Common use of Delivery and Other Perfection Clause in Contracts

Delivery and Other Perfection. NCMC shall: (a) if any Pledged Collateral required to be pledged by NCMC under Section 3 hereof is received by NCMC, forthwith either (x) transfer and deliver to the Buyer such certificates or securities so received by NCMC (together with the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, pursuant to the terms of this Guaranty, as part of the Pledged Collateral or (y) take such other action as the Buyer shall deem necessary or appropriate to record duly the lien created hereunder in such ownership interests, equity, securities, moneys, property or other interests in said clauses; and (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Buyer) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer to exercise and enforce its rights hereunder with respect to such pledge and security interest (including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer or its nominee (and the Buyer agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it will thereafter promptly give to NCMC copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyer.

Delivery and Other Perfection. NCMC Such Pledgor shall: (a) if any Pledged Collateral of the certificates, warrants, rights, options or other property required to be pledged by NCMC such Pledgor under Section 3 Article III hereof is are received by NCMCsuch Pledgor, forthwith either forthwith: (xi) transfer and deliver to the Buyer Collateral Agent such certificates certificates, warrants, rights, options or securities other property so received by NCMC (together with the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), such Pledgor all of which thereafter shall be held by the BuyerCollateral Agent, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or Pledge Agreement Collateral; and/or (yii) take such other action as the Buyer Collateral Agent shall reasonably deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interestscertificates, equitywarrants, securitiesrights, moneys, property options or other interests in said clauses; andproperty; (b) give, execute, deliver, file and/or record any financing statementsstatement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable required: (in the judgment of the Buyeri) to create, preserve, perfect or validate the security interest granted pursuant hereto so that the Collateral Agent’s security interest in Pledge Agreement Collateral shall at all times be valid, perfected and enforceable against such Pledgor and all third parties, as security for the Secured Obligations, and that the applicable Pledge Agreement Collateral shall not at any time be subject to any Lien, other than a Permitted Pledgor Lien, that is prior to, on parity with or junior to such security interest, or (ii) to enable the Buyer Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Pledge Agreement Collateral to be transferred of record into the name of the Buyer Collateral Agent or its nominee (and the Buyer Collateral Agent agrees that if any Pledged Pledge Agreement Collateral is transferred into its name or the name of its nominee, it will the Collateral Agent shall thereafter promptly give to NCMC such Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Pledge Agreement Collateral)); without . Without limiting the generality of the foregoing, such Pledgor shall, if any Pledged Pledge Agreement Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer Collateral Agent such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in such form and substance satisfactory as will allow the Collateral Agent to realize upon the Pledge Agreement Collateral pursuant to Section 5.05 hereof; (c) maintain, hold and preserve full and accurate records, and stamp or otherwise ▇▇▇▇ such records in such manner as may reasonably be required in order to reflect the security interests granted by this Agreement; and (d) permit representatives of the Collateral Agent, upon reasonable notice, at any time during normal business hours to conduct reasonable inspections and examinations of, and make reasonable abstracts from, its Records and, upon reasonable request of the Collateral Agent, forward to the BuyerCollateral Agent copies of all communications relating to the Pledge Agreement Collateral and copies of any material notices or communications received by such Pledgor with respect to the Pledge Agreement Collateral, all in such manner as the Collateral Agent may reasonably require.

