Common use of Pledge of Membership Interests Clause in Contracts

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate of Formation or any agreement to which the Company is a party or otherwise bound notwithstanding, : (a) the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) (each, the “secured party”) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenderssecured party, and any such pledged or assigned membership interests Membership Interest and all associated rights and powers shall be subject to such lendersecured party’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The ; (b) the pledge or assignment of such the Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member the Member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders secured party shall not have any liability solely as a result of such pledge or assignment. Without ; (c) without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) secured party to enforce and exercise their its rights and remedies under such collateral documentation and these provisions hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Company’s Certificate of Formation (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company LLC Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) secured party pursuant to any such collateral documentation in connection with the exercise of any such lendersecured party’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 this Agreement and 18-704 the Company’s Certificate of the Delaware Act, this Agreement, the Certificate Formation and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Member to itself or themselvessuch secured party, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, (i) the right to succeed to the Membership Interests (ii) all rights and powers to (A) participate in the management of the business and the business affairs of the Company, to (B) replace, appoint, direct and substitute any other manager of the Company, (C) vote as a “member”” under the LLC Act, to (D) amend and restate this Agreement, to (E) manage and control the Company, (F) access information and review the Company’s books and records, to (G) compel dissolutiondissolution of the Company, to (H) share profits and losses, to and (I) receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and (iii) any and all other economic, control and “member status” status rights) and such Assignee shall automatically (without further requirements) be a member the Member of the Company with all rights and powers of a member the Member and as a “member” under the LLC Act. No ; (d) no such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 14 hereof or any other provision hereunder or otherwise. Furtherotherwise (and if at any time the Company would otherwise dissolve, such dissolution shall not occur if such secured party designates a successor Member for admission to the Company, and such admission shall be consummated and memorialized in any manner designated by such secured party in its discretion); (e) no lender such secured party or any such Assignee shall be liable for the obligations of any member the Member assignor to make contributions. The ; and (f) the Member shall approve approves all of the foregoing and agree agrees that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision (a) Notwithstanding anything herein to the contrary contrary, the Member and any other member of the Company shall be permitted to pledge or hypothecate any or all of its interests in the Company, including all economic rights, control rights, membership interests, and status rights as a Member or as a member, to any lender to the Company (or any affiliate of the Company) or any agent acting on such lender’s behalf, and any transfer of such interests pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon a default under the financing giving rise to any pledge or hypothecation of interests in the Company, the lender (or agent) shall have the right, as set forth in the applicable pledge or hypothecation agreement, and without further approval of the Member or any other member and without becoming a Member or otherwise becoming a member, to exercise the membership voting rights of the Member or any other member granting such pledge or hypothecation. Notwithstanding anything contained herein to the contrary, and without complying with any other procedures set forth in this Agreement, upon the Certificate exercise of remedies in connection with a pledge or any agreement to which hypothecation, (i) the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent thereforagent) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right transferee of such lender or lenders (or an agent thereforagent), as the case may be, shall become a Member or a member (as applicable) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition shall succeed to all of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, the rights and powers right to participate in the management of the business and the business affairs of the Company, and shall be bound by all of the obligations, of the Member or members (as applicable) under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) following such exercise of remedies, the pledging Member or other member shall cease to vote as be a “member”, to amend Member or a member and restate shall have no further rights or powers under this Agreement, to access information . The execution and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation delivery of income, gain, loss, deduction, credit this Agreement by a Member or similar items, and all any other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers shall constitute any necessary approval of a member and as a “member” under the Act. No such assignment, sale Member or other disposition shall constitute an event member under applicable law to the foregoing provisions of dissolution this Section 16(a). This Section 16(a) may not be amended or withdrawal under Section 13 modified so long as any of the Member’s or any other provision hereunder member’s membership interests or otherwiseother interests in the Company is subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent. Further, no lender Each recipient of a pledge or hypothecation of a Member’s or any such Assignee other member’s interests in the Company shall be liable for a third party beneficiary of the obligations provisions of this Section 16(a). (b) So long as any pledge of any member assignor to make contributions. The Member membership interests in the Company is in effect, the Company shall approve all not elect that its membership interests become governed by Article 8 of the foregoing and agree that no further approval, consent, notice or other action Uniform Commercial Code as in effect in any relevant jurisdiction without the consent of all pledgees of such membership interests. This provision shall be required for inure to the exercise benefit of any rights pledgee of the Company’s membership interests and its successors and assigns and designated agent, as an intended third-party beneficiary, and no amendment, modification or remedies under waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such collateral documentation pledgee (except or its successors or assigns or designated agent, as the case may be expressly provided in such collateral documentationbe).

