Security for the Notes Sample Clauses
Security for the Notes. The Notes will be secured by a Security Agreement made by the Fund in favor of the Note Agent (as the same may be amended, restated, modified, supplemented or replaced from time to time, the “Security Agreement”), which will be substantially in the form attached hereto as Exhibit 2.2. The Security Agreement creates and will create a first priority Lien on and security interest in the Collateral described therein subject to Permitted Liens.
Security for the Notes. The Notes and the obligations of the Current Issuer under the Current Issuer Trust Deed will be secured in the manner provided in the Current Issuer Deed of Charge and with the benefit of the charges, covenants and other security interests provided for therein including, without limitation, (i) an assignment by way of first fixed security of the Current Issuer's right, title, interest and benefit in the Intercompany Loan Agreement, the Swap Agreements, the Funding Deed of Charge (as amended by the Deeds of Accession and the Current Deed of Accession), the Current Issuer Trust Deed, the Notes, the Current Issuer Paying Agent and Agent Bank Agreement, the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Agreement, the Current Issuer Bank Account Agreement, the Post-Enforcement Call Option Agreement, this Agreement, the Subscription Agreement and any other of the Legal Agreements to which the Current Issuer is a party; (ii) an assignment by way of first fixed charge over the Current Issuer Transaction Accounts; (iii) a first fixed charge (which may take effect as a floating charge) over the Current Issuer's right, title, interest and benefit to any Authorised Investments made with moneys standing to the credit of any of the Current Issuer Bank Accounts; and (iv) a first ranking floating charge over the whole of the assets and undertaking of the Current Issuer which are not otherwise effectively subject to any fixed charge or assignment by way of security;
Security for the Notes. The Notes to be issued on the Closing Date may be executed by the Issuer, and delivered to the Trustee for authentication, and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon delivery by the Issuer to the Trustee, and receipt by the Trustee, of the following:
Security for the Notes the Notes and the obligations of the Issuer under the Trust Deed will be secured in the manner provided in the Deed of Charge and with the benefit of the charges, covenants and other security provided for therein including, without limitation:
(i) a first fixed charge and mortgage in favour of the Trustee over the Issuer's present and future right, title, interest and benefit in, to and under the Loans, the Mortgages and certain other collateral security relating to the Loans (the Mortgages together with such collateral security being the "Collateral Security");
(ii) an assignment by way of security in favour of the Trustee of the Issuer's present and future right, title, interest and benefit in, to and under the Title Insurance Policy to the extent that it relates to the Loans;
(iii) an assignment by way of security in favour of the Trustee of the Issuer's present and future right, title, interest and benefit in, to and under the Master Securitisation Agreement, the Mortgage Administration Agreement, the Mortgage Management Agreement, the Cash Management Agreement, the DACS 1/Issuer Mortgage Sale Agreement, the Guaranteed Investment Contract, the Fixed Rate Swap Agreement, the Interest Rate Cap Agreement, the Basis Swap Agreement, the Bank Agreement, the Liquidity Facility Agreement, the Collection Account Declaration of Trust, the Paying Agency Agreement and the Standby Cash Management Agreement (the "Charged Obligation Documents");
(iv) a first fixed charge in favour of the Trustee over the Issuer's present and future right, title, interest and benefit in, to and under the Bank Accounts;
(v) a first fixed charge and assignment by way of security in favour of the Trustee over the Issuer’s present and future right, title, interest and benefit in, to and under any Authorised Investments; and
(vi) a first floating charge in favour of the Trustee over the whole of the undertaking, property, assets and rights of the Issuer not effectively charged and/or assigned by way of fixed security pursuant to paragraphs (i) to (v) above (together with the security interests referred to in (i) to (v) above, the "Security").
Security for the Notes. (a) The Notes will be entitled to the benefit of and will be secured by the following contracts and agreements, each of which will be in form and substance satisfactory to you and your special counsel:
(i) the Security Agreement dated as of May 18, 1992 made by the Company in favor of The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SECURITY AGREEMENT");
(ii) the Subsidiaries Security Agreement dated as of May 18, 1992 made by UAM Holdings, UAM Trademark and UAM Investment in favor of The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES SECURITY AGREEMENT");
(iii) the Pledge Agreement dated as of May 18, 1992 by and between the Company and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "PLEDGE AGREEMENT");
(iv) the Subsidiaries Pledge Agreement dated as of May 18, 1992 by and between UAM Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES PLEDGE AGREEMENT");
(v) the ▇▇▇▇▇▇▇ Pledge Agreement dated as of August 25, 1993 by and between ▇▇▇▇▇▇▇ and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ PLEDGE AGREEMENT");
(vi) the UAM U.K. Holdings Pledge Agreement dated as of November 17, 1993 by and between UAM U.K. Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as supplemented by the Supplementary Pledge Agreement dated as of August 11, 1995 between UAM U.K. Holdings and the Collateral Agent and as the same may be further amended, supplemented or otherwis...