Delivery and Other Perfection. NCMC The Pledgor shall: (a) if any Pledged Collateral of the shares, securities, moneys or property required to be pledged by NCMC the Pledgor under Section 3 hereof is Article 1 are received by NCMCthe Pledgor, then the Pledgor shall forthwith either (x) transfer and deliver to the Buyer Collateral Agent such certificates shares or securities so received by NCMC the Pledgor (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), all of which thereafter shall be held by the BuyerCollateral Agent, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Collateral Agent shall deem reasonably necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equityshares, securities, moneys, moneys or property or other interests in said clauses; andSection 1.01; (b) give, execute, deliver, file and/or record any file, record, authorize or obtain all such financing statements, continuation statementnotices, noticeinstruments, instrumentdocuments, documentagreements, agreement consents or other papers that as may be necessary or desirable (in the reasonable judgment of the BuyerCollateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Collateral Agent to exercise and enforce its their rights hereunder with respect to such pledge and security interest (interest; including, without limitation, causing any or all of the Pledged Share Collateral to be transferred of record into the name of the Buyer Collateral Agent or its nominee (and the Buyer Collateral Agent agrees that if any Pledged Share Collateral is transferred into its name or the name of its nominee, it the Collateral Agent will thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Share Collateral pledge by the Pledgor hereunder), provided that notices to account debtors in respect of any Accounts, Chattel Paper or General Intangibles and to obligors on Instruments shall be subject to the provisions of clause (d) below; (c) keep full and accurate books and records relating to the Collateral)), and stamp or otherwise ▇▇▇▇ such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; without limiting the generality and (d) permit representatives of the foregoingCollateral Agent, if upon reasonable notice, at any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver time during normal business hours to inspect and pledge make abstracts from its books and records pertaining to the Buyer such note Collateral, and permit representatives of the Collateral Agent to be present at the Pledgor's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or instrument duly endorsed or accompanied communications received by duly executed instruments of transfer or assignmentthe Pledgor with respect to the Collateral, all in form and substance satisfactory to such manner as the BuyerCollateral Agent may reasonably require.

Delivery and Other Perfection. NCMC shall: Concurrently with the execution and delivery of this Agreement, and concurrently with the acquisition of any additional Collateral at any time after the date hereof (a) if any Pledged including the establishment of the Preferred Equity Account), the Borrower shall take such actions as shall be necessary to effect Delivery of such Collateral required to be pledged by NCMC under Section 3 hereof is received by NCMC, forthwith either (x) transfer and deliver to the Buyer such certificates or securities so received by NCMC (together with Secured Party. In addition, and without limiting the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, pursuant to the terms of this Guaranty, as part generality of the Pledged Collateral or (y) take such other action as foregoing, the Buyer Borrower shall deem necessary or appropriate promptly from time to record duly the lien created hereunder in such ownership interests, equity, securities, moneys, property or other interests in said clauses; and (b) time give, execute, deliver, file and/or record any file, record, authorize or obtain all such financing statements, continuation statementstatements, noticenotices, instrumentinstruments, documentdocuments, agreement account control agreements or any other agreements or consents or other papers that as may be necessary or desirable (in or as may be requested by the judgment of the BuyerSecured Party) to create, preserve, perfect perfect, maintain the perfection and first priority nature of, or validate the security interest granted pursuant hereto or to enable the Buyer Secured Party to exercise and enforce its rights hereunder with respect to such pledge security interest, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Instruments, Tangible Chattel Paper, Electronic Chattel Paper, Deposit Accounts, Securities Accounts, Commodities Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Secured Party to obtain Control with respect thereto, and without limiting the foregoing, shall: (a) keep full and accurate books and records relating to the Collateral in all material respects, and stamp or otherwise mark such books and records in such manner as the Secured Party may reasonably require in order to reflect the security interest interests granted by this Agreement; (including, b) not take any action to terminate the Custodian Agreement or Control Agreement without limitation, causing any or all Secured Party’s consent; (c) cause agreements substantially in the form of the Pledged Collateral Custodian Agreement and the Control Agreement to be transferred of record into in effect at all times with an entity satisfactory to the name Secured Party acting as custodian; (d) permit representatives of the Buyer or Secured Party, upon reasonable notice, at any time during normal business hours, to inspect and make abstracts from its nominee (books and records pertaining to the Buyer agrees that if any Pledged Collateral is transferred into its name or and to be present at the name Borrower’s place of its nomineebusiness to receive copies of communications and remittances relating to the Collateral, it will thereafter promptly give to NCMC and forward copies of any notices and or communications received by it the Borrower with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to such manner as the BuyerSecured Party may reasonably require.

