Common use of Payment; Closing Clause in Contracts

Payment; Closing. Designated Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities. In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being purchased by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Underwriting Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein. Concurrently with the delivery of and payment for the Designated Securities, the Company will deliver to the Representative for the accounts of the Underwriters a wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in paragraph (B) of this Section 2 and in the Underwriting Agreement related to such securities.

Payment; Closing. Designated Securities (a) Each Investor hereby agrees to pay its Cash Elections Purchase Amount, by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, on the settlement date of the Exchange Offers, which shall be the third Business Day following the expiration date thereof, so long as (i) all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof, (ii) all conditions to the consummation of the Exchange Offers have been satisfied or waived in accordance with the terms thereof and (iii) all conditions to the occurrence of the effective date of the Restructuring in accordance with the Support Agreement have been satisfied or waived in accordance with the Support Agreement (other than those conditions that are to be purchased satisfied by each Underwriter pursuant action taken upon the effectiveness of the Restructuring, but subject to the Underwriting Agreement relating theretosatisfaction or waiver of such conditions upon the effectiveness of the Restructuring) (the “Closing Date”). (b) Each Investor hereby agrees to pay its Optional Refinancings Investor Purchase Amount, in such authorized denominations by wire transfer of immediately available funds to an account designated by the Issuer, by 10:00 a.m., New York City time, on (i) the Business Day immediately preceding the date on which the applicable Affinion Party must fund the required amounts with the applicable trustee or other agent to consummate the applicable Optional Refinancing or (ii) if the Affinion Parties have elected to satisfy and registered in such names as discharge the Representative may request upon at least forty-eight hours’ prior applicable indenture on the date that notice of optional redemption is given to the Companyholders of a series of Existing Notes and have so notified the Investors in accordance with Section 2.02(c), the date of such notice of optional redemption (each, a “Subsequent Funding Date”), so long as all conditions to the Investors obligations hereunder have been satisfied or waived in accordance with the terms hereof (including the conditions set forth in Section 2.02(c)) and the Exchange Offers have been consummated. (c) On the Closing Date and each Subsequent Funding Date, the Issuer shall take all necessary actions with the Trustee and DTC to have the New Notes be delivered by issued in book-entry form under the same CUSIP (if fungible for tax purposes), and shall notify the Investors of any actions required to be taken by, or on behalf of the Company Investors through their respective broker, for the New Notes purchased by any Investor on the Closing Date or any Subsequent Funding Date to the Representative for be credited to the account of such UnderwriterInvestor in accordance with applicable procedures of DTC. All New Warrants issued in connection with the Funding Fee will be issued in book-entry, against payment uncertificated form, and the Transfer Agent shall send each Investor a direct registration (DRS) account statement reflecting ownership of the New Warrants held by such Underwriter Investor. (d) The Issuer hereby agrees to issue to the Initial Investors on the Closing Date, whether or on its behalf not the Initial Investors effect a Purchase but subject to the occurrence of the purchase price therefor Closing Date and the provisions of this Section 2.03(c), $17,500,000 in aggregate principal amount of New Notes (the “Financing Fee”) which shall be issued with New Warrants as more particularly described in Section 2.03(f). The Financing Fee shall be deemed earned on the Closing Date, and paid to the Initial Investors pro rata in accordance with each Initial Investor’s Purchase Percentage on the date hereof, in consideration for the Initial Investors’ execution of this Agreement; provided, however, that the Issuer will not be obligated to pay the Financing Fee to an Initial Investor if such Initial Investor is in material default as of the Closing Date under any of its obligations the satisfaction of which is required to effect the Restructuring or the Support Agreement and such default