such release in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing 4.06 needs to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereofso applied). (c) A If the Security Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after terminates pursuant to the Issue Date, is required to guarantee the Notes foregoing provisions or pursuant to Section 4.11(b)) such Person shall cease to be a Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release or discharge of such Person from its obligations under its Security Guarantee and hereunder. It is expressly acknowledged that the application of the guarantee by Net Proceeds of any such Non-Subsidiary Guarantor of Indebtedness of Affinion Group sale or the repayment of the Indebtedness or Disqualified Stock, other disposition referred to in each case, which resulted in the obligation to guarantee the Notes; or subsection (Db) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in 4.06 following the case date of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement release shall not be a condition precedent to such release and any other Indebtedness failure to make such application as required by such Section 4.06 shall not cause the revocation of the Issuer any such release (it being understood that such failure shall constitute a Default or any Restricted Subsidiary Event of the IssuerDefault, as applicable).

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Guaranteed Obligations guaranteed hereunder by obligations any Guarantor is hereunder obligated as co-issuer shall not exceed the maximum amount that such Guarantor can be hereby guaranteed so obligated as co-issuer (after giving effect to all its Guarantees of Debt under the Senior Debt) without rendering this Indenture, as it relates to such any Guarantor, voidable under applicable laws law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A This Guarantee as to any Restricted Subsidiary Guarantor shall terminate and be of no further force or effect effect, and any such Subsidiary Guarantor shall be deemed to be released from all and relieved of any obligations under its Debenture Guarantee and this Article 10 Indenture, upon delivery (i) the designation (in accordance with the provisions of this Indenture) of such Subsidiary Guarantor as an Officers’ Certificate confirming one Unrestricted Subsidiary or (ii) the sale or other disposition of all of the following: (A) assets of such Subsidiary Guarantor in accordance with the saleterms of this Indenture, disposition by way of merger, consolidation or otherwise, or a sale or other transfer (including through merger, amalgamation or consolidation) disposition of all of the Capital Stock of the applicable Subsidiary Guarantor, following which such any Subsidiary Guarantor is no longer a then held by the Issuer and its Restricted Subsidiary, if such sale, disposition Subsidiaries; or (iii) the sale or other transfer is made in compliance with this Indenture; (B) the Issuer designating a disposition of Capital Stock of any Subsidiary Guarantor if as a result of such disposition, such Person ceases to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; or (C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted a Subsidiary of the Issuer. A If the Debenture Guarantee of any Subsidiary Guarantor terminates pursuant to the foregoing provisions, such Person shall also be automatically released upon the applicable Subsidiary ceasing cease to be a Subsidiary as Subsidiary, a result of any foreclosure of any pledge Guarantor or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as otherwise a party to any Non-Subsidiary Guarantor other than Affinion Group this Indenture and, upon request by the Issuer, the Trustee shall terminate and be of no further force or effect and execute appropriate instruments acknowledging such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture termination and the definition release of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released Person from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuerobligations hereunder.

Limitation on Liability; Release. (a) Any term or provision of this Indenture Note Agreement to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this IndentureNote Agreement, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the followingupon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with this IndentureNote Agreement; (B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; ;” or (C) in the Issuer’s exercise case of any Restricted Subsidiary which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the legal defeasance option under Section 8.01(bguarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) or if the Issuer’s obligations under this Indenture Note Agreement are otherwise discharged in accordance with Section 8.01(a)8.01; and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer.

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the followingupon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with this Indenture; (B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary;”; or (C) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Restricted Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b)4.11, the release or discharge of the guarantee by such Non-Restricted Subsidiary Guarantor of Indebtedness of Affinion Group the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and (ii) in the case of Section 10.02(c)(i)(A10.02(b)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof.

Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) A Guarantee as to any Restricted Subsidiary shall terminate and be of no further force or effect and such Guarantor that is a Subsidiary Guarantor of the Issuer shall be deemed to be released from all obligations under this Article 10 upon delivery of an Officers’ Certificate confirming one of the followingupon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, disposition or other transfer is made in compliance with this Indenture; (B) the Issuer designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (C) in the case of any Restricted Subsidiary which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or (CD) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); 8.01 and (ii) in the case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. (c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group Investments II shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor Investments II shall be deemed to be released from all obligations under this Article 10 upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture; (B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein; (C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee Investments II by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the NotesAGI; or (DB) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a)8.01; and (ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) Investments II is released from its guaranteesguarantee, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement Agreement. Notwithstanding the foregoing, in no event shall the Guarantee of Investments II be released under Section 10.02(c)(i)(A) unless and any until the Equity Interests of Designated Assets owned by Investments II on the Issue Date (or the proceeds received from the sale, transfer or other Indebtedness disposition thereof, subject to the prior rights of holders of Senior Debt pursuant to the subordination provisions herein and the Intercreditor Agreement), shall have been transferred to the Issuer or any of its Restricted Subsidiary of the IssuerSubsidiaries prior to or concurrently therewith.