Delivery and Other Perfection. NCMC The Company shall: (a) a. if any Pledged Collateral of the above-described shares, securities, monies or property required to be pledged by NCMC the Company under clauses (a), (b) and (c) of Section 3 hereof is are received by NCMCthe Company, forthwith either (x) transfer and deliver to the Buyer Purchaser such certificates shares or securities so received by NCMC the Company (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), ) all of which thereafter shall be held by the BuyerPurchaser, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Purchaser shall reasonably deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equityshares, securities, moneys, monies or property or other interests referred to in said clauses; and clauses (a), (b) and (c) of Section 3; b. deliver and pledge to the Purchaser, at the Purchaser's request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Purchaser may request; provided, that so long as no Event of Default shall have occurred and be continuing, the Company may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and the Purchaser shall, promptly upon request of the Company, make appropriate arrangements for making any other Instrument pledged by the Company available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Purchaser, against trust receipt or like document); c. give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerPurchaser) to create, preserve, perfect or validate the any security interest granted pursuant hereto or to enable the Buyer Purchaser to exercise and enforce its their rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Stock Collateral to be transferred of record into the name of the Buyer Purchaser or its nominee (and the Buyer Purchaser agrees that if any Pledged Stock Collateral is transferred into its name or the name of its nominee, it the Purchaser will thereafter promptly give to NCMC the Company copies of any notices and communications received by it with respect to the applicable Pledged Stock Collateral)); without limiting , provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the generality provisions of Section 4.09 below; d. upon the acquisition after the date hereof by the Company of any Equipment covered by a certificate of title or ownership cause the Purchaser to be listed as the lienholder on such certificate of title and within 120 days of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note acquisition thereof (or such other instrument, NCMC shall time as the Purchaser may approve in its sole discretion) deliver and pledge evidence of the same to the Buyer Purchaser; e. keep accurate books and records relating to the Collateral, and, during the continuation of an Event of Default, stamp or otherwise ▇▇▇▇ such note or instrument duly endorsed or accompanied books and records in such manner as the Purchaser may reasonably require in order to reflect the security interests granted by duly executed instruments this Agreement; f. furnish to the Purchaser from time to time (but, unless an Event of transfer or assignmentDefault shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the material Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Purchaser may reasonably request, all in form reasonable detail; g. permit representatives of the Purchaser, upon reasonable notice, at any time during normal business hours to inspect and substance satisfactory make abstracts from its books and records pertaining to the BuyerCollateral, and permit representatives of the Purchaser to be present at the Company’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications by the Company with respect to the Collateral, all in such manner as the Purchaser may reasonably require; provided, however, that so long as an Event of Default is not continuing, such visits shall be made not more than once per fiscal year at Company’s expense; and h. upon the occurrence and during the continuance of any Event of Default, upon request of the Purchaser, promptly notify each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Purchaser hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Purchaser.

Delivery and Other Perfection. NCMC Pledgor shall: (ai) if any Pledged of the above-described Collateral required to be pledged by NCMC Pledgor under Section 3 2(a) hereof is received by NCMCPledgor, forthwith either (x) transfer and deliver to the Buyer Lender such certificates or securities Collateral so received by NCMC Pledgor (together with the ownership certificates and securities (if any) for any such Collateral, including assignments duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), ) all of which thereafter shall be held by the BuyerLender, pursuant to the terms of this GuarantyPledge Agreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Lender shall deem reasonably necessary or appropriate to duly file on record duly the lien security interest created hereunder in such ownership interests, equity, securities, moneys, property or other interests Collateral referred to in said clauses; andSection 2(a); (bii) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerLender) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Lender to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Lender or its nominee nominee; and (iii) permit representatives of Lender, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Buyer agrees that if any Pledged Collateral is transferred into its name or Collateral, and permit representatives of Lender to be present at Pledgor’s place of business to receive copies of all communications and remittances relating to the name of its nomineeCollateral, it will thereafter promptly give to NCMC and forward copies of any notices and or communications received by it Pledgor with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyersuch manner as Lender may reasonably require.

Delivery and Other Perfection. NCMC Pledgor shall: (ai) if any Pledged of the above‑described Collateral required to be pledged by NCMC Pledgor under Section 3 2(a) hereof is received by NCMCPledgor, forthwith either (x) transfer and deliver to the Buyer Lender such certificates or securities Collateral so received by NCMC Pledgor (together with the ownership certificates and securities (if any) for any such Collateral, including assignments duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), ) all of which thereafter shall be held by the BuyerLender, pursuant to the terms of this GuarantyPledge Agreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Lender shall deem reasonably necessary or appropriate to duly file on record duly the lien security interest created hereunder in such ownership interests, equity, securities, moneys, property or other interests Collateral referred to in said clauses; andSection 2(a); (bii) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerLender) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Lender to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Lender or its nominee nominee; and (iii) permit representatives of Lender, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Buyer agrees that if any Pledged Collateral is transferred into its name or Collateral, and permit representatives of Lender to be present at Pledgor’s place of business to receive copies of all communications and remittances relating to the name of its nomineeCollateral, it will thereafter promptly give to NCMC and forward copies of any notices and or communications received by it Pledgor with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyersuch manner as Lender may reasonably require.