is not cured by such Initial Investor on or before (i) with respect to a default under this Agreement, the fifth (5th) Business Day following the Issuer’s delivery of a notice of such breach to such Initial Investor, and (ii) with respect to a default under the Support Agreement, the end of the applicable cure period under the Support Agreement. (e) To the extent the Investors effect a Purchase, the Issuer hereby agrees to issue (the “Funding Fee”) to each Investor effecting such a Purchase: (i) New Warrants exercisable for a number of shares of Common Stock representing a percentage of the Post-Pre-Emptives Diluted Equity equal to (I) 16.25% multiplied by (II) its Purchase Percentage multiplied by (III) a fraction (x) the numerator of which is equal to the sum of (A) the aggregate principal amount of Existing Notes repurchased for cash in the funds Exchange Offers and in (B) the manner specified in such Underwriting Agreement, all at aggregate principal amount of Existing Notes outstanding immediately following the place consummation of the Exchange Offers and time and date specified in such Underwriting Agreement or at such other place and time and date as (y) the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities. In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number denominator of Optional Securities which bears the same ratio is equal to the aggregate number principal amount of Optional Securities being purchased as Existing Notes outstanding immediately prior to the number of Firm Securities consummation of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to Exchange Offers (less the aggregate number principal amount of Firm Securities of such type of Securities being purchased Existing Notes exchanged by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as Investors in the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities Exchange Offers or that were at any time subject to the obligations set forth in whole, or from time the Support Agreement to time tender into the Exchange Offers); and (ii) New Notes in part, on or before the thirtieth day following the date an aggregate principal amount equal to 3.5% of the Underwriting Agreement, aggregate principal amount of New Notes purchased by written notice from the Representative such Investor pursuant to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as this Agreement on the Closing Date but and on each Subsequent Funding Date, which shall not be earlier than the Closing Date nor later than the tenth full business day after issued with New Warrants as more particularly described in Section 2.03(f). The Funding Fee, which shall be deemed earned as of the date of such notice Purchase, shall be issued to each Investor upon receipt of such Investor’s Cash Elections Purchase Amount or Optional Refinancings Purchase Amount, as applicable, by the Company. (f) The New Warrants to be issued to the Investors in connection with their receipt of New Notes (i) in exchange for their Existing Notes pursuant to the Exchange Offer, (ii) upon funding of the Put Options in accordance with Section 2.02, (iii) in satisfaction of the Financing Fee in accordance with Section 2.03(d) and (iv) in satisfaction of a component of the Funding Fee in accordance with Section 2.03(e)(ii) (collectively, the “Option Closing DateApplicable New Notes”). Any such notice ) shall be given at least two business days prior represent, in the aggregate, a percentage of the Post-Pre-Emptives Diluted Equity equal to the date, time and place product of delivery specified therein. Concurrently with the delivery of and payment for the Designated Securities, the Company will deliver to the Representative for the accounts of the Underwriters a wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable (A) 15% multiplied by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in paragraph (B) a fraction (1) the numerator of this which is equal to the aggregate principal amount of the Applicable New Notes issued to Investors in accordance with the foregoing, and (2) the denominator of which is equal to the aggregate principal amount of all the New Notes outstanding immediately after all issuances of New Notes on the Closing Date (assuming solely for the purposes of such calculation that all of the Optional Refinancings have also been consummated on the Closing Date). Such New Warrants shall be issued to the Investors pro rata in accordance with each Investor’s percentage of the Applicable New Notes issued to all Investors. For the avoidance of doubt, such New Warrants shall be in addition to any New Warrants issued to Investors under Section 2 and in the Underwriting Agreement related to such securities2.03(e)(i).

