Common use of Pledge and Security Interest Clause in Contracts

Pledge and Security Interest. As additional security for the payment and performance by Borrowers of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers hereby unconditionally and irrevocably assign, convey, pledge, mortgage, transfer, deliver, deposit, set over and confirm unto Agent, and hereby grant to Agent a security interest and a valid and perfected first lien in (i) the Escrow Funds, (ii) the Escrow Account, (iii) all insurance of the Escrow Account, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoing. Agent shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers hereby assume all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the Lenders. Borrowers hereby agree that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers hereby waive all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree to execute and deliver on demand any and all documentation requested by Agent to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers hereby irrevocably constitute and appoint Agent as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia and upon an Event of Default, Agent may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent and Borrowers hereby acknowledge and agree that Agent has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account.

Pledge and Security Interest. As additional security for the payment ---------------------------- and performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transfertransfers, deliverdelivers, depositdeposits, set sets over and confirm confirms unto AgentPNC Bank, and hereby grant grants to Agent PNC Bank a security interest and a valid and perfected first lien in (i) the Escrow Funds, (ii) the Escrow Account, (iii) all insurance Letter of the Escrow Account, (iv) all accounts, contract rights Credit and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoinga draw thereon. Agent shall have possession of The foregoing is in addition to any and all passbooks or other evidences of such Escrow Account. Borrowers hereby assume all risk of loss with respect security interests and liens granted PNC Bank pursuant to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the Lenders. Borrowers hereby agree that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents), including, without limitation, pursuant to the Blackboard Escrow Agreement. Borrowers hereby waive all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation requested by Agent PNC Bank to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentationdocumentation and, at PNC Bank's option, to perform all acts and execute all documents necessary to draw on the Letter of Credit. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia State and upon any default hereunder or under any of the Loan Documents (an "Event of -------- Default"), Agent PNC Bank may exercise any or all of the remedies available ------- at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent PNC Bank and Borrowers Borrower hereby acknowledge and agree that Agent PNC Bank has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held valid and perfected first priority lien on and security interest in the Escrow AccountLetter of Credit and all proceeds of a draw thereon.

Pledge and Security Interest. As additional security for the payment and ---------------------------- performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transferinstruments, delivertransfers, depositdelivers, set deposits, sets over and confirm confirms unto AgentLender, and hereby grant grants to Agent Lender a security interest and a valid and perfected first lien in (ia) all funds held in the Escrow Funds, (ii) the Escrow Lockbox Account, (iiib) the Lockbox Account, (c) all insurance of the Escrow Lockbox Account, (ivd) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (ve) all sums now or hereafter therein or represented thereby, (vif) all replacements, substitutions or proceeds thereof, (viig) all instruments and documents now or hereafter evidencing the Escrow Funds funds held in the Lockbox Account or the Escrow Lockbox Account, (viiih) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds funds held in the Lockbox Account or the Escrow Lockbox Account (including the right to make withdrawal therefrom), and (ixi) all proceeds of the foregoing. Agent Lender may deliver notice of its interest in the funds held in the Lockbox Account and Lockbox Account at any time to the then applicable Depository Institution, and Lender shall have possession of all passbooks or other evidences of such Escrow Lockbox Account. Borrowers Borrower hereby assume assumes all risk of loss with respect to amounts on deposit in the Escrow Lockbox Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the LendersServicer or Lender. Borrowers Borrower hereby agree agrees that the advancement of Escrow Funds funds from the Escrow ▇▇▇▇▇▇▇ Account as set forth herein is at Borrowers’ Borrower's direction and is not the exercise by Agent Lender of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents)▇▇ ▇▇▇ault. Borrowers Borrower hereby waive waives all right to withdraw Escrow Funds funds from the Escrow Lockbox Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation ▇▇▇▇▇▇▇▇ation requested by Agent Lender or Servicer to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints Lender and Servicer as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia State and upon an Event of Default, Agent Lender may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent Lender and Borrowers Borrower hereby acknowledge and agree that Agent has Lender ▇▇▇ ▇▇ken a▇▇ ▇▇▇▇▇ns necessary to obtain, and Lender ▇▇▇ ▇▇s, a valid and perfected first priority lien on, and security interest in, any Escrow Funds funds now or hereafter held in the Escrow Lockbox Account.