Delivery and Other Perfection. NCMC Iridium LLC shall: (a) if any Pledged Collateral of the shares, interests, securities, moneys or property required to be pledged by NCMC Iridium LLC under clauses (a), (b) and (c) of Section 3 hereof is 3.01 are received by NCMCIridium LLC, forthwith either (xi) transfer and deliver to the Buyer Collateral Agent such certificates shares or securities so received by NCMC Iridium LLC (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), all of which thereafter shall be held by the BuyerCollateral Agent, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral, (ii) with respect to any Member Collateral that is not evidenced by a certificate, execute and deliver written instructions to the issuer thereof to register the Lien created hereunder in such Member Collateral in the registration books maintained by such issuer for such purpose and cause Iridium LLC to execute and deliver to the Collateral Agent a written confirmation to the effect that the Lien created hereunder in such Member Collateral has been duly registered in such registration books, all in form and substance satisfactory to the Collateral Agent or (yiii) take such other action as the Buyer Collateral Agent shall deem necessary or appropriate to record duly perfect the lien Lien created hereunder in such ownership shares, interests, equity, securities, moneys, moneys or property or other interests in said clauses; andclauses (a), (b) and (c); (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the BuyerCollateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral which is represented by a certificate to be transferred of record into the name of the Buyer Collateral Agent or its nominee (and the Buyer Collateral Agent agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it the Collateral Agent will thereafter promptly give to NCMC Iridium LLC copies of any notices and communications received by it with respect to the applicable Pledged Collateral pledged by Iridium LLC hereunder); (c) keep full and accurate books and records relating to the Collateral)), and stamp or otherwise mark ▇▇▇h books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; without limiting the generality and (d) permit representatives of the foregoingCollateral Agent, if upon reasonable notice, at any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver time during normal business hours to inspect and pledge make abstracts from its books and records pertaining to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignmentCollateral, all in form and substance satisfactory to such manner as the BuyerCollateral Agent may require.

Delivery and Other Perfection. NCMC Pledgor shall: (ai) if any Pledged of the Collateral required to be pledged by NCMC Pledgor under Section 3 2(a) hereof is received by NCMCPledgor, forthwith either (x) transfer and deliver to the Buyer Lender such certificates or securities Collateral so received by NCMC (together with the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), Pledgor all of which thereafter shall be held by the BuyerLender, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Lender shall deem reasonably necessary or appropriate to duly record duly the lien created hereunder in such ownership interests, equity, securities, moneys, property or other interests Collateral referred to in said clauses; andSection 2(a); (bii) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerLender) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Lender to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Lender or its nominee (and the Buyer Lender agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it Lender will thereafter promptly give to NCMC Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting the generality and (iii) permit representatives of the foregoingLender, if upon reasonable notice, at any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver time during normal business hours to inspect and pledge make abstracts from its books and records pertaining to the Buyer such note Collateral, and forward copies of any notices or instrument duly endorsed or accompanied communications received by duly executed instruments of transfer or assignmentPledgor with respect to the Collateral, all in form and substance satisfactory to the Buyersuch manner as Lender may reasonably require.

Delivery and Other Perfection. NCMC The Pledgor shall: (a) if any Pledged Collateral of the certificates, warrants, shares, securities, moneys, rights, options or other property required to be pledged by NCMC the Pledgor under Section 3 hereof is are received by NCMCthe Pledgor, forthwith either (xi) transfer and deliver to the Buyer Collateral Agent such certificates certificates, warrants, shares, securities, moneys, rights, options or securities other property so received by NCMC the Pledgor (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), all of which thereafter shall be held by the BuyerCollateral Agent, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or and/or (yii) take such other action as the Buyer Collateral Agent shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interestscertificates, equitywarrants, shares, securities, moneys, property rights, options or other interests in said clauses; andproperty; (b) give, execute, deliver, file and/or record any financing statementsstatement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Buyer) reasonably required to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Collateral Agent or its nominee (and the Buyer Collateral Agent agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it will the Collateral Agent shall thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without . Without limiting the generality of the foregoing, the Pledgor shall, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer Collateral Agent for the equal and ratable benefit of the Secured Parties such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in such form and substance satisfactory as will allow the Collateral Agent to realize upon the BuyerCollateral pursuant to Section 5.5 hereof; (c) maintain, hold and preserve full and accurate Records, and stamp or otherwise mark ▇▇▇h Records in such manner as may be reasonably required in order to reflect the security interests granted by this Agreement; and (d) permit representatives of the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its Records.

