Collateral Security Agreement. As collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Obligations and to induce the Lender to make the Loans, (i) the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Lender, and hereby grants to the Collateral Agent, for the benefit of the Lender, a security interest in, all of the Borrower's rights, title and interest in, to and under the Collateral, and (ii) the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Lender, and hereby grants to the Collateral Agent, for the benefit of the Lender, a second priority security interest in, all of the Borrower's right, title and interest in, to and under the Chase Collateral, which security interest shall be subject to the prior rights of Chase therein under the Chase Agreement, as further described in paragraph 5(b) hereof. In addition, as collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Chase Obligations and to induce Chase to agree to the provisions hereof and to make further Loans under the Chase Agreement, the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of Chase, and hereby grants to the Collateral Agent, for the benefit of Chase, a second priority security interest shall be subject to the prior rights of the Lender therein under this Agreement, as further described in paragraph 5(b) hereof. All provisions of the HomeSide Security Agreement are incorporated by reference herein, MUTATIS MUTANDIS, to the extent applicable to any of the Collateral as defined above, and the Borrower agrees, covenants and makes representations and warranties herein as set forth therein, PROVIDED that (i) all references therein related to items of type included in such Collateral shall be deemed to refer only to such items included in or related to such Collateral, and the terms defined therein and referred to in the definition of Collateral herein shall be modified as set forth in such definition, (ii) all references therein to the "Collateral Agent" or "Administrative Agent" shall be deemed to refer the Collateral Agent as defined herein, and all references therein to "Lenders" shall be deemed to refer to the Lender and Chase, (iii) all references therein to "Grantor" shall be deemed to refer to the Lender and Chase, (iii) all references therein to "Grantor" shall be deemed to refer to the Borrower, (iv) provisions solely relating to items of Collateral under (and as defined in) the HomeSide Security Agreement that are not included in the definition of Collateral above shall be disregarded for purposes hereof and (v) such other modifications thereto shall be deemed made as are necessary to effectuate the intent of the parties hereunder. Without limiting the foregoing, the Collateral Agent, Chase and the Lender shall have all rights and remedies of a secured party in respect of the Collateral as provided under the Uniform Commercial Code in effect in the State of New York from time to time.
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Collateral Security Agreement. As collateral security for The Borrower, Holdings and each Subsidiary Guarantor shall have duly authorised, executed and delivered an Amended and Restated Collateral Security Agreement or reaffirmation agreement, as the full case may be, in form and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Obligations and to induce the Lender to make the Loans, (i) the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers substance satisfactory to the Collateral AgentAdministrative Agent (as modified, for the benefit of the Lender, and hereby grants to the Collateral Agent, for the benefit of the Lender, a security interest in, all of the Borrower's rights, title and interest in, to and under the Collateral, and (ii) the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Lender, and hereby grants to the Collateral Agent, for the benefit of the Lender, a second priority security interest in, all of the Borrower's right, title and interest in, to and under the Chase Collateral, which security interest shall be subject to the prior rights of Chase therein under the Chase Agreement, as further described in paragraph 5(b) hereof. In addition, as collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration supplemented or otherwise) of, and the performance of, all the Chase Obligations and to induce Chase to agree to the provisions hereof and to make further Loans under the Chase Agreement, the Borrower hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of Chase, and hereby grants to the Collateral Agent, for the benefit of Chase, a second priority security interest shall be subject to the prior rights of the Lender therein under this Agreement, as further described in paragraph 5(b) hereof. All provisions of the HomeSide Security Agreement are incorporated by reference herein, MUTATIS MUTANDIS, to the extent applicable to any of the Collateral as defined above, and the Borrower agrees, covenants and makes representations and warranties herein as set forth therein, PROVIDED that (i) all references therein related to items of type included in such Collateral shall be deemed to refer only to such items included in or related to such Collateral, and the terms defined therein and referred to in the definition of Collateral herein shall be modified as set forth in such definition, (ii) all references therein to the "Collateral Agent" or "Administrative Agent" shall be deemed to refer the Collateral Agent as defined herein, and all references therein to "Lenders" shall be deemed to refer to the Lender and Chase, (iii) all references therein to "Grantor" shall be deemed to refer to the Lender and Chase, (iii) all references therein to "Grantor" shall be deemed to refer to the Borrower, (iv) provisions solely relating to items of Collateral under (and as defined in) the HomeSide Security Agreement that are not included in the definition of Collateral above shall be disregarded for purposes hereof and (v) such other modifications thereto shall be deemed made as are necessary to effectuate the intent of the parties hereunder. Without limiting the foregoing, the Collateral Agent, Chase and the Lender shall have all rights and remedies of a secured party in respect of the Collateral as provided under the Uniform Commercial Code in effect in the State of New York amended from time to time., the "Collateral Security Agreement") and shall have delivered to Collateral Agent all the Pledged Securities referred to therein then owned, if any, by such Credit Party, (y) endorsed in blank in the case of promissory notes constituting Pledged Securities referred to therein then owned, if any, by such Credit Party, and (z) together with executed and undated stock powers, in the case of capital stock constituting Pledged Securities and the other documents and instruments required to be delivered under the Collateral Security Agreement together with:
(i) proper financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by the Collateral Security Agreement;
(ii) certified copies of Requests for Information or Copies (Form UCC-7), or equivalent reports, listing all effective financing statements or similar notices that name the Borrower or its Subsidiaries (by its actual name or any trade name, fictitious name or similar name), or any division or other operating unit thereof, as debtor and that are filed in the jurisdiction referred to in said clause (i), together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing);
(iii) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Security Agreement and all other actions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests intended to be created by the Collateral Security Agreement or any other Security Document; and
(iv) evidence that all other actions necessary, or in the reasonable opinion of Agent, desirable to perfect the security interests purported to be taken by the Collateral Security Agreement have been taken;
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