Pledge and Security Interest. As additional security for the payment ---------------------------- and performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transfertransfers, deliverdelivers, depositdeposits, set sets over and confirm confirms unto AgentPNC Bank, and hereby grant grants to Agent PNC Bank a security interest and a valid and perfected first lien in (ia) the Escrow Funds, (iib) the Escrow Account, (iiic) all insurance of the Escrow Account, (ivd) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (ve) all sums now or hereafter therein or represented thereby, (vif) all replacements, substitutions or proceeds thereof, (viig) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viiih) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ixi) all proceeds of the foregoing. Agent PNC Bank may deliver notice of its interest in the Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers Borrower hereby assume assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the LendersPNC Bank. Borrowers Borrower hereby agree agrees that the advancement of Escrow Funds from the f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrowers’ Borrower's direction and is not the exercise by Agent PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers Borrower hereby waive waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation requested by Agent PNC Bank to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia State and upon an Event of Default, Agent PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent PNC Bank and Borrowers Borrower hereby acknowledge and agree that Agent PNC Bank has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account.

Pledge and Security Interest. As additional security for the payment and ---------------------------- performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transfertransfers, deliverdelivers, depositdeposits, set sets over and confirm confirms unto AgentPNC Bank, and hereby grant grants to Agent PNC Bank a security interest and a valid and perfected first lien in (ia) the Escrow Funds, (iib) the Escrow Account, (iiic) all insurance of the Escrow Account, (ivd) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (ve) all sums now or hereafter therein or represented thereby, (vif) all replacements, substitutions or proceeds thereof, (viig) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viiih) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ixi) all proceeds of the foregoing. Agent PNC Bank may deliver notice of its interest in the Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers Borrower hereby assume assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the LendersPNC Bank. Borrowers Borrower hereby agree agrees that the advancement of Escrow Funds from the f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrowers’ Borrower's direction and is not the exercise by Agent PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers Borrower hereby waive waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation ▇▇▇▇▇▇▇▇ation requested by Agent PNC Bank to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia State and upon an Event of Default, Agent PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent PNC Bank and Borrowers Borrower hereby acknowledge and agree that Agent PNC Bank has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account.

Pledge and Security Interest. (a) As additional security for the payment performance of its obligations under this Agreement and performance by Borrowers of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers hereby unconditionally and irrevocably assignthe payment and discharge of the Indebtedness, convey, pledge, mortgage, transfer, deliver, deposit, set over the Borrower and confirm unto AgentPA1 grant to the Lender a security interest in, and hereby grant lien upon all of the Collateral and authorizes Lender to Agent file all appropriate UCC-1 security statements in any office of public record to perfect such security interest, if recording is required to perfect such security interest. The Borrower and PA1, and each of them, grants to Lender a security interest and a valid right of setoff as security for all liabilities and perfected first lien in (i) the Escrow FundsObligations to Lender, (ii) the Escrow Accountwhether now existing or hereafter arising, (iii) upon and against all insurance of the Escrow AccountCollateral, (iv) all accountsdeposits, contract rights credits, and general intangibles or other rights and interests pertaining theretoproperty, (v) all sums now or hereafter therein in the possession, custody, safekeeping or represented therebycontrol of Lender or any entity under the control of Lender, (vi) all replacementsor in transit to any of them, substitutions or proceeds thereofincluding, (vii) all instruments but not limited to, the Project Funding Trust Account and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoing. Agent shall have possession of all passbooks or other evidences of such Escrow Project Restricted Deposit Account. Borrowers hereby assume all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the Lenders. Borrowers hereby agree that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of At any right of set-off or other remedy upon time after an Event of Default (as defined that has not been waived in writing by Lender), without demand or notice, Lender may set off the Loan Documents). Borrowers hereby waive all right same or any part thereof and apply the same to withdraw Escrow Funds from any liability or obligation of the Escrow Account, except upon full satisfaction Borrower and/or PA1 even though unmatured and regardless of all amounts owing under the adequacy of any other collateral securing the Loan. Borrowers agree The Lender shall not be required to execute marshal any present or future security for, or guarantees of the obligations or to resort to any such security or guarantee in any particular order and deliver on demand any and all documentation requested by Agent to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers hereby irrevocably constitute and appoint Agent as its attorney-in-fact, with full power of substitution and transferthe Borrower waive, to execute the fullest extent that it lawfully can, (a) any right they might have to require the Lender to pursue any particular remedy before proceeding against them and deliver (b) any and all such documentation. The power right to the benefit of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement or to direct the application of the proceeds of any collateral until the obligations are paid in full. (b) PA1 has determined that the extension of credit to the Borrower under the Uniform Commercial Code Note and this Agreement benefits it, and that its execution, delivery and performance of this Agreement, and the pledge contained herein, are in its best interests. To induce Lender to make the Loan, and acknowledging that Lender has in fact relied upon the agreements, warranties and representations of PA1 as enacted in the Commonwealth of Virginia and upon an Event of Default, Agent may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified set forth in this Agreement in extending credit facilities to ▇▇▇▇▇▇▇▇, ▇▇▇ has agreed to pledge and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent and Borrowers hereby acknowledge and agree that Agent has a valid and perfected first priority lien on, and grant security interest in, any Escrow Funds now or hereafter held interests in the Escrow AccountCollateral as security for the repayment of the Loan, in accordance with the terms of this Agreement.

