Common use of Release Procedure Clause in Contracts

Release Procedure. If and only if no Insolvency Action has occurred, then ----------------- effective the Release Date: a. DBS, on behalf of itself and the other DBS Releasees, agrees as follows: i. DBS, on behalf of itself and each other DBS Releasee, fully and forever releases and discharges each of the MPI Releasees (which do not include MPS or MPM) from and against any and all claims, damages and causes of action they may have against each such person or entity with respect to any matter under the provisions of, arising out of or in connection with, the Loan Documents, including any breach of any representation or warranty or noncompliance or nonfulfillment of any covenant or agreement set forth in such documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any DBS Releasee may have against any MPI Releasee for fraud or willful misconduct with respect to any of the Loan Documents, or (B) the obligations of MPI under this Agreement. ii. DBS agrees that each of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPI, regardless of whether they are in default, are fully and completely terminated and rendered devoid of legal effect and unenforceable, such that even provisions of the Loan Documents that, according to their terms, survive termination, are terminated and nullified. Further, DBS acknowledges and agrees that any loan, debt, liability or other obligation created pursuant to or arising out of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPI, as well as any writings, agreements, notes or certificates representing such loan, debt, liability or obligations, are canceled and rendered devoid of force and effect. iii. Notwithstanding anything in this Agreement to the contrary, in particular (but without prejudice to the generality of this Section 3.a.iii.) Section 3.a.ii. above: A. MPI's liability under the Guarantees shall only be discharged effective the date which is ninety calendar days after the calendar date MPI pays to DBS the US$1,177,397.20 required under Section 2.a.i. of this Agreement. B. Nothing herein shall be construed as a waiver by DBS of any of DBS's rights and remedies against MPS and/or MPM whether in connection with MPS' liquidation or under the Deed, Supplemental Deeds, the Restatement and the Loan Documents and DBS reserves and retains all such rights and remedies (legal, equitable or otherwise) against MPS and MPM. b. MPI, on behalf of itself and the other MPI Releasees, agrees as follows: i. MPI, on behalf of itself and each other MPI Releasee, fully and forever releases and discharges each of the DBS Releasees from any claims, damages, and causes of action it or they may have against any of them with respect to any matter under the provisions of, arising out of or in connection with the Loan Documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any MPI Releasee may have against any DBS Releasee for fraud or willful misconduct with respect to any of the Loan Documents, or (B) the obligations of DBS under this Agreement. ii. MPI acknowledges and agrees that each of the Loan Documents are fully and completely terminated and rendered devoid of force and effect, such that even provisions of the Loan Documents and each of their respective related agreements, letters, documents and instruments that, according to their terms, survive termination, are terminated and nullified.

Release Procedure. If and only if no Insolvency Action has occurred, then ----------------- effective on the Release Date: a. DBSSSC, on behalf of itself and the other DBS SSC Releasees, agrees as follows: i. DBSSSC, on behalf of itself and each other DBS SSC Releasee, fully and forever releases and discharges each of the MPI Releasees (which do not include MPS or MPM) from and against any and all claims, damages and causes of action they may have against each such person or entity with respect to any matter under the provisions of, arising out of or in connection with, the Loan Documents, including any breach of any representation or warranty or noncompliance or nonfulfillment of any covenant or agreement set forth in such documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any DBS SSC Releasee may have against any MPI Releasee for fraud or willful misconduct with respect to any of the Loan Documents, Documents or (B) any of the obligations of MPI under transactions contemplated by this Agreement. ii. DBS SSC agrees that each of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPIDocuments, regardless of whether they are in default, are fully and completely terminated and rendered devoid of legal effect and unenforceable, such that even provisions of the Loan Documents that, according to their terms, survive termination, are terminated and nullified. Further, DBS SSC acknowledges and agrees that any loan, debt, liability or other obligation created pursuant to or arising out of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPIDocuments, as well as any writings, agreements, notes or certificates representing such loan, debt, liability or obligations, are canceled and rendered devoid of force and effect. iii. Notwithstanding anything in this Agreement to the contrary, in particular (but without prejudice to the generality of this Section 3.a.iii.) Section 3.a.ii. above: A. MPI's liability under the Guarantees shall only be discharged effective the date which is ninety calendar days after the calendar date MPI pays to DBS the US$1,177,397.20 required under Section 2.a.i. of this Agreement. B. Nothing herein shall be construed as a waiver by DBS of any of DBS's rights and remedies against MPS and/or MPM whether in connection with MPS' liquidation or