other Person that is required to become a party to this Agreement pursuant to
Section 5.11 of the Credit Agreement shall become a Guarantor as required by the
Credit Agreement for all purposes of this Agreement upon execution and delivery
by such Subsidiary of a Joinder Agreement in the form of Annex 1 hereto.
5.15. Releases. At such time as there has been a Discharge of the Guaranteed
Obligations, this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Agent and each Guarantor hereunder
shall terminate, all without delivery of any instrument or performance of any
act by any party. At the request and sole expense of any Guarantor following any
such termination, the Agent shall execute and deliver to such Guarantor such
documents as such Guarantor shall reasonably request to evidence such
termination.
5.16. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN
18
THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
[This Space Intentionally Left Blank]
19
IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement
to be duly executed and delivered as of the date first above written.1
GUARANTORS: [NAME OF GUARANTOR] By:
Title:
Name:
[ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED] AGENT:
1
NTD: Akin Gump to add in the company signature blocks.
SIGNATURE PAGE TO GUARANTY AGREEMENT
HPS INVESTMENT PARTNERS, LLC, as Agent By:
Name:
Title:
SIGNATURE PAGE TO GUARANTY AGREEMENT
Annex 1 to
Guaranty Agreement
JOINDER AGREEMENT, dated as of
, 20
, made by
, a
corporation (the "Additional
Guarantor"), in favor of HPS INVESTMENT PARTNERS, LLC, as administrative agent
and collateral agent (in such capacity, the "Agent") for (i) the banks and other
financial institutions and entities (the "Lenders") parties to the Credit
Agreement referred to below, and (ii) the other Guaranteed Parties (as defined
in the Guaranty Agreement (as hereinafter defined)). All capitalized terms not
defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H:
WHEREAS, AFFINION GROUP HOLDINGS, INC. ("Holdings"), AFFINION GROUP, INC. (the
"Borrower"), the Lenders, and the