Security for the Notes Sample Clauses

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 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 will be secured by certain personal property of the Company and the Guarantors pursuant to the Security Documents to be entered into by the Company and the Guarantors with Bank of America Canada, as collateral agent (together with any successor collateral agent under the Intercreditor Agreement the "Collateral Agent") for the benefit of the holders of the Notes. The Lien and security interest granted by the Company and the Guarantors pursuant to the Security Documents shall rank pari passu with other existing Liens that secure the outstanding Debt of the Company and the Guarantors under the Bank Credit Agreement without preference, priority or distinction by virtue of the time of filing any financing statement or registration or the difference in time of incurrence of such Debt, and the enforcement of the rights and benefits in respect of such Security Documents will be subject to an Intercreditor Agreement dated as of May 21, 1999 (the "Intercreditor Agreement") among the Collateral Agent, the Bank Lenders and the Purchasers. Each Purchaser and each holder by its acceptance of a Note agrees that, upon the occurrence of a Collateral Release Event, it will, or will direct the Collateral Agent to, release the Lien of the Security Documents. For purposes of this Section 2.3, a "Collateral Release Event" shall be deemed to have occurred at such time that all of the following conditions shall have been satisfied: (i) the Company shall have a written commitment from a bank or group of banks to provide an unsecured revolving credit facility to the Company for at least $25,000,000, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Collateral Agent shall have received the written direction from all required parties (other than the holders of Notes) to release the Lien of the Security Documents, and (iv) the Debt of the Company under the Notes and this Agreement and the Debt of the Guarantors under the Guaranty Agreements shall rank at least pari passu with all other Debt of the Company and the Guarantors, respectively.

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. Without prejudice to the Reservations as to matters of English law only in the Allen & Overy LLP legal opinion and Scots law only in the Shepherd + ▇▇▇▇erb▇▇▇ ▇egal opinion as to the enforcement of security (and, for the avoidance of doubt, excluding from such Reservations the factual assumptions on which they are made (including the assumptions as to the solvency of the Issuer)), which Reservations the Issuer represents are not material in the context of the Transaction (except to the extent disclosed in the Prospectus), but subject to Reservations 4 and 6 of the Allen & Overy LLP legal opinion, the Issuer has created the followin▇ ▇▇▇uri▇▇ ▇▇terests in the Issuer Deed of Charge: (i) an assignment by way of first fixed security of the Issuer's right, title, interest and benefit in the Global Intercompany Loan Agreement, the Swap Agreements, the Funding 1 Deed of Charge, the Issuer Trust Deed, the Paying Agent and Agent Bank Agreement, the Issuer Cash Management Agreement, the Issuer Corporate Services Agreement, the Issuer Bank Account Agreement, the Issuer Post-Enforcement Call Option Agreement and any other of the Legal Agreements to which the Issuer is a party; (ii) an assignment by way of first ranking fixed charge (which may take effect as a floating charge) over the Issuer Bank Accounts; (iii) a first ranking fixed charge (which may take effect as a floating charge) over the Issuer's right, title, interest and benefit to any authorized investments made with moneys standing to the credit of any of the Issuer Bank Accounts; and (iv) a first floating charge over the whole of the assets and undertaking of the Issuer which are not otherwise effectively subject to any fixed charge or assignment by way of security but extending over all of the Issuer's Scottish assets.

Security for the Notes. This Agreement and the second priority security interest in and pledge of the Partnership 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 all obligations under the Indenture.

Security for the Notes. The Notes will be unconditionally guaranteed by National and TA (individually, a "GUARANTOR" and collectively, the "GUARANTORS"), pursuant to a guarantee agreement, substantially in the form of Exhibit B hereto (the "GUARANTEE AGREEMENT"), between the Guarantors and the Collateral Agent. The Notes will be secured, equally and ratably with the Term Facility and the Revolving 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, each substantially in the form of Exhibit C hereto, from National or TA to the Collateral Agent covering the Mortgaged Properties (collectively the "MORTGAGES"), (b) a security agreement, substantially in the form of Exhibit D hereto, between the Company, the Guarantors and TAFSI and the Collateral Agent (the "SECURITY AGREEMENT"), (c) a 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) a 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 lockbox agreements between the Company, the Guarantors and TAFSI and the Collateral Agent (and a sub-agent as appropriate), in the form provided for in the Security Agreement (collectively the "LOCKBOX AGREEMENTS"), (f) a trademark security agreement, substantially in the form of Exhibit G hereto, between the Company, the Guarantors and TAFSI and the Collateral Agent (the "TRADEMARK SECURITY AGREEMENT") and (g) a Collateral Account Agreement. The respective rights of the holders of the Notes and the Lenders party to the Credit Agreement with respect to the Collateral and other matters shall be governed by a master collateral and intercreditor agreement, substantially in the form of Exhibit H hereto, among the Noteholders, such Lenders and the Collateral Agent (the "INTERCREDITOR AGREEMENT").

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.

Security for the Notes. Payment of all Obligations, including indebtedness evidenced by the Notes, shall be secured by mortgages, liens and security interests in the Collateral and other assets, property rights and interests as described in the Security Documents.