Payment; Closing. Designated Securities (a) The Backstop Provider hereby agrees to be purchased pay the applicable portion of the Purchase Price in respect of its Subscription Purchase and Backstop Purchase, respectively, by each Underwriter pursuant wire transfer of immediately available funds to the Underwriting Agreement relating thereto, in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to an account designated by the Company, by 10:00 am New York City time on the date on which all conditions to the occurrence of the effective date of the Restructuring in accordance with the Definitive Documentation (the “Effective Date”) (other than the condition of receipt of payment from the Backstop Provider of applicable portion of the Purchase Price in respect of their Subscription Purchase and Backstop Purchase) have been satisfied or waived in accordance with the RSA (as applicable, the “Payment Date”). (b) On the Effective Date, the Company shall take all necessary actions with the Trustee and DTC to have the New International Notes be delivered by issued in book-entry form, and shall notify the Backstop Provider of any actions required to be taken by, or on behalf of the Company Backstop Provider through its broker, for the New International Notes purchased by the Backstop Provider on the Effective Date to the Representative for be credited to the account of such Underwriterthe Backstop Provider in accordance with applicable procedures of DTC. All shares of New Common Stock that are purchased in the Rights Offering will be issued in book-entry, against payment by such Underwriter or on its behalf uncertificated form, and the Transfer Agent shall send the Backstop Provider a direct registration (DRS) account statement reflecting ownership of the purchase price therefor in the funds and in the manner specified in such Underwriting Agreement, all at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Representative and the Company may agree upon in writing, such time and date being herein called the “Closing Time” for such Designated Securities. In the event that the Underwriters exercise their option to purchase the Optional Securities, each Underwriter shall be entitled to purchase the number shares of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being New Common Stock purchased by the several Underwriters Backstop Provider in the Rights Offering. (c) The Company hereby agrees to pay or cause the Backstop Provider to be paid the Backstop Premium, which shall only be deemed earned on the Effective Date, on the Effective Date, in consideration for the Backstop Provider’s agreement to effect a Backstop Purchase herein upon the satisfaction or waiver of the conditions set forth in Section 7.1; provided, however, that the Company will not be obligated to pay the Backstop Premium to the Backstop Provider if the Backstop Provider is in material default as of the Payment Date under any of its obligations the satisfaction of which is required to effect the Restructuring pursuant to the Agreement or the RSA and such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as default is not cured by the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, Backstop Provider on or before (i) with respect to a default under this Agreement, the thirtieth day fifth (5th) Business Day following the date Company’s delivery of a notice of such breach to the Backstop Provider, and (ii) with respect to a default under the RSA, the end of the Underwriting Agreement, by written notice from applicable cure period under the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein. Concurrently with the delivery of and payment for the Designated Securities, the Company will deliver to the Representative for the accounts of the Underwriters a wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in paragraph (B) of this Section 2 and in the Underwriting Agreement related to such securitiesRSA.

Payment; Closing. Designated Securities (a) Each Backstop Provider hereby agrees, severally, but not jointly, to be purchased pay the applicable Subscription Price in respect of its Subscription Purchase, Backstop Purchase and Supplemental Backstop Purchase by each Underwriter pursuant wire transfer of immediately available funds to an account designated by the Company (i) in the case of the Subscription Purchase and the Backstop Purchase, on the date on which all conditions to the Underwriting Agreement relating theretooccurrence of the Effective Date (other than the condition of receipt of payment from the Backstop Providers of the Subscription Price in respect of their Subscription Purchase and Backstop Purchase) have been satisfied or waived or on such other date as may be mutually agreed by the Company and the Backstop Providers or (ii) in the case of the Supplemental Backstop Purchase, the fifth Business Day after the Company’s delivery of the Supplemental Backstop Notice (as applicable, the “Payment Date”). (b) On the Effective Date (in such authorized denominations the case of the Subscription Purchase and registered the Backstop Purchase) or promptly after the applicable Payment Date (in such names as the Representative may request upon at least forty-eight hours’ prior notice case of the Supplemental Backstop Purchase), the Company shall deliver to the nominee of The Depository Trust Company, shall be delivered by or on behalf of the Company to the Representative for the account of such Underwritereach Backstop Provider, against