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the each Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Each Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision to The pledge of any of the contrary contained Member's membership interests in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under provided in the loan documents underlying such collateral documentationpledge (the “Loan Documents”), cause any member the Member to cease to be a member of the Company or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentationLoan Documents, such lender or lenders the secured party under the Loan Documents (the “Secured Party”) shall not have any liability solely as a result of such pledge or assignmentpledge. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) a Secured Party to enforce and exercise their its rights and remedies under such collateral documentation the Loan Documents hereby is acknowledged by the Member acknowledged, and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and Agreement, subject to the Certificate (in each case, regardless terms of any restrictions or procedures otherwise herein or therein contained) the Loan Documents and applicable law (including the Delaware Limited Liability Company Act), and any law. Any assignment, sale or other disposition of the Membership Interests membership interests in the Company by such lender or lenders (or an agent therefor) a Secured Party pursuant to any such collateral documentation Loan Documents in connection with the exercise of any such lenderSecured Party’s or lenders’ rights and powers thereunder shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Member hereunder to itself or themselvesthe Secured Party, any other lender pursuant to the Loan Documents or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation the Loan Documents and applicable law (including, without limitation, the rights and powers to (i) participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to (ii) share profits and losses, to receive, cause and declare (iii) receive distributions, and to (iv) receive allocation allocations of income, gain, loss, deduction, credit or similar items), and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company Company, with all rights and powers of a member, and the Member shall cease to be a member and as a “member” under of the ActCompany. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. FurtherFurthermore, no lender pursuant to the Loan Documents or any such Assignee shall be liable for the obligations of any member assignor the Member to make contributionscontributions of capital to the Company. The Member shall approve Member, which is the sole member of the Company, approves all of the foregoing foregoing, and agree the Member agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation), subject to the terms of the Loan Documents and applicable law.

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate of Formation of the JV or any agreement to which the Company JV is a party or otherwise bound notwithstanding, : (a) the Membership Interests issued to Romeo hereunder or covered hereby and all associated interests, rights and powers may be pledged or assigned to any lender or lenders BorgWarner (or an agent therefor) (each, a “Secured Party”) as collateral for the indebtedness, liabilities and obligations of the Company Romeo and/or any of its subsidiaries or affiliates to such lender or lendersAffiliates thereof, and any such pledged or assigned membership interests Membership Interests and all associated rights and powers shall be subject to such lenderSecured Party’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The ; (b) the pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member Romeo to cease to be a member Member or to have the power to exercise any rights or powers of it may have as a member and, except Party or as provided in a Member and such collateral documentation, such lender or lenders Secured Party shall not have any liability solely as a result of such pledge or assignment. Without ; (c) without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) Secured Party to enforce and exercise their its rights and remedies under such collateral documentation hereby is acknowledged by the Member Romeo and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate of Formation of the JV (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and ​ applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the such Membership Interests by such lender or lenders (or an agent therefor) Secured Party pursuant to any such collateral documentation in connection with the exercise of any such lenderSecured Party’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, including under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate of Formation of the JV and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Romeo to itself or themselvessuch Secured Party, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with the terms of such collateral documentation and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements, including under any applicable provision hereof) succeed to be a member “member” of the Company JV with all rights and powers of a member Romeo and as a “member” under the Act. No ; (d) no such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal liquidation under Section 13 or any other provision hereunder or otherwise. Furtherotherwise (and if at any time the JV would otherwise dissolve, such dissolution shall not occur if such Secured Party designates a successor member for admission to the JV, and such admission shall be consummated and memorialized in any manner designated by such Secured Party in its discretion); (e) no lender such Secured Party or any such Assignee shall be liable for the obligations of any member assignor Romeo to make contributions. The Member shall approve ; and (f) Romeo approves all of the foregoing and agree agrees that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision Each Member (each being hereinafter referred to as a "Pledging Member”) may Pledge all or any portion of its Membership Interest or any of the proceeds thereof, at any time subject to the contrary contained following conditions: (i) the Person (the "Pledgee") to whom the Pledging Member’s Membership Interest or the proceeds thereof have been pledged in accordance with the provisions of this Agreement, Section 6.8 shall not have the Certificate or any agreement right to which become a substitute Member in the Company is a party or otherwise bound notwithstanding, Company; (ii) in