Common use of Pledge and Collateral Assignment Clause in Contracts

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third Mezzanine) when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrower, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender as collateral and hereby grants to Mezzanine Lender a continuing first priority lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third Mezzanine)”): all of the right, title and interest of Mezzanine Borrower in and to (i) the Interest Rate Cap Agreement (Third Mezzanine); (ii) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower in respect of the Interest Rate Cap Agreement (Third Mezzanine) or arising out of the Interest Rate Cap Agreement (Third Mezzanine), whether as contractual obligations, damages or otherwise; and (iii) all of Mezzanine Borrower’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third Mezzanine), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing.

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third First Mezzanine) when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrower, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender as collateral and hereby grants to Mezzanine Lender a continuing first priority lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third First Mezzanine)”): all of the right, title and interest of Mezzanine Borrower in and to (i) the Interest Rate Cap Agreement (Third First Mezzanine); (ii) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower in respect of the Interest Rate Cap Agreement (Third First Mezzanine) or arising out of the Interest Rate Cap Agreement (Third First Mezzanine), whether as contractual obligations, damages or otherwise; and (iii) all of Mezzanine Borrower’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third First Mezzanine), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing.

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third Second Mezzanine) when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrower, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender as collateral and hereby grants to Mezzanine Lender a continuing first priority lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third Second Mezzanine)”): all of the right, title and interest of Mezzanine Borrower in and to (i) the Interest Rate Cap Agreement (Third Second Mezzanine); (ii) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower in respect of the Interest Rate Cap Agreement (Third Second Mezzanine) or arising out of the Interest Rate Cap Agreement (Third Second Mezzanine), whether as contractual obligations, damages or otherwise; and (iii) all of Mezzanine Borrower’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third Second Mezzanine), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing.

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third Mezzanine) of the Loan Parties under the Loan Documents when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrowerthe Borrowers, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender the Collateral Agent, on behalf of the Secured Parties, as collateral and hereby grants to Mezzanine Lender the Collateral Agent, on behalf of the Secured Parties, a continuing first priority lien Lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third Mezzanine)Collateral”): all of the right, title and interest of Mezzanine Borrower the applicable Borrowers in and to (iA) the Interest Rate Cap Agreement (Third Mezzanine)Agreements; (iiB) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower the applicable Borrowers in respect of the Interest Rate Cap Agreement (Third Mezzanine) Agreements or arising out of the Interest Rate Cap Agreement (Third Mezzanine)Agreements, whether as contractual obligations, damages or otherwise; and (iiiC) all of Mezzanine Borrower’s the Borrowers’ claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third Mezzanine)Agreements, in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing, such assignment to be evidenced by the Assignment of Interest Rate Cap Agreement, which shall be delivered by the Borrowers to the Collateral Agent on the Closing Date.

Pledge and Collateral Assignment. As security for the full Borrower shall enter into an Assignment of Interest Rate Cap Collateral with respect to each Interest Rate Cap Agreement and punctual payment and performance of the Obligations (Third Mezzanine) when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrower, as pledgor, hereby pledges, assigns, hypothecatestransfers, transfers delivers and delivers to Mezzanine Lender as collateral and hereby grants to Mezzanine Lender a continuing first priority lien to the Administrative Agent, as security for payment of all sums due in respect of the Loan and the performance of all other terms, conditions and covenants of this Agreement and any other Loan Document on the Borrower’s part to be paid and security interest performed, in, to and under all of the following such Borrower’s right, title and interest whether now owned or hereafter acquired and whether now existing or hereafter arising (collectively, the “Rate Cap Collateral (Third Mezzanine)Collateral”): all of the right, title and interest of Mezzanine Borrower in and to (i) in the Interest Rate Cap Agreement (Third Mezzanine)Agreements; (ii) to receive any and all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower in respect of the payments under any Interest Rate Cap Agreement (Third Mezzanine) or arising out of the Interest Rate Cap Agreement (Third Mezzanine)Agreement, whether as contractual obligations, damages or otherwise; and (iii) to all of Mezzanine Borrower’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the any Interest Rate Cap Agreement (Third Mezzanine)Agreement, in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing. The Borrower shall notify the counterparty under each Interest Rate Cap Agreement of such assignment. The Borrower shall not, without obtaining the prior written consent of the Administrative Agent, further pledge, transfer, deliver, assign or grant any security interest in any Interest Rate Cap Agreement or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements or any other notice or instrument as may be required under the UCC, as appropriate, except those naming the Administrative Agent as the secured party, to be filed with respect thereto.

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third Fourth Mezzanine) when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrower, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender as collateral and hereby grants to Mezzanine Lender a continuing first priority lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third Fourth Mezzanine)”): all of the right, title and interest of Mezzanine Borrower in and to (i) the Interest Rate Cap Agreement (Third Fourth Mezzanine); (ii) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower in respect of the Interest Rate Cap Agreement (Third Fourth Mezzanine) or arising out of the Interest Rate Cap Agreement (Third Fourth Mezzanine), whether as contractual obligations, damages or otherwise; and (iii) all of Mezzanine Borrower’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third Fourth Mezzanine), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing.

Pledge and Collateral Assignment. As security for the full and punctual payment and performance of the Obligations (Third Mezzanine) of the Loan Parties under the Loan Documents when due (whether upon stated maturity, by acceleration, early termination or otherwise), Mezzanine Borrowerthe Borrowers, as pledgor, hereby pledges, assigns, hypothecates, transfers and delivers to Mezzanine Lender the Administrative Agent, on behalf of the Lenders, as collateral and hereby grants to Mezzanine Lender the Administrative Agent, on behalf of the Lenders, a continuing first priority lien Lien on and security interest in, to and under all of the following whether now owned or hereafter acquired and whether now existing or hereafter arising (the “Rate Cap Collateral (Third Mezzanine)Collateral”): all of the right, title and interest of Mezzanine Borrower the applicable Borrowers in and to (iA) the Interest Rate Cap Agreement (Third Mezzanine)Agreements; (iiB) all payments, distributions, disbursements or proceeds due, owing, payable or required to be delivered to Mezzanine Borrower the applicable Borrowers in respect of the Interest Rate Cap Agreement (Third Mezzanine) Agreements or arising out of the Interest Rate Cap Agreement (Third Mezzanine)Agreements, whether as contractual obligations, damages or otherwise; and (iiiC) all of Mezzanine Borrower’s the Borrowers’ claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (Third Mezzanine)Agreements, in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any or all of the foregoing, such assignment to be evidenced by the Assignment of Interest Rate Cap Agreement, which shall be delivered by the Borrowers to the Administrative Agent within five (5) Business Days of the date of each Advance.