Common use of Certain Releases Clause in Contracts

Certain Releases. TILC agrees to cause the Lessee under the Lease to use its best efforts, within 120 days of the Closing Date, (a) in the case of each Acknowledgment Party (as defined below), to obtain an Acknowledgment, and (b) in the case of each Release Party (as defined below), to obtain a Release (as defined below) and cause to be filed a related Alberta PPSA Release Filing (as defined below), in each case with respect to the applicable Affected Alberta PPSA Units leased by the Lessee under the Lease. In the event any such Acknowledgments or Releases are not obtained (or TILC determines that they will not be obtained) within such 120 day period, TILC agrees not later than the next Business Day following the conclusion of such 120 day period to transfer to the Lessee, as a capital contribution in respect of TILC's indirect 100% equity interest in the Lessee, an additional number of Pledged Units ("Additional Pledged Units") at least equal to the number of Affected Alberta PPSA Units as to which an Acknowledgment or Release (as applicable) has not been obtained. The Additional Pledged Units shall be of the same car type and of the same or newer model year (or otherwise approved by the Required Beneficiaries, which approval in each case shall not be unreasonably withheld) as the relevant Affected Alberta PPSA Units, and free and clear of all Liens (other than Permitted Liens of the type described in clauses (ii), (iv) and (v) of the definition thereof) and have a fair market value (except to a de minimis extent), utility and remaining economic useful life at least equal to the relevant Affected Alberta PPSA Units (assuming such Units were in the condition required to be maintained by the terms of the related Lease). Upon such transfer to the Lessee each Additional Pledged Unit shall automatically, without further action required, become subject to the Security Interests of the Collateral Agency Agreement as provided therein, unless and until released therefrom in accordance with the relevant provisions of the Collateral Agency Agreement. As used in this subsection,

Certain Releases. (a) TILC agrees to cause the Lessee under the Lease to use its best efforts, within 120 days of the Closing Date, efforts (ai) in the case of each Acknowledgment Party (as defined below), to obtain an Acknowledgment, and (bii) in the case of each Release Party (as defined below), to obtain a Release (as defined below) and cause to be filed a related Alberta PPSA Release Filing (as defined below), in each case with respect to the applicable Affected Alberta PPSA Units leased by the Lessee under the LeaseLease or pledged by the Lessee under the Collateral Agency Agreement, as applicable. In the event any such Acknowledgments or Releases are Releases, as applicable, have not been obtained for an Affected PPSA Unit and such Affected PPSA Unit becomes subject to any claim, action or proceeding asserting a priority interest in such Affected PPSA Unit as a result of the outstanding filing in favor of the Release Party or Acknowledgment Party, as applicable (which claim, action or TILC determines that they will proceeding is not be obtained) discharged or dismissed within such 120 day period90 days), then TILC agrees not later than the next fifth Business Day following the conclusion of such 120 90 day period to transfer to the Lessee, as a capital contribution in respect of TILC's indirect 100% equity interest in the Lessee, an additional number of Pledged Units Unit (each an "Additional Pledged UnitsUnit") at least equal for each such Affected PPSA Unit subject to the number of Affected Alberta PPSA Units as to which an Acknowledgment such claim, action or Release (as applicable) has not been obtainedproceeding. The Such Additional Pledged Units Unit shall be of the same car type and of the same or newer model year (or otherwise approved by the Required Beneficiaries, which approval in each case shall not be unreasonably withheld) as the relevant Affected Alberta PPSA UnitsUnit, and free and clear of all Liens (other than Permitted Liens of the type described in clauses (ii), (iv) and (v) of the definition thereof) and have a fair market value (except to a de minimis extent), utility and remaining economic useful life at least equal to the relevant Affected Alberta PPSA Units Unit (assuming such Units were Unit was in the condition required to be maintained by the terms of the related Lease). Upon such transfer to the Lessee each Additional Pledged Unit shall automatically, without further action required, become subject to the Security Interests of the Collateral Agency Agreement as provided therein, unless and until released therefrom in accordance with the relevant provisions of the Collateral Agency Agreement. (b) In the event that the applicable Sublease related to any Affected PPSA Unit is terminated or expires, TILC as Manager shall not, and shall not permit the Lessee to, renew any Sublease with respect to an Affected PPSA Unit with, or remarket under a new sublease any Affected PPSA Unit to, Nova (as defined below) or Marsulex (as defined below). As used in this subsection,