Pledge and Security Interest. As additional security for the payment and performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transfertransfers, deliverdelivers, depositdeposits, set sets over and confirm confirms unto AgentLender, and hereby grant grants to Agent Lender a security interest and a valid and perfected first lien in (ia) the Escrow Funds, (iib) the Escrow Account, (iiic) all insurance of the Escrow Account, (ivd) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (ve) all sums now or hereafter therein or represented thereby, (vif) all replacements, substitutions or proceeds thereof, (viig) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viiih) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ixi) all proceeds of the foregoing. Agent Lender may deliver notice of its interest in the Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and Lender shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers Borrower hereby assume assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the LendersLender. Borrowers Borrower hereby agree agrees that the advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ Borrower's direction and is not the exercise by Agent Lender of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers Borrower hereby waive waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing then due and payable under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation requested by Agent Lender to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints Lender as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia Pennsylvania and upon an Event of Default, Agent Lender may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent Lender and Borrowers Borrower hereby acknowledge and agree that Agent Lender has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account.

Pledge and Security Interest. As additional security for the ---------------------------- payment and performance by Borrowers Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers Borrower hereby unconditionally and irrevocably assignassigns, conveyconveys, pledgepledges, mortgagemortgages, transfertransfers, deliverdelivers, depositdeposits, set sets over and confirm confirms unto AgentPNC Bank, and hereby grant grants to Agent PNC Bank a security interest and a valid and perfected first lien in (ia) the Escrow Funds, (iib) the Escrow Account, (iiic) all insurance of the Escrow Account, (ivd) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (ve) all sums now or hereafter therein or represented thereby, (vif) all replacements, substitutions or proceeds thereof, (viig) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viiih) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (ixi) all proceeds of the foregoing. Agent PNC Bank may deliver notice of its interest in the Escrow Funds and Escrow Account at any time to the financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such Escrow Account. Borrowers Borrower hereby assume assumes all risk of loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent and the LendersPNC Bank. Borrowers Borrower hereby agree agrees that the advancement of Escrow Funds from the f▇▇▇ ▇▇▇ Escrow Account as set forth herein is at Borrowers’ Borrower's direction and is not the exercise by Agent PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers Borrower hereby waive waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree Borrower agrees to execute and deliver on demand any and all documentation ▇▇▇▇▇▇▇▇ation requested by Agent PNC Bank to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers Borrower hereby irrevocably constitute constitutes and appoint Agent appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia State and upon an Event of Default, Agent PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent PNC Bank and Borrowers Borrower hereby acknowledge and agree that Agent PNC Bank has a valid and perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account.