Common use of Further Assurances; Pledge of Instruments; Chattel Paper Clause in Contracts

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party and at the sole expense of Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party of any License or Contract held by Grantor and to enforce the security interests granted hereunder, and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder. (ii) Unless Secured Party shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, Grantor and NL shall deliver to Secured Party all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL receives the same. (iii) Grantor and NL shall obtain or use best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL shall in all instances obtain signed acknowledgements of Secured Party's Liens from bailees having possession of Grantor’s Goods that it holds for the benefit of Secured Party. (iv) If requested by Secured Party, Grantor and NL shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunder. (v) If Grantor is or becomes the beneficiary of a letter of credit, Grantor shall promptly, and in any event within two (2) Business Days after becoming beneficiary, notify Secured Party thereof and, if requested by Secured Party, enter into a tri-party agreement with Secured Party and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party and directing all payments thereunder upon and during the continuance of a Default or Event of Default to be made to an account identified by Secured Party, all in form and substance reasonably satisfactory to Secured Party. (vi) Grantor shall take all steps necessary to grant the Secured Party control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (vii) Grantor and NL hereby irrevocably authorize the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to the Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to the Secured Party promptly upon request. Grantor also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viii) Grantor shall as soon as commercially practicable after the same is acquired by it, notify Secured Party of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured Party, Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party Agent and at the sole expense of Grantor or NL, as the case may beGrantor, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party of any License or Contract held by Grantor and Agent to enforce the security interests granted hereunder, ; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Loan Document. (ii) Unless Secured Party Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, Grantor and NL shall deliver to Secured Party Agent all Collateral consisting of negotiable Documents, certificated securitiesStock, Chattel Paper and Instruments having a value in excess of $250,000, individually or in the aggregate, (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. Upon acquiring any negotiable Document, certificated Stock, Chattel Paper or Instrument, in each such case having a value in excess of $250,000, individually or in the aggregate, Grantor will provide prompt written notice thereof to Agent. (iii) Grantor and NL shall obtain or use best efforts shall, to the extent required by the Credit Agreement, obtain waivers or subordinations of Liens from landlords landlords, bailees and mortgagees, and Grantor and NL shall in all instances obtain signed acknowledgements of Secured Party's Agent’s Liens from bailees having possession of Grantor’s Goods that it holds they hold for the benefit of Secured PartyAgent. (iv) If requested by Secured Party, Grantor and NL shall obtain authenticated Control Letters letters of control from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for Grantor. (v) As required by this Security Agreement, Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for Grantor. (vi) If Grantor is or becomes the beneficiary of a letter of credit, Grantor shall promptly, and in any event within two (2) Business Days promptly after becoming a beneficiary, notify Secured Party Agent thereof and, if requested by Secured Party, and enter into a tri-party agreement with Secured Party Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Agent and directing all payments thereunder upon to a Deposit Account subject to a Bank Agency and during the continuance of a Default or Event of Default to be made to an account identified by Secured PartyControl Agreement (as defined in Section 6 below), all in form and substance reasonably satisfactory to Secured PartyAgent. Grantor will take any and all actions necessary (or reasonably required or requested by Agent), from time to time reasonably requested by Agent, to cause Agent to obtain exclusive Control of any Letter-of-Credit Rights owned by Grantor in a manner reasonably acceptable to Agent. (vivii) Grantor shall take all steps necessary to grant the Secured Party Agent control of all electronic chattel paper Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viiviii) Grantor and NL hereby irrevocably authorize the Secured Party authorizes Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all assets assets” of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to the Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to the Secured Party Agent promptly upon request. Grantor also ratifies its authorization for the Secured Party Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viiiix) Grantor shall as soon as commercially practicable after the same is acquired by it, notify Secured Party of Agent promptly upon Grantor becoming aware that it holds any commercial tort claim (as defined the value of which is in the Code) acquired by it and unless otherwise consented by Secured Partyexcess of $100,000. With respect to any new commercial tort claims, Grantor shall enter into a supplement will execute and deliver such documents as Agent deems reasonably necessary to this Security Agreementcreate, granting to Secured Party a Lien perfect and protect Agent’s security interest in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party Agent and at the sole expense of Grantors, each Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Agent of any License or Contract held by such Grantor and to enforce the security interests granted hereunder, ; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Secured Party Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, each Grantor and NL shall deliver to Secured Party Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. (iii) Each Grantor and NL shall shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL each Credit Party shall in all instances obtain signed acknowledgements of Secured Party's Agent’s Liens from bailees having possession of any Grantor’s Goods that it holds they hold for the benefit of Secured PartyAgent. (iv) If requested required by Secured Partythe terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor and NL shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for any Grantor. (v) If In accordance with Section 