Delivery and Other Perfection. NCMC Until the Termination Date: the Pledgor shall: (a) if any Pledged Collateral of the securities, instruments, moneys or property required to be pledged by NCMC the Pledgor under Section 3 hereof is 3(a) are received by NCMCthe Pledgor, forthwith either (x) transfer and deliver to the Buyer Ashford such certificates securities or securities instruments so received by NCMC (together with the ownership certificates and securities Pledgor duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, Ashford pursuant to the terms of this Guaranty, Agreement as part of the Pledged Collateral or (y) take such other action as the Buyer Ashford shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equity, securities, moneysinstruments, property moneys or other interests property in said clausesSection 3(a), clauses (i), (ii) and (iii); and (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (reasonably requested by Ashford in the judgment of the Buyer) order to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Ashford to exercise and enforce its rights hereunder with respect to such pledge and security interest (includinginterest, without limitation, including causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Ashford or its nominee (and the Buyer Ashford agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it Ashford will thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting the generality . The Pledgor hereby authorizes Ashford to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the foregoingCollateral without the signature of the Pledgor where permitted by law. A carbon, if photographic or other reproduction of this Agreement or any Pledged financing statement covering the Collateral or any part thereof shall be evidenced sufficient as a financing statement where permitted by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyerlaw.

Delivery and Other Perfection. NCMC The Pledgor shall: (a) if any Pledged Collateral of the shares, securities, moneys or property required to be pledged by NCMC the Pledgor under Section 3 hereof is Article III are received by NCMCthe Pledgor, forthwith either (x) transfer and deliver to the Buyer Collateral Agent such certificates shares or securities so received by NCMC the Pledgor (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), all of which thereafter shall be held by the BuyerCollateral Agent, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Agent shall deem necessary or appropriate to record duly perfect the lien Lien created hereunder in such ownership interests, equityshares, securities, moneys, moneys or property or other interests in said clauses; andArticle III; (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the BuyerCollateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Collateral Agent or its nominee (and the Buyer Collateral Agent agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it the Collateral Agent will thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral pledged by the Pledgor hereunder); (c) keep full and accurate books and records relating to the Collateral)), and stamp or otherwise mark ▇▇▇h books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; without limiting the generality and (d) permit representatives of the foregoingCollateral Agent, if upon reasonable notice, at any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver time during normal business hours to inspect and pledge make abstracts from its books and records pertaining to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignmentCollateral, all in form and substance satisfactory to such manner as the BuyerCollateral Agent may require.

Delivery and Other Perfection. NCMC The Pledgor shall: (a) if any Pledged Collateral of the securities, instruments, moneys or other property required to be pledged by NCMC the Pledgor under Section 3 hereof is 3(a) are received by NCMCthe Pledgor, forthwith either (x) transfer and deliver to the Buyer Administrative Agent such certificates securities or securities instruments so received by NCMC (together with the ownership certificates and securities Pledgor duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, Administrative Agent pursuant to the terms of this Guaranty, Agreement as part of the Pledged Collateral or (y) take such other action as the Buyer Administrative Agent shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equity, securities, moneysinstruments, property moneys or other interests property in said clausesclauses (i), (ii) and (iii); and (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (reasonably requested by the Administrative Agent in the judgment of the Buyer) order to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (includinginterest, without limitation, including causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Administrative Agent or its nominee (and the Buyer Administrative Agent agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it the Administrative Agent will thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting . The Pledgor hereby authorizes the generality Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the foregoingCollateral without the signature of the Pledgor where permitted by law. A carbon, if photographic or other reproduction of this Agreement or any Pledged financing statement covering the Collateral or any part thereof shall be evidenced sufficient as a financing statement where permitted by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyerlaw.