under the Deed, Supplemental Deeds, the Restatement and the Loan Documents and DBS reserves and retains all such rights and remedies (legal, equitable or otherwise) against MPS and MPM. b. MPI, on behalf of itself and the other MPI Releasees, agrees as follows: i. MPI, on behalf of itself and each other MPI Releasee, fully and forever releases and discharges each of the DBS SSC Releasees from any claims, damages, and causes of action it or they may have against any of them with respect to any matter under the provisions of, arising out of or in connection with the Loan Documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any MPI Releasee may have against any DBS SSC Releasee for fraud or willful misconduct with respect to any of the Loan Documents, Documents or (B) any of the obligations of DBS under transactions contemplated by this Agreement. ii. MPI acknowledges and agrees that each of the Loan Documents are fully and completely terminated and rendered devoid of force and effect, such that even provisions of the Loan Documents and each of their respective related agreements, letters, documents and instruments that, according to their terms, survive termination, are terminated and nullified.

Release Procedure. a. If and only if the Preliminary Partial Satisfaction and First Partial Satisfaction have occurred and no Insolvency Action has occurred, then ----------------- effective --------- the First Release Date, the Outstanding Guarantee Indebtedness shall be reduced ---------------------- to US$1 million. Except as expressly provided otherwise in this subsection 3.a. or subsections 3.b. of this Agreement, the Loan Documents shall remain in full force and effect at all times after the Effective Date. b. If and only if a Full Satisfaction has occurred and no Insolvency Action has occurred, then effective the Second Release Date:: --------------------------------- a. DBSi. The Investors, on behalf of itself themselves and the other DBS Investor Releasees, agrees agree as follows: i. DBS(1) The Investors, on behalf of itself themselves and each other DBS Investor Releasee, fully and forever releases release and discharges discharge each of the MPI Releasees (which do not include MPS or MPM) from and against any and all claims, damages and causes of action they may have against each such person or entity with respect to any matter under the provisions of, arising out of or in connection with, the Loan Documents, including any breach of any representation or warranty or noncompliance or nonfulfillment of any covenant or agreement set forth in such documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any DBS Releasee Investor may have against (a) any MPI Releasee for fraud or willful misconduct with respect to any of the Loan Documents, Documents or any of the transactions contemplated by this Agreement or (Bb) the obligations of MPI under pursuant to this Agreement. ii. DBS agrees (2) The Investors agree that each of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPIDocuments, regardless of whether they are in default, are fully and completely terminated and rendered devoid of legal effect and unenforceable, such that even provisions of the Loan Documents that, according to their terms, survive termination, are terminated and nullified. Further, DBS acknowledges the Investors acknowledge and agrees agree that any loan, debt, liability or other obligation created pursuant to or arising out of the Loan Documents so far as they relate to Agreement, the Guarantee or are enforceable against or capable of relating to or capable of being enforceable against MPIthe Subscription Agreement, as well as any writings, agreements, notes or certificates representing such loan, debt, liability or obligations, are canceled and rendered devoid of force and effect. iiiii. Notwithstanding anything in this Agreement to the contrary, in particular (but without prejudice to the generality of this Section 3.a.iii.) Section 3.a.ii. above: A. MPI's liability under the Guarantees shall only be discharged effective the date which is ninety calendar days after the calendar date MPI pays to DBS the US$1,177,397.20 required under Section 2.a.i. of this Agreement. B. Nothing herein shall be construed as a waiver by DBS of any of DBS's rights and remedies against MPS and/or MPM whether in connection with MPS' liquidation or under the Deed, Supplemental Deeds, the Restatement and the Loan Documents and DBS reserves and retains all such rights and remedies (legal, equitable or otherwise) against MPS and MPM. b. MPI, on behalf of itself and the other MPI Releasees, agrees as follows: i. (1) MPI, on behalf of itself and each other MPI Releasee, fully and forever releases and discharges each of the DBS Investor Releasees from any claims, damages, and causes of action it or they may have against any of them with respect to any matter under the provisions of, arising out of or in connection with the Loan Documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any MPI Releasee may have against (a) any DBS Investor Releasee for fraud or willful misconduct with respect to any of the Loan Documents, Documents or any of the transactions contemplated by this Agreement or (Bb) the obligations of DBS under any Investor pursuant to this Agreement. ii. (2) MPI acknowledges and agrees that each of the Loan Documents are fully and completely terminated and rendered devoid of force and effect, such that even provisions of the Loan Documents Agreement, the Guarantee, the Subscription Agreement and each of their respective related agreements, letters, documents and instruments that, according to their terms, survive termination, are terminated and nullified.