Certain Releases. TILC agrees Subject to cause the Lessee under the Lease to use its best effortsIntercreditor Agreement, within 120 days each of the Closing DateLenders and the Issuing Banks hereby: (i) consents to the release and hereby directs, in accordance with the terms hereof, the Collateral Agent to release any Lien held by the Collateral Agent for the benefit of the Lenders and the Issuing Banks against any of the following: (aA) all of the Collateral and all Credit Parties, upon termination of the Revolving Commitments and payment and satisfaction in full in cash of all Loans, all Reimbursement Obligations and all other Obligations (other than Contingent Obligations, Cash Management Obligations and obligations under Hedge Agreements) that the US Administrative Agent or the European Administrative Agent, as applicable, has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case in the case of each Acknowledgment Party (appropriate currency and on terms satisfactory to the US Administrative Agent or the European Administrative Agent, as defined below), to obtain an Acknowledgmentapplicable, and the applicable Issuing Banks); (bB) in the case of each Release Party (as defined below), any assets that are not ABL Collateral that are subject to obtain a Release (as defined belowLien permitted by Section 6.2(m) or securing purchase money Indebtedness or any Indebtedness with respect to Capital Leases that is incurred pursuant to Section 6.1(o) and cause subject to be filed a related Alberta PPSA Release Filing (as defined belowLien permitted by Section 6.2(p), in each case to the extent the terms of any purchase money Indebtedness or any Indebtedness with respect to Capital Leases do not permit a Lien on such acquired assets to secure the applicable Affected Alberta PPSA Units leased Obligations and to the extent such assets are not subject to a Lien in favor of the Fixed Asset Facility Collateral Agent for the benefit of the holders of the Fixed Asset Facility; and (C) any part of the Collateral sold or disposed of by a Credit Party if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement); (ii) directs, in accordance with the Lessee terms hereof, the US Administrative Agent or the European Administrative Agent, at its option and in its discretion, to release (x) any Guarantor Subsidiary from its obligations under the Lease. In the event any Guaranty if such Acknowledgments or Releases are not obtained Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (or TILC determines that they will not permitted pursuant to a waiver of or consent to a transaction otherwise prohibited by this Agreement) or is no longer required to be obtaineda Guarantor under the terms of the Credit Documents and (y) within such 120 day period, TILC agrees not later than the next Business Day following the conclusion any US Guarantor Subsidiary of such 120 day period to transfer to the Lessee, as a capital contribution its obligations in respect of TILC's indirect 100% equity interest in the Lessee, US Obligations under the Guaranty if such Person becomes an additional number of Pledged Units ("Additional Pledged Units") at least equal to the number of Affected Alberta PPSA Units as to which an Acknowledgment or Release (as applicable) has not been obtained. The Additional Pledged Units shall be of the same car type and of the same or newer model year (or otherwise approved by the Required Beneficiaries, which approval in each case shall not be unreasonably withheld) as the relevant Affected Alberta PPSA Units, and free and clear of all Liens (other than Permitted Liens of the type Excluded Subsidiary described in clauses clause (ii), (iv) and (vg) of the definition thereof) and have thereof as a fair market value result of a transaction permitted hereunder (except or permitted pursuant to a de minimis extentwaiver of or consent to a transaction otherwise prohibited by this Agreement), utility ; and (iii) directs the Agents to execute and remaining economic useful life at least equal deliver or file such termination and partial release statements and do such other things as are necessary to the relevant Affected Alberta PPSA Units (assuming such Units were in the condition required release Liens to be maintained by released pursuant to this Section 9.8(b) promptly upon the terms effectiveness of the related Lease). Upon any such transfer to the Lessee each Additional Pledged Unit shall automatically, without further action required, become subject to the Security Interests of the Collateral Agency Agreement as provided therein, unless and until released therefrom in accordance with the relevant provisions of the Collateral Agency Agreement. As used in this subsection,release.

Certain Releases. TILC agrees to cause the Lessee under the Lease to use its best efforts, within 120 days of the Closing Date, (a) in the case of each Acknowledgment Party (as defined below), to obtain an Acknowledgment, and (b) in the case of each Release Party (as defined below), to obtain a Release (as defined below) and cause to be filed a related Alberta PPSA Release Filing (as defined below), in each case with respect to the applicable Affected Alberta PPSA Units leased by the Lessee under the Lease. In the event any such Acknowledgments or Releases are not obtained (or TILC determines that they will not be obtained) within such 120 day period, TILC agrees not later than the next Business Day following the conclusion of such 120 day period to transfer to the Lessee, as a capital contribution in respect of TILC's indirect 100% equity interest in the Lessee, an additional number of Pledged Units ("Additional Pledged Units") at least equal to the number of Affected Alberta PPSA Units as to which an Acknowledgment or Release (as applicable) has not been obtained. The Additional Pledged Units shall be of the same car type and of the same or newer 56 model year (or otherwise approved by the Required Beneficiaries, which approval in each case shall not be unreasonably withheld) as the relevant Affected Alberta PPSA Units, and free and clear of all Liens (other than Permitted Liens of the type described in clauses (ii), (iv) and (v) of the definition thereof) and have a fair market value (except to a de minimis extent), utility and remaining economic useful life at least equal to the relevant Affected Alberta PPSA Units (assuming such Units were in the condition required to be maintained by the terms of the related Lease). Upon such transfer to the Lessee each Additional Pledged Unit shall automatically, without further action required, become subject to the Security Interests of the Collateral Agency Agreement as provided therein, unless and until released therefrom in accordance with the relevant provisions of the Collateral Agency Agreement. As used in this subsection,