Delivery and Other Perfection. NCMC Each Obligor shall: (a) if any Pledged Collateral of the above-described shares, securities or monies required to be pledged by NCMC such Obligor under clauses (a), (b) and (c) of Section 3 4 hereof is are received by NCMCsuch Obligor, forthwith either (x) transfer and deliver to the Buyer Fund such certificates shares, securities or securities monies so received by NCMC such Obligor (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), ) all of which thereafter shall be held by the BuyerFund, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Fund shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interestsshares, equity, securities, moneys, property securities or other interests monies referred to in said clauses; andclauses (a), (b) and (c); (b) deliver and pledge to the Fund any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Fund may request; provided, that so long as no Default shall have occurred and be continuing, such Obligor may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and the Fund shall, promptly upon request of such Obligor through the Pledgor, make appropriate arrangements for making any other Instrument pledged by such Obligor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Fund, against trust receipt or like document); (i) concurrently herewith, file financing statements in accordance with the UCC to evidence the Fund's Lien in the Collateral as security of the Loan, in such jurisdictions as are necessary to perfect such Lien; and (ii) on or after the Maturity Date, give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the BuyerFund) to create, preserve, perfect or validate the any security interest granted pursuant hereto or to enable the Buyer Fund to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Stock Collateral to be transferred of record into the name of the Buyer Fund or its nominee (and the Buyer Fund agrees that if any Pledged Stock Collateral is transferred into its name or the name of its nominee, it the Fund will thereafter promptly give to NCMC the respective Obligor copies of any notices and communications received by it with respect to the applicable Pledged Stock Collateral pledged by such Obligor hereunder), provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (f) below; (d) keep full and accurate books and records relating to the Collateral)); without limiting , and stamp or otherwise ▇▇▇▇ such books and records in such manner as the generality Fund may reasonably require in order to reflect the security interests granted by this Agreement; (e) permit representatives of the foregoingFund, if upon reasonable notice, at any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver time during normal business hours to inspect and pledge make abstracts from its books and records pertaining to the Buyer Collateral, and permit representatives of the Fund to be present at such note Obligor's place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or instrument duly endorsed or accompanied communications received by duly executed instruments of transfer or assignment, such Obligor with respect to the Collateral all in form such manner as the Fund may require; and (f) upon the occurrence and substance satisfactory during the continuance of any Default, upon request of the Fund, promptly notify (and such Obligor hereby authorizes the Fund so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the BuyerFund hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Fund.

Delivery and Other Perfection. NCMC NFI Holding shall: (ai) if any Pledged Collateral required to be pledged by NCMC under Section 3 hereof NFI Holding herein is received by NCMCNFI Holding, forthwith either (x) transfer and deliver to the Buyer such certificates shares or securities so received by NCMC NFI Holding (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), all of which thereafter shall be held by the Buyer, pursuant to the terms of this Guaranty, as part of the Pledged Collateral or (y) take such other action as the Buyer shall deem necessary or appropriate to record duly the lien created hereunder in such ownership interests, equityshares, securities, moneys, property or other interests in said clauses; and (bii) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Buyer) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer to exercise and enforce its rights hereunder with respect to such pledge and security interest (including, without limitation, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer or its nominee (and the Buyer agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it will thereafter promptly give to NCMC NFI Holding copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting the generality of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC NFI Holding shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyer.