6.16 of the Credit Agreement, each Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for such Grantor. (vi) Each Grantor that is or becomes the beneficiary of a letter of credit, Grantor credit shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Secured Party Agent thereof and, if requested by Secured Party, and enter into a tri-party agreement with Secured Party Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Agent and directing all payments thereunder upon and during to the continuance of a Default or Event of Default to be made to an account identified by Secured PartyCollection Account, all in form and substance reasonably satisfactory to Secured PartyAgent. (vivii) Each Grantor shall take all steps necessary to grant the Secured Party Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viiviii) Each Grantor and NL hereby irrevocably authorize authorizes the Secured Party Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Secured Party Agent promptly upon request. Each Grantor also ratifies its authorization for the Secured Party Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viiiix) Each Grantor shall as soon as commercially practicable promptly, and in any event within two (2) Business Days after the same is acquired by it, notify Secured Party Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyAgent, such Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party Agent a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) i. At any time and from time to time, upon the written request of Secured Party Agent and at the sole expense of Grantors, each Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Agent of any License or Contract held by such Grantor and to enforce the security interests granted hereunder, ; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) . Unless Secured Party Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, each Grantor and NL shall deliver to Secured Party Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. (iii) . Each Grantor and NL shall shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL each Credit Party shall in all instances obtain signed acknowledgements of Secured Party's Agent’s Liens from bailees having possession of any Grantor’s Goods that it holds they hold for the benefit of Secured PartyAgent. iv. If required by the terms of the Credit Agreement and not waived by Agent in writing (iv) If requested by Secured Partywhich waiver may be revoked), each Grantor and NL shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for any Grantor. (v) If v. To the extent required by Section 6.16 of the Credit Agreement, each Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for such Grantor. vi. Each Grantor that is or becomes the beneficiary of a letter of credit, Grantor credit shall promptly, and in any event within two (2) Business Days promptly after becoming a beneficiary, notify Secured Party Agent thereof and, if requested by Secured Party, and enter into a tri-party agreement agreements with Secured Party Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Agent and directing all payments thereunder upon and during to the continuance of a Default or Event of Default to be made to an account identified by Secured PartyCollection Account, all in form and substance reasonably satisfactory to Secured PartyAgent. (vi) vii. Each Grantor shall take all steps necessary to grant the Secured Party Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (vii) viii. Each Grantor and NL hereby irrevocably authorize authorizes the Secured Party Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Secured Party Agent promptly upon request. Each Grantor also ratifies its authorization for the Secured Party Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viii) ix. Each Grantor shall as soon as commercially practicable promptly, and in any event within two (2) Business Days after the same is acquired by it, notify Secured Party Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyAgent, such Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party Agent a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party and at the sole expense of Grantor or NLGrantors, as the case may be, Grantor and NL Grantors shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party of any License or Contract held by Grantor Grantors and to enforce the security interests granted hereunder, and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder. (ii) Unless Secured Party shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, Grantor and NL Grantors shall deliver to Secured Party all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL receives Grantors receive the same. (iii) Grantor and NL Grantors shall obtain or use best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL Grantors shall in all instances obtain signed acknowledgements of Secured Party's Liens from bailees having possession of Grantor’s Grantors' Goods that it holds they hold for the benefit of Secured Party. (iv) If requested by Secured Party, Grantor and NL Grantors shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for Grantors. (v) If Grantor is Grantors are or becomes become the beneficiary beneficiary(ies) of a letter of credit, Grantor credit Grantors shall promptly, and in any event within two (2) Business Days after becoming beneficiarybeneficiary(ies), notify Secured Party thereof and, if requested by Secured Party, enter into a tri-party agreement with Secured Party and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party and directing all payments thereunder upon and during the continuance of a Default or Event of Default to be made to an account identified by Secured Party, all in form and substance reasonably satisfactory to Secured Party. (vi) Grantor Grantors shall take all steps necessary to grant the Secured Party control of all electronic chattel paper in accordance with the Code and all “"transferable records” " as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (vii) Grantor and NL Grantors hereby irrevocably authorize the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor Grantors or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organizationGrantors are organizations, the type types of organization organizations and any organization identification number issued to the Grantorsuch Grantors, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees Grantors agree to furnish any such information to the Secured Party promptly upon request. Grantor Grantors also ratifies its ratify their authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viii) Grantor Grantors shall as soon as commercially practicable after the same is acquired by it, notify Secured Party of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured Party, Grantor Grantors shall enter into a supplement to this Security Agreement, granting to Secured Party a Lien in such commercial tort claim. (ix) Grantor Grantors shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor