Common use of Security for the Notes Clause in Contracts

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. The Effective as of the Restatement Closing Date, the Notes will be unconditionally guaranteed by National National, TA and TA Travel (individually, a "GUARANTORGuarantor" and collectivelycollectively 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 "GUARANTORSGuarantors"), 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 hereto (the "GUARANTEE AGREEMENT")B-2 hereto, between the Guarantors TA Travel and the Collateral AgentAgent (collectively, the "Guarantee Agreement"). The 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 ALIAinter alia, (a) mortgages, leasehold mortgages, deeds of trust and assignments of leases and rents, each substantially in the form of Exhibit C C-1 hereto, from National or TA to the Collateral Agent covering the Mortgaged Properties (collectively the "MORTGAGESOriginal 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 D-2 hereto, between the Company, the Guarantors and TAFSI TA Travel and the Collateral Agent (collectively, the "SECURITY AGREEMENTSecurity Agreement"), (c) a 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 AGREEMENTPledge Agreement"), (d) a 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 ASSIGNMENTCollateral Assignment"), (e) one or more amended and restated 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 AGREEMENTSLockbox Agreements"), (f) a an amended and restated 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 AGREEMENTTrademark Security Agreement") and (g) a an amended and restated Collateral Account Agreement. The Effective as of the Restatement Closing Date, 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 an amended and restated master collateral and intercreditor agreement, substantially in the form of Exhibit H hereto, among the Noteholders, such Lenders and the Collateral Agent (the "INTERCREDITOR AGREEMENTIntercreditor Agreement").. * * * * *

Security for the Notes. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the other Note Documents to which it is a party will be absolutely and unconditionally guaranteed by National certain direct and TA indirect domestic Subsidiaries of the Company as identified in Schedule 5.4 (individually, each a "GUARANTOR" and collectively, the "GUARANTORS"), “Subsidiary Guarantor”) pursuant to a guarantee agreementthe Subsidiary Guaranty Agreement, dated as of even date herewith, which shall be substantially in the form of Exhibit B hereto 2.2(a) attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the "GUARANTEE AGREEMENT"“Subsidiary Guaranty”). (b) In addition, 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 entitled to the Credit benefit of: (i) that certain Security Agreement, by the Security Documentsdated as of even date herewith, including, INTER ALIA, (a) mortgages, leasehold mortgages, deeds of trust and assignments of leases and rents, each which shall be substantially in the form of Exhibit C hereto2.2(b) attached hereto (the “Security Agreement”), from National or TA to by and among the Company, the Subsidiary Guarantors and the Collateral Agent covering for the Mortgaged Properties ratable benefit of the holders of Senior Secured Indebtedness; and (collectively ii) that certain Pledge Agreement, dated as of the "MORTGAGES")date even herewith, (b) a security agreement, which shall be substantially in the form of Exhibit D hereto2.2(c) attached hereto (the “Pledge Agreement”), between by and among the Company, the Subsidiary Guarantors and TAFSI and the Collateral Agent (for the "SECURITY AGREEMENT"), ratable benefit of the holders of Senior Secured Indebtedness. (c) a pledge agreementSubject to Section 2.2(d) below, 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 agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written notice of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement and the Lenders party Company so certifies to the Credit Agreement with respect holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the Collateral holders of the Notes stating that no Default or Event of Default exists and that no amount is then due and payable under the Subsidiary Guaranty, and (iii) if any fee or other matters shall be governed by a master collateral and intercreditor agreement, substantially in the form of Exhibit H heretoconsideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, among holders of the NoteholdersNotes shall receive equivalent consideration. (d) Notwithstanding anything to the contrary contained in Section 2.2(c), such Lenders and if any Subsidiary Guarantor has granted any Lien in favor of the Collateral Agent (pursuant to any Collateral Document, the "INTERCREDITOR AGREEMENT")Subsidiary Guarantor shall not be released from its obligations under a Subsidiary Guaranty unless the Collateral Agent shall have released all of the Liens granted by such Subsidiary Guarantor in favor of the Collateral Agent in accordance with the terms of the Note Documents.