Delivery and Other Perfection. NCMC The Company shall: (a) a. if any Pledged Collateral of the above-described shares, securities, monies or property required to be pledged by NCMC the Company under clauses (a), (b) and (c) of Section 3 hereof is are received by NCMCthe Company, forthwith either (x) transfer and deliver to the Buyer Purchaser Representative such certificates shares or securities so received by NCMC the Company (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), ) all of which thereafter shall be held by the BuyerPurchaser Representative, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Purchaser Representative shall reasonably deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equityshares, securities, moneys, monies or property or other interests referred to in said clauses; and clauses (a), (b) and (c) of Section 3; b. deliver and pledge to the Purchaser Representative, at the Purchaser Representative's request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Purchaser Representative may request; provided, that so long as no Event of Default shall have occurred and be continuing, the Company may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business; c. give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerPurchaser Representative) to create, preserve, perfect or validate the any security interest granted pursuant hereto or to enable the Buyer Purchaser Representative to exercise and enforce its their rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Stock Collateral to be transferred of record into the name of the Buyer Purchaser Representative or its nominee (and the Buyer Purchaser Representative agrees that if any Pledged Stock Collateral is transferred into its name or the name of its nominee, it the Purchaser Representative will thereafter promptly give to NCMC the Company copies of any notices and communications received by it with respect to the applicable Pledged Stock Collateral)); without limiting , provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the generality provisions of Section 4.09 below; d. upon the acquisition after the date hereof by the Company of any Equipment covered by a certificate of title or ownership cause the Purchaser Representative to be listed as the lienholder on such certificate of title and within 120 days of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall acquisition thereof deliver and pledge evidence of the same to the Buyer Purchaser Representative; e. keep accurate books and records relating to the Collateral, and stamp or otherwise m▇▇▇ such note or instrument duly endorsed or accompanied books and records in such manner as the Purchaser Representative may reasonably require in order to reflect the security interests granted by duly executed instruments this Agreement; f. furnish to the Purchaser Representative from time to time (but, unless an Event of transfer or assignmentDefault shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Purchaser Representative may reasonably request, all in form reasonable detail; g. permit representatives of the Purchaser Representative, upon reasonable notice, at any time during normal business hours to inspect and substance satisfactory make abstracts from its books and records pertaining to the BuyerCollateral, and permit representatives of the Purchaser Representative to be present at the Company’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications by the Company with respect to the Collateral, all in such manner as the Purchaser Representative may reasonably require; and h. upon the occurrence and during the continuance of any Event of Default, upon request of the Purchaser Representative, promptly notify each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Purchaser Representative hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Purchaser Representative.

Delivery and Other Perfection. NCMC The Partnership shall:: ----------------------------- (a) if any Pledged Collateral of the above-described ownership interests, shares, securities, moneys, property or Membership Interests required to be pledged by NCMC the Partnership under Section 3 hereof is received by NCMCthe Partnership after the occurrence and during the continuance of an Event of Default, forthwith either (xi) transfer and deliver to the Buyer Lender such certificates or securities interests, money and property so received by NCMC (together with the ownership certificates and securities duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank)Partnership, all of which thereafter shall be held by the BuyerLender, pursuant to the terms term of this GuarantyAgreement, as part of the Pledged Collateral or (yii) take such other action as the Buyer Lender shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equity, securities, moneys, property or other interests Membership Interests in said clauses; and; (b) give, execute, deliver, file and/or record any financing statementsstatement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerLender) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Lender to exercise and enforce its rights hereunder with respect to such pledge and security interest (interest, including, without limitation, after the occurrence and during the continuance of an Event of Default, causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Lender or its nominee (and the Buyer Lender agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it will thereafter promptly give to NCMC the Partnership copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without . Without limiting the generality of the foregoing, the Partnership shall, after the occurrence and during the continuance of an Event of Default, if any Pledged Collateral shall be evidenced by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer Lender such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the BuyerLender; (c) maintain, hold and preserve full and accurate Records, and stamp or otherwise mark such Records in suc▇ ▇▇nner as the Lender may reasonably require in order to reflect the security interests granted by this Agreement; and (d) permit representatives of the Lender, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its Records, and permit representatives of the Lender to be present at the Partnership's place of business to make copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by the Partnership with respect to the Collateral, all in such manner as the Lender may require.