Grantors shall be under no obligation to cause any such Subsidiary to grant any lien in its their assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor Grantors and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor Grantors shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor Grantors will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix5(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party Collateral Agent and at the sole expense of Grantors, each Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Collateral Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using best its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Collateral Agent of any License or Contract held by such Grantor and material to its business and to enforce the security interests granted hereunder, hereunder and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Credit Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Secured Party Collateral Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, each Grantor and NL shall deliver to Secured Party Collateral Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. (iii) Upon request by Collateral Agent, to the extent commercially reasonable, each Grantor and NL shall obtain or use best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL shall in all instances obtain signed acknowledgements of Secured Party's Collateral Agent’s Liens from bailees having possession of any Grantor’s Goods that it holds they hold for the benefit of Secured PartyCollateral Agent. (iv) If requested Upon request by Secured PartyCollateral Agent, Grantor and NL shall obtain authenticated Control Letters Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for any Grantor. (v) If Each Grantor shall obtain such blocked account, lockbox or similar agreements with each bank or financial institution holding a Deposit Account for such Grantor to the extent required by Section 2.5(b) of the Credit Agreement. (vi) Upon request by Collateral Agent, each Grantor that is or becomes the beneficiary of a letter of credit, Grantor credit having a stated amount of over $250,000 shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Secured Party thereof andCollateral Agent thereof, if requested by Secured Party, and shall thereafter enter into a tri-party agreement with Secured Party Collateral Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Collateral Agent and directing all payments thereunder upon and during to the continuance of a Default or Event of Default to be made to an account identified by Secured PartyCollection Account, all in form and substance reasonably satisfactory to Secured PartyCollateral Agent. (vivii) Upon request by Collateral Agent, each Grantor shall take all steps necessary to grant the Secured Party Collateral Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; provided that prior to a request by the Collateral Agent after the occurrence and during the continuance of an Event of Default, such steps need only be taken to the extent such Collateral has a value in excess of $250,000 in the aggregate. (viiviii) Each Grantor and NL hereby irrevocably authorize authorizes the Secured Party Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Secured Party Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Secured Party Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viiiix) Each Grantor shall as soon as commercially practicable promptly, and in any event within fifteen (15) Business Days after the same is acquired by it, notify Secured Party Collateral Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyCollateral Agent, such Grantor shall thereafter enter into a supplement to this Security Agreement, granting to Secured Party Collateral Agent a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party Agent and at the sole expense of such Grantor, such Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using best efforts to secure securing all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Agent of any License or Contract Contractual Obligation, including any License, held by such Grantor and to enforce the security interests granted hereunder, ; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Secured Party Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, such Grantor and NL shall deliver to Secured Party Agent all Collateral consisting of negotiable Documents, certificated securitiesStock, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. Upon acquiring any negotiable Document, certificated Stock, Chattel Paper or Instrument, such Grantor will provide prompt written notice thereof to Agent. (iii) Such Grantor and NL shall obtain or use best efforts to shall, in accordance with the terms of the Credit Agreement, obtain waivers or subordinations of Liens from landlords landlords, bailees and mortgagees, and such Grantor and NL shall in all instances obtain signed acknowledgements of Secured PartyAgent's Liens from bailees having possession of such Grantor’s 's Goods that it holds they hold for the benefit of Secured PartyAgent. (iv) If requested by Secured Party, Such Grantor and NL shall obtain authenticated Control Letters letters of control, substantially in the form attached hereto as Exhibit A, from each issuer of uncertificated securities, securities intermediary, intermediary or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for such Grantor. (v) As required by this Security Agreement, such Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for such Grantor. (vi) If such Grantor is or becomes the beneficiary of a letter of credit, such Grantor shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Secured Party Agent thereof and, if requested by Secured Party, and enter into a tri-party agreement with Secured Party Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Agent and directing all payments thereunder upon to a Deposit Account subject to a Bank Agency and during the continuance of a Default or Event of Default to be made to an account identified by Secured PartyControl Agreement (as defined in Section 6 below), all in form and substance reasonably satisfactory to Secured PartyAgent. (vivii) Such Grantor shall take all steps necessary to grant the Secured Party Agent control of all electronic chattel paper Chattel Paper in accordance with the Code and all “"transferable records” " as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viiviii) Such Grantor and NL hereby irrevocably authorize the Secured Party authorizes Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all the assets of such Grantor or words of similar effectspecified in Section 2(a), regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Such Grantor agrees to furnish any such information to the Secured Party Agent promptly upon request. Such Grantor also hereby ratifies its authorization for the Secured Party Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viiiix) Such Grantor shall as soon as commercially practicable promptly, and in any event