Release Procedure. If and only if no Insolvency Action has occurred, then ----------------- effective the Release Date: : a. DBSORIX, on behalf of itself and the other DBS ORIX Releasees, agrees as follows: i. DBSORIX, on behalf of itself and each other DBS ORIX Releasee, fully and forever releases and discharges each of the MPI Releasees (which do not include MPS or MPM) from and against any and all claims, damages and causes of action they may have against each such person or entity with respect to any matter under the provisions of, arising out of or in connection with, the Loan Documents, including any breach of any representation or warranty or noncompliance or nonfulfillment of any covenant or agreement set forth in such documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action actions any DBS ORIX Releasee may have against any MPI Releasee for fraud or willful wilful misconduct with respect to any of the Loan Documents, Documents or (B) any of the obligations of MPI under transactions contemplated by this Agreement. ii. DBS ORIX agrees that each of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPIDocuments, regardless of whether they are in default, are fully and completely terminated and rendered devoid of legal effect and unenforceable, such that even provisions of the Loan Documents that, according to their terms, survive termination, are terminated and nullified. Further, DBS ORIX acknowledges and agrees that any loan, debt, liability or other obligation created pursuant to or arising out of the Loan Documents so far as they relate to or are enforceable against or capable of relating to or capable of being enforceable against MPIDocuments, as well as any writings, agreements, notes or certificates representing such loan, debt, liability or obligations, are canceled and rendered devoid of force and effect. iii. Notwithstanding anything in this Agreement to the contrary, in particular (but without prejudice to the generality of this Section 3.a.iii.) Section 3.a.ii. above: A. MPI's liability under the Guarantees shall only be discharged effective the date which is ninety calendar days after the calendar date MPI pays to DBS the US$1,177,397.20 required under Section 2.a.i. of this Agreement. B. Nothing herein shall be construed as a waiver by DBS of any of DBS's rights and remedies against MPS and/or MPM whether in connection with MPS' liquidation or under the Deed, Supplemental Deeds, the Restatement and the Loan Documents and DBS reserves and retains all such rights and remedies (legal, equitable or otherwise) against MPS and MPM. b. MPI, on behalf of itself and the other MPI Releasees, agrees as follows: i. MPI, on behalf of itself and each other MPI Releasee, fully and forever releases and discharges each of the DBS ORIX Releasees from any claims, damages, and causes of action it or they may have against any of them with respect to any matter under the provisions of, arising out of or in connection with the Loan Documents; provided that such release and discharge shall not extend to (A) any claims, damages and causes of action any MPI Releasee may have against any DBS ORIX Releasee for fraud or willful misconduct with respect to any of the Loan Documents, Documents or (B) any of the obligations of DBS under transactions contemplated by this Agreement. ii. MPI acknowledges and agrees that each of the Loan Documents are fully and completely terminated and rendered devoid of force and effect, such that even provisions of the Loan Documents and each of their respective related agreements, letters, documents and instruments that, according to their terms, survive termination, are terminated and nullified.