Security for the Notes. Each Company's obligations and indebtedness to the Lenders and to the Agent hereunder and under the Notes shall be secured at all times by:
(a) Amended and Restated Security Agreements of the Companies granting to the Agent and the Lenders a continuing first priority perfected security interest in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of the Companies (except for licenses and permits issued by the FCC to the extent it is unlawful to grant a security interest in such licenses and permits), subject only to any prior liens expressly permitted under this Agreement;
(b) except as may be waived by the Agent, first mortgages or deeds of trust on all presently owned and hereafter acquired real estate owned by the Companies, subject only to any prior liens expressly permitted under this Agreement, together with mortgagee's title insurance policies acceptable to the Agent;
(c) except as may be waived by the Agent, first priority perfected collateral assignments of, or leasehold mortgages or deeds of trust in respect of, all real estate leases in which the Companies now have or may in the future have an interest, subject only to any prior liens expressly permitted under this Agreement, together with such third party consents, lien waivers, mortgagee waivers and estoppel certificates as the Agent shall reasonably require;
(d) one or more Pledge Agreements executed by all stockholders of the Companies effecting thereby a first priority perfected pledge of (i) all presently outstanding and hereafter issued shares of capital stock of the Companies, (ii) all voting trust certificates issued in respect of the capital stock of the Companies, or any extension or renewal thereof, and (iii) all warrants, options and other rights to acquire any such shares;
(e) first priority perfected collateral assignments of such construction contracts, management agreements, programming agreements, network affiliation agreements, joint sales agreements, local marketing agreements, licenses, permits, authorizations and agreements as the Agent shall deem necessary to protect its interests, subject only to any prior lien expressly permitted under this Agreement, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require;
(f) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "AFFILI...
Security for the Notes. Effective as of the Restatement Closing Date, the Notes will be unconditionally guaranteed by National, TA and TA Travel (individually, a "Guarantor" and collectively with each other Person that is or becomes a party to the Guarantee Agreement as a guarantor, and the permitted successors and assigns of each such Person, the "Guarantors"), pursuant to an amended and restated guarantee agreement, substantially in the form of Exhibit B-1 hereto, between the Guarantors (other than TA Travel)and the Collateral Agent and a guarantee agreement, substantially in the form of Exhibit B-2 hereto, between TA Travel and the Collateral Agent (collectively, the "Guarantee Agreement"). Effective as of the Restatement Date, the Notes will be secured, equally and ratably with the Term Facility and the Revolving Credit Facility (including the Swingline Loans and the Letters of Credit) respectively provided pursuant to the Credit Agreement, by the Security Documents, including, inter alia, (a) mortgages, leasehold mortgages, deeds of trust and assignments of leases and rents, substantially in the form of Exhibit C-1 hereto, from National or TA to the Collateral Agent covering the Mortgaged Properties (collectively the "Original Mortgages"), as respectively amended by any applicable Mortgage Amendment (as so amended, the "Mortgages"), (b) the Airplane Mortgage, substantially in the form of Exhibit C-2 hereto (b) an amended and restated security agreement, substantially in the form of Exhibit D-1 hereto, between the Company, the Guarantors (other than TA Travel) and TAFSI and the Collateral Agent and a security agreement, substantially in the form of Exhibit D-2 hereto, between the Company, TA Travel and the Collateral Agent (collectively, the "Security Agreement"), (c) an amended and restated pledge agreement, substantially in the form of Exhibit E hereto, between the Company, the Guarantors and TAFSI and the Collateral Agent (the "Pledge Agreement"), (d) an amended and restated collateral assignment, substantially in the form of Exhibit F hereto, from the Company, the Guarantors and TAFSI to the Collateral Agent providing for the assignment to the Collateral Agent of the Environmental Agreements, the Ancillary Agreements, the Franchise Agreements, the Rate Protection Agreements and certain other agreements specified in such Collateral Assignment (the "Collateral Assignment"), (e) one or more amended and restated lockbox agreements between the Company, the Guarantors and TAFSI...
Security for the Notes. This Agreement and the second priority security interest in and pledge of the Membership Interests evidenced hereunder are made with and granted to the Agent, for the benefit of the Holders and the Agent, as security for the payment and performance in full of the Notes and the other obligations of the Borrower and the Guarantors under the Indenture.
Security for the Notes. Subject to the terms of SECTIONS 1.3, 10.14, 10.15 and 10.16, the Notes will be entitled to the benefit of the following contracts and agreements:
(a) the Mortgages covering the Mortgaged Property located in the counties listed in SCHEDULE 5.8(b) made by the Company in favor of the Collateral Agent, as the same may be amended, supplemented or modified from time to time;
(b) the General Security Agreement made by the Company in favor of the Collateral Agent, as the same may be further amended, supplemented or otherwise modified from time to time;
(c) the Subsidiary Guarantee of each Restricted Subsidiary as the same may be further amended, supplemented or otherwise modified from time to time;
(d) the Subsidiary Security Agreement of each Restricted Subsidiary as the same may be further amended, supplemented or otherwise modified from time to time. Enforcement of the rights and benefits in respect of such Security Documents and the allocation of proceeds thereof will be subject to an Intercreditor Agreement dated the date of the 1995 Closing, as amended, in the form of EXHIBIT D.
Security for the Notes. (a) The Notes will be secured by a pledge of certain equity interests as required by this Agreement pursuant to the Security Documents entered into, or which may be entered into, by the Property Parties with KeyBank, National Association, as collateral agent (together with any successor collateral agent, the “Collateral Agent”) for the benefit of the Lenders and the holders of Notes from time to time outstanding.
(b) The enforcement of the rights and benefits in respect of the Security Documents and the allocation of proceeds thereof will be subject to the Intercreditor Agreement.