within two (2) Business Days after the same is acquired by it, notify Secured Party Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyAgent, such Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party Agent a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) i. At any time and from time to time, upon the written request of Secured Party Agent and at the sole expense of Grantor or NL, as the case may beGrantor, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party may deem desirable be necessary or as Agent may reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Agent of any License or Contract held by Grantor and to enforce the security interests granted hereunder, hereunder and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunderhereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) . Unless Secured Party Agent shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, Grantor and NL shall deliver to Secured Party Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Grantor or NL receives the same. (iii) . Grantor and NL shall shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and each Grantor and NL shall in all instances obtain signed acknowledgements of Secured Party's Agent’s Liens from bailees having possession of Grantor’s Goods that it holds they hold for the benefit of Secured PartyAgent. iv. If required by the terms of the Credit Agreement and not waived by Agent in writing (iv) If requested by Secured Partywhich waiver may be revoked), Grantor and NL shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for Grantor. (v) If v. In accordance with Section 6.16 of the Credit Agreement, Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for Grantor. vi. Grantor that is or becomes the beneficiary of a letter of credit, Grantor credit shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Secured Party Agent thereof and, if requested by Secured Party, and enter into a tri-party agreement with Secured Party Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Agent and directing all payments thereunder upon and during to the continuance of a Default or Event of Default to be made to an account identified by Secured PartyCollection Account, all in form and substance reasonably satisfactory to Secured PartyAgent. (vi) vii. Grantor shall take all steps necessary to grant the Secured Party Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (vii) viii. Grantor and NL hereby irrevocably authorize authorizes the Secured Party Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to the Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to the Secured Party Agent promptly upon request. Grantor also ratifies its authorization for the Secured Party Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viii) ix. Grantor shall as soon as commercially practicable promptly, and in any event within two (2) Business Days after the same is acquired by it, notify Secured Party Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyAgent, Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party Agent a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Secured Party Purchaser and at the sole expense of Grantors, each Grantor or NL, as the case may be, Grantor and NL shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Secured Party Purchaser may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party Purchaser of any License or Contract held by such Grantor and to enforce the security interests granted hereunder; and, and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder. (ii) hereunder or under any other Loan Document, as to those jurisdictions that are not Uniform Commercial Code Jurisdictions. Unless Secured Party Purchaser shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, each Grantor and NL shall deliver to Secured Party Purchaser all Collateral consisting of negotiable neogitable Documents, certificated securities, Chattel Paper and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL such Credit Party receives the same. (iii) . Each Grantor and NL shall shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor and NL each Credit Party shall in all instances obtain signed acknowledgements of Secured PartyPurchaser's Liens from bailees having possession of any Grantor’s 's Goods that it holds they hold for the benefit of Secured Party. Purchaser. If required by the terms of the Credit Agreement and not wavied by Purchaser in writing (iv) If requested by Secured Partywhich waiver may be revoked), each Grantor and NL shall obtain and authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunder. (v) If to or for any Grantor. In accordance with Annex C to the Credit Agreement, each Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial insttitution holding a Deposit Account for such Grantor. Each Grantor that is or becomes the beneficiary of a letter of credit, Grantor credit shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Secured Party Purchaser thereof and, if requested by Secured Party, and enter into a tri-party agreement with Secured Party Purchaser and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party Purchaser and directing all payments thereunder upon and during to the continuance of a Default or Event of Default to be made to an account identified by Secured PartyCollection Account, all in form and substance reasonably satisfactory to Secured Party. (vi) Purchaser. Each Grantor shall take all steps necessary to grant the Secured Party Purchaser control of all electronic chattel paper in accordance with the Code and all “"transferable records” " as defined in each of the Uniform Electronic Transactions Transaction Act and the Electronic Signatures in Global and National Commerce Act. (vii) . Each Grantor and NL hereby irrevocably authorize authorizes the Secured Party Purchaser at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with within greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to the such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Secured Party Purchaser promptly upon request. Each Grantor also ratifies its authorization for the Secured Party Purchaser to have filed in any Uniform Commercial Code jurisdiction Jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viii) . Each Grantor shall as soon as commercially practicable promptly, and in any event within two (2) Busines Days after the same is acquired by it, notify Secured Party Purchaser of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Secured PartyPurchaser, such Grantor shall enter into a supplement to this Security Agreement, granting to Secured Party Purchaser a Lien in such commercial tort claim. (ix) Grantor shall as soon as commercially practicable after forming or investing in any Wholly-Owned Subsidiary, or any Subsidiary in which any Affiliate owns any Equity Security, cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary to grant to Secured Party a first priority lien in all assets of such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix).

