Discharge of Loan. The parties hereby agree that in full and final discharge of the Loan, the Company shall issue to Lender a total of 19,511,800 shares of common stock of the Company (“Common Stock”) (with an approximate effective value of $0.005 per share). The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock. Accordingly, upon receipt of such Common Stock, Lender and Ong, jointly and severally, hereby forever waive and discharge any and all claims, demands and actions with respect to the Loan, including accrued and unpaid interest thereon.

Subject to certain conditions set forth in the Indenture, the Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or, in certain cases, U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

Discharge of Liability Any payment made in accordance with the foregoing provisions of this Section 5.7 shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company from all further obligations under the Plan with respect to the participant.

Discharge of Obligations. The acceptance of the Deed by ​ shall be deemed to be a full performance and discharge of every representation and warranty made by ​ herein and every agreement and obligation on the part of ​ to be performed pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.

You will release and discharge Emerson and its respective Directors, officers, employees and agents from any and all claims or liability of whatever nature and will execute on your Retirement Date the Release Agreement attached hereto as Exhibit A. If the Release Agreement attached as Exhibit A is not executed by you, this Agreement shall be null and void. You also agree that no benefits or other compensation described in this Agreement shall be paid or provided to you until expiration of the seven-day revocation period set forth in Paragraph 3(e) of the Release Agreement.

Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.

Loan Documents. This Amendment is a Loan Document as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Loan Documents are applicable hereto and incorporated herein by this reference.

Loan Modification. By its execution of this Amendment, the Borrower hereby authorizes the Administrative Agent to consider this Amendment its application for loan modification on the terms and conditions set forth herein.

Loan Proceeds. ​ shall use the proceeds of the Loan received by it hereunder for the purposes set forth in [Section 2.1.4].