one or more global notes representing the aggregate of its Subscription Purchase, Backstop Purchase and Supplemental Backstop Purchase in connection with which the Company shall have received payment by such Underwriter or on its behalf of the purchase price therefor in (the funds “Purchase Price”). (c) Subject to Section 2.3(d), and in addition to the manner specified in such Underwriting Limited Subsidiary Guarantee, the Company and the Subsidiary Guarantors hereby agree to pay each Backstop Provider its Backstop Commitment Fee, which shall be deemed earned as of the execution and delivery of this Agreement, all at on the place and time and date specified in such Underwriting earlier of the Effective Date, the termination of this Agreement or at such other place and time and date as the Representative and rejection of this Agreement pursuant to Section 365 of the Bankruptcy Code in consideration for each Backstop Provider’s agreement to effect a Backstop Purchase or Supplemental Backstop Purchase herein; provided, however, that neither the Company may agree upon nor any Subsidiary Guarantor will be obligated to pay a Backstop Commitment Fee to any Backstop Provider (i) that is in writing, such time and date being herein called material default under any of its obligations under this Agreement as of the “Closing Time” for such Designated Securities. In Payment Date or (ii) in the event that the Underwriters exercise their option to purchase Effective Date does not occur as a result of any Backstop Provider’s breach of any of its obligations under this Agreement or the Optional Securities, each Underwriter shall be entitled to purchase the number of Optional Securities which bears the same ratio to the aggregate number of Optional Securities being purchased as the number of Firm Securities of the same type of securities as the Optional Securities set forth opposite the name of Restructuring Support Agreement and such Underwriter on Schedule I to the applicable Underwriting Agreement bears to the aggregate number of Firm Securities of such type of Securities being purchased breach is not cured by the several Underwriters pursuant to such Underwriting Agreement, subject to adjustments to eliminate any fractional shares as the Representative in its sole discretion shall make. The purchase price for such Optional Securities shall be equal to the purchase price of the Firm Securities of the same type. The Underwriters may exercise the option to purchase the Optional Securities at any time in whole, or from time to time in part, Backstop Provider on or before the thirtieth day fifth Business Day following the date Company’s delivery of a notice of such breach to the Backstop Providers. In the case of a breach as described in clause (ii) of the Underwriting Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date, time and place for the delivery and payment of the Optional Securities which may be the same date, time and place as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (the “Option Closing Date”). Any such notice shall be given at least two business days prior to the date, time and place of delivery specified therein. Concurrently with the delivery of and payment for the Designated Securitiesimmediately preceding sentence, the Company will deliver hereby assigns to the Representative for the accounts each curing Backstop Provider any right of the Underwriters a wire transfer to the order of the party designated in the Underwriting Agreement relating to such securities in the amount of any compensation payable by the Company to pursue any claim, whether at law or in equity, against any breaching Backstop Provider. Each of the Underwriters Company and the Subsidiary Guarantors agree to pay the Backstop Commitment Fee in respect of any Delayed Delivery Contracts defaulting Backstop Provider to any curing Backstop Provider pro rata based on the aggregate principal amount of Rights Offering Senior Subordinated Notes not purchased by a defaulting Backstop Provider but purchased by a curing Backstop Provider (and each Backstop Provider hereby consents to such payment). (d) Notwithstanding the terms of Section 2.3(c), upon the occurrence of the Effective Date of the Plan (or any other plan that the Backstop Providers consent to as provided in paragraph (B) the Plan for purposes of this Agreement), each Backstop Provider’s Backstop Commitment Fee will be automatically reduced by an amount equal to 4.0% of its Subscription Amount. Subject to Section 2 2.3(c), if the Effective Date has not occurred by the 60th day following the Petition Date (the “Backstop Termination Date”), this Agreement shall terminate and the Backstop Commitment Fee shall automatically become due and payable to each Backstop Provider that is not in material default under this Agreement or the Restructuring Support Agreement; provided, however, that the Required Backstop Providers may extend the Backstop Termination Date, in their sole discretion, and, in the Underwriting case of such extension, the Backstop Commitment Fee shall not become due and payable until the earlier of the Effective Date, the termination or the rejection of this Agreement related or the Backstop Termination Date, as extended. If the Backstop Commitment Fee becomes payable, but the Plan is not consummated, the Company shall pay the Backstop Commitment Fee to such securitieseach Backstop Provider in cash as an administrative expense under Section 503 of the Bankruptcy Code.