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of the Secured Party and at the sole expense of Grantor or NLthe Pledgor, as the case may be, Grantor and NL Pledgor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Secured Party may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Secured Party of any License license or Contract held by Grantor the Pledgor and to enforce the security interests granted hereunder, and (B) filing any financing or continuation statements under the Code or similar statements with respect to the Liens granted hereunder. (ii) Unless the Secured Party shall otherwise consent in writing (which consent may be revoked), after an Event of Default has occurred and is continuing, Grantor and NL the Pledgor shall deliver to the Secured Party all Collateral consisting of negotiable Documents, certificated securitiessecurities (other than the Excluded Items), Chattel Paper and Instruments in excess of $100,000 other than the Excluded Items (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor or NL the Pledgor receives the same. (iii) Grantor and NL shall obtain or use best efforts to obtain waivers or subordinations of Liens from landlords and mortgageesIf not waived by the Secured Party in writing (which waiver may be revoked), and Grantor and NL shall in all instances obtain signed acknowledgements of Secured Party's Liens from bailees having possession of Grantor’s Goods that it holds for the benefit of Secured Party. (iv) If requested by Secured Party, Grantor and NL Pledgor shall obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities constituting Collateral hereunderto or for the Pledgor. (iv) The Pledgor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for the Pledgor other than its payroll, benefits, trust, xxxxx cash, or other local collection accounts (so long as the proceeds in such local collection accounts are wire transferred at least weekly to a Deposit Account over which Secured Party has a perfected Lien. (v) If Grantor is or becomes the beneficiary of a letter of credit, Grantor shall promptly, and in any event within two (2) Business Days after becoming beneficiary, notify Secured Party thereof and, if requested by Secured Party, enter into a tri-party agreement with Secured Party and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Secured Party and directing all payments thereunder upon and during the continuance of a Default or Event of Default to be made to an account identified by Secured Party, all in form and substance reasonably satisfactory to Secured Party. (vi) Grantor The Pledgor shall take all steps necessary to grant the Secured Party control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viivi) Grantor and NL The Pledgor hereby irrevocably authorize authorizes the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor the Pledgor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor the Pledgor is an organization, the type of organization and any organization identification number issued to the GrantorPledgor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Grantor The Pledgor agrees to furnish any such information to the Secured Party promptly upon request. Grantor The Pledgor also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (viiivii) Grantor The Pledgor shall as soon as commercially practicable promptly, and in any event within two (2) Business Days after the same is acquired by it, notify the Secured Party of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by the Secured Party, Grantor the Pledgor shall enter into a supplement to this Security Agreement, granting to the Secured Party a Lien in such commercial tort claim. (ixviii) Grantor shall as soon as commercially practicable The Pledgor hereby covenants and agrees that promptly after forming or investing the date of this Agreement but in any Wholly-Owned Subsidiaryevent no later than 30 days after the date hereof (or, in respect of any Life Settlement Contract issued after the date of this Agreement, promptly after the date of acquisition), to establish one or more special purpose entities (each an “SPV”) and to transfer to such SPVs all life settlement contracts pursuant to which the Company is a beneficiary (“Life Settlement Contracts”). In connection therewith, the Pledgor shall promptly duly execute and deliver any Subsidiary in which any Affiliate owns any Equity Security, cause and all such Subsidiary to grant to further instruments and documents and take such further actions as the Secured Party a first priority lien in all assets of such Subsidiary pursuant may reasonably deem desirable to a security agreement in substantially pledge the same form as this Agreement. Grantor shall be under no obligation to cause any such Subsidiary to grant any lien in its assets so long as the sole owners of Equity Securities of such Subsidiary consist of Grantor and Persons who are not Affiliates; provided, however, that if an Affiliate after the formation of any such Subsidiary becomes an owner of any Equity Security ownership interest in such Subsidiary, then Grantor shall as soon as commercially practicable thereafter cause such Subsidiary SPVs to grant to the Secured Party a first priority lien in all assets to obtain the full benefits of this Agreement and of the rights and powers herein granted, with respect to each such Subsidiary pursuant to a security agreement in substantially the same form as this Agreement. Grantor will on demand pay any reasonable attorneys fees incurred by Secured Party relating to or in connection with the granting of a lien to Secured Party by any Subsidiary pursuant to this Section 6(a)(ix)SPV.