Delivery and Other Perfection. NCMC The Company shall: (a) a. if any Pledged Collateral of the above-described shares, securities, monies or property required to be pledged by NCMC the Company under clauses (a), (b) and (c) of Section 3 hereof is are received by NCMCthe Company, forthwith either (x) transfer and deliver to the Buyer Purchaser such certificates shares or securities so received by NCMC the Company (together with the ownership certificates for any such shares and securities duly endorsed in blank or accompanied by undated conveyance stock powers duly executed in blank), ) all of which thereafter shall be held by the BuyerPurchaser, pursuant to the terms of this GuarantyAgreement, as part of the Pledged Collateral or (y) take such other action as the Buyer Purchaser shall reasonably deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equityshares, securities, moneys, monies or property or other interests referred to in said clauses; and clauses (a), (b) and (c) of Section 3; b. deliver and pledge to the Purchaser, at the Purchaser's request, any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Purchaser may request; provided, that so long as no Event of Default shall have occurred and be continuing, the Company may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and the Purchaser shall, promptly upon request of the Company, make appropriate arrangements for making any other Instrument pledged by the Company available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Purchaser, against trust receipt or like document); c. give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the BuyerPurchaser) to create, preserve, perfect or validate the any security interest granted pursuant hereto or to enable the Buyer Purchaser to exercise and enforce its their rights hereunder with respect to such pledge and security interest (interest, including, without limitation, causing any or all of the Pledged Stock Collateral to be transferred of record into the name of the Buyer Purchaser or its nominee (and the Buyer Purchaser agrees that if any Pledged Stock Collateral is transferred into its name or the name of its nominee, it the Purchaser will thereafter promptly give to NCMC the Company copies of any notices and communications received by it with respect to the applicable Pledged Stock Collateral)); without limiting , provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the generality provisions of Section 4.09 below; d. upon the acquisition after the date hereof by the Company of any Equipment covered by a certificate of title or ownership cause the Purchaser to be listed as the lienholder on such certificate of title and within 120 days of the foregoing, if any Pledged Collateral shall be evidenced by a promissory note acquisition thereof (or such other instrument, NCMC shall time as the Purchaser may approve in its sole discretion) deliver and pledge evidence of the same to the Buyer Purchaser; e. keep accurate books and records relating to the Collateral, and, during the continuation of an Event of Default, stamp or otherwise m▇▇▇ such note or instrument duly endorsed or accompanied books and records in such manner as the Purchaser may reasonably require in order to reflect the security interests granted by duly executed instruments this Agreement; f. furnish to the Purchaser from time to time (but, unless an Event of transfer or assignmentDefault shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the material Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as the Purchaser may reasonably request, all in form reasonable detail; g. permit representatives of the Purchaser, upon reasonable notice, at any time during normal business hours to inspect and substance satisfactory make abstracts from its books and records pertaining to the BuyerCollateral, and permit representatives of the Purchaser to be present at the Company’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications by the Company with respect to the Collateral, all in such manner as the Purchaser may reasonably require; provided, however, that so long as an Event of Default is not continuing, such visits shall be made not more than once per fiscal year at Company’s expense; and h. upon the occurrence and during the continuance of any Event of Default, upon request of the Purchaser, promptly notify each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Purchaser hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Purchaser.

Delivery and Other Perfection. NCMC The Pledgor shall: (a) if any Pledged Collateral of the securities, instruments, moneys or property required to be pledged by NCMC the Pledgor under Section 3 hereof is 3(a) are received by NCMCthe Pledgor, forthwith either (x) transfer and deliver to the Buyer Administrative Agent such certificates securities or securities instruments so received by NCMC (together with the ownership certificates and securities Pledgor duly endorsed in blank or accompanied by undated conveyance powers duly executed in blank), all of which thereafter shall be held by the Buyer, Administrative Agent pursuant to the terms of this Guaranty, Agreement as part of the Pledged Collateral or (y) take such other action as the Buyer Administrative Agent shall deem necessary or appropriate to duly record duly the lien Lien created hereunder in such ownership interests, equity, securities, moneysinstruments, property moneys or other interests property in said clausesclauses (i), (ii) and (iii); and (b) give, execute, deliver, file and/or record any financing statements, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (reasonably requested by the Administrative Agent in the judgment of the Buyer) order to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Buyer Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (includinginterest, without limitation, including causing any or all of the Pledged Collateral to be transferred of record into the name of the Buyer Administrative Agent or its nominee (and the Buyer Administrative Agent agrees that if any Pledged Collateral is transferred into its name or the name of its nominee, it the Administrative Agent will thereafter promptly give to NCMC the Pledgor copies of any notices and communications received by it with respect to the applicable Pledged Collateral)); without limiting . The Pledgor hereby authorizes the generality Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the foregoingCollateral without the signature of the Pledgor where permitted by law. A carbon, if photographic or other reproduction of this Agreement or any Pledged financing statement covering the Collateral or any part thereof shall be evidenced sufficient as a financing statement where permitted by a promissory note or other instrument, NCMC shall deliver and pledge to the Buyer such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Buyerlaw.