Common use of Discharge and Release Clause in Contracts

Discharge and Release. 4.1 The Guarantor hereby declares that this Guarantee shall remain in full force and effect if the Terms and Conditions are amended in accordance with Condition 15.1 of the Terms and Conditions. 4.2 Any discharge or release and any composition or arrangement which the Guarantor may effect with the Debentureholders' Representative or the Debentureholders shall be deemed to be made subject to the condition that it will be void if any payment, performance or security which the Debentureholders' Representative or any other Debentureholder has received or may receive from any person in respect of the Guaranteed Amounts is required to be set aside, refunded or reduced under any applicable law or proves to have been invalid. If such condition is satisfied, the Debentureholders' Representative and the Debentureholders shall be entitled to recover from the Guarantor on demand the value of such security or the amount of any such payment as if such discharge, release, composition or arrangement had not been effected. 4.3 Subject to Clause 4.2 above, the Guarantor shall be subrogated to all rights of the Debentureholders against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the Guaranteed Amount shall have been irrevocably paid in full.

Discharge and Release. 4.1 The Guarantor hereby declares that Guarantors may not terminate this Guarantee shall remain in full force and effect if by notice to the Terms and Conditions are amended in accordance with Condition 15.1 of the Terms and ConditionsBeneficiaries or otherwise. 4.2 Any Subject to clauses 4.1 and 4.3, upon the occurrence of a Qualified Public Listing and conversion of all of the shares of Series A Preferred Stock into Common Stock (the Specified Date), the Beneficiaries shall, at the request and cost of the Guarantors, discharge or release and any composition or arrangement which the Guarantor may effect with the Debentureholders' Representative or the Debentureholders shall be deemed to be made subject to the condition that it will be void if any payment, performance or security which the Debentureholders' Representative or any other Debentureholder has received or may receive from any person in respect each of the Guaranteed Amounts is required to be set aside, refunded or reduced under any applicable law or proves to have been invalid. If such condition is satisfied, the Debentureholders' Representative and the Debentureholders shall be entitled to recover from the Guarantor on demand the value of such security or the amount of any such payment as if such discharge, release, composition or arrangement had not been effected. 4.3 Subject to Clause 4.2 above, the Guarantor shall be subrogated to all rights of the Debentureholders against the Issuer in respect of any amounts paid Guarantors by written instrument signed by the Guarantor pursuant to the provisions of this Guarantee; Beneficiaries, provided, however, that this Guarantee shall continue in full force and effect, and the Guarantor Guarantors shall not be entitled to enforce released or to receive discharged with respect to, (i) any payments unpaid Guaranteed Amount payable as of the Specified Date or (ii) any Guaranteed Amount arising out ofunder Section 2.2 of the Purchase Agreement (whether payable as of the Specified Date or thereafter), or based uponuntil, in either case, such right of subrogation until the Guaranteed Amount shall Amounts have been irrevocably paid in full. 4.3 Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Amount is rescinded or must otherwise be restored by any Beneficiary upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any member of the Group or any other person or entity, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any member of the Group or any other person or entity or any substantial part of its property, or otherwise.