the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned event that the Pledgee begins to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or effect any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights Pledgee Rights under any collateral documentation governing or pertaining to such the loan and/or pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposesagreement, including, without limitation, under Sections 18-702 and 18-704 foreclosure or sale pursuant to the applicable commercial code, the Pledging Member shall no longer have any management, approval, or consent rights provided in this Agreement; (iii) the documents governing the Pledge of all or any portion of the Delaware ActPledging Member’s Membership Interest pursuant to this Section 6.8 (the “Pledge Documents") shall contain a provision reasonably acceptable to the other Member (the "Non-Pledging Member") providing that upon the exercise of any of its Pledgee Rights, in no event shall the Pledgee be entitled to realize an amount in excess of an amount approved by the Non-Pledging Member (in its sole discretion) as set forth in the Pledge Documents; and (iv) the Pledge Documents shall contain a provision reasonably acceptable to the Non-Pledging Member acknowledging and providing that, notwithstanding anything in this AgreementAgreement or in the Pledge Documents to the contrary, upon a Transfer of the Pledging Member’s Membership Interest pursuant to the exercise of any of the Pledgee Rights, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) right of first refusal in respect of the applicable member Pledging Member’s Membership Interest provided to itself or themselvesthe Buyer in Section 6.4 hereof shall apply. In the event that the Pledgee Right effected by the Pledgee does not entail a cash sale of the Pledging Member’s Membership Interest, the purchase price of the Pledging Member’s Membership Interest pursuant to Section 6.4 shall equal the outstanding principal amount of the Pledging Member’s indebtedness to the Pledgee and any other lender or any other person or entityamounts owed to the Pledgee with respect thereto, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, any and all accrued but unpaid interest thereon. In the rights and powers to participate in event that the management Non-Pledging Member exercises its right of first refusal, upon payment of the business and purchase price, the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically Pledgee (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for Person acquiring the obligations Pledging Member’s Membership Interest as a result of any member assignor to make contributions. The Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of the Pledgee Rights) shall Transfer the pledged Membership Interest to the Non-Pledging Member, free and clear of any rights lien, pledge, or remedies under such collateral documentation (except as may other encumbrance associated with the Pledge or the Pledging Member’s obligation secured thereby. The Pledgee, the Pledging Member, and the Non- Pledging Member shall have executed an agreement, in form and substance reasonably satisfactory to the Non-Pledging Member, in order to implement the provisions of this Section 6.8. Any Pledge of a Pledging Member’s Membership Interest that violates the requirements of this Section 6.8 shall be expressly provided in such collateral documentation)null and void ab initio.

Pledge of Membership Interests. Any provision to the contrary contained The pledge of any membership interests in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound notwithstanding, by the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests Managing Member shall not, except as otherwise may result due to an exercise of rights and remedies under provided in the loan documents underlying such collateral documentationpledge (the “Loan Documents”), cause any member the Managing Member to cease to be a member or to cease to have the power to exercise any rights or powers of a member as Managing Member and, except as provided in such collateral documentationLoan Documents, such lender or lenders the secured party under the Loan Documents (the “Secured Party”) shall not have any liability solely as a result of such pledge or assignmentpledge. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) Secured Party to enforce and exercise their its rights and remedies under such collateral documentation Loan Documents hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any Agreement. Any assignment, sale or other disposition of the Membership Interests membership interests in the Company by such lender or lenders (or an agent therefor) Secured Party pursuant to any such collateral documentation Loan Documents in connection with the exercise of any such lenderSecured Party’s or lenders’ rights and powers thereunder shall be valid and effective for all purposes, including, without limitation, under Sections Section 18-702 and 18-704 of the Delaware Act, Limited Liability Company Act and this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Managing Member hereunder to itself or themselvesitself, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation Loan Documents and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, receive distributions and to receive allocation allocations of income, gain, loss, deduction, credit or similar items), and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as the Managing Member shall cease to be a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member the Managing Member assignor to make contributions. The Managing Member, which is the sole Managing Member shall approve of the Company, approves all of the foregoing and agree the Managing Member agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation documentation.” 2. Annex A to the Agreement is hereby amended and replaced in its entirety with Exhibit A hereto to give effect to the IPO, including the underwriters’ exercise of their option to purchase additional shares from the selling stockholders. 3. The Agreement is hereby amended to the fullest extent necessary to effect all of the matters contemplated by this Amendment. Except as specifically provided for in this Amendment, the provisions of the Agreement shall remain in full force and effect. 4. The execution, delivery and effectiveness of this Amendment shall not operate (a) as an amendment or modification of any provision, right or obligation of any Member under the Agreement except as may specifically set forth in this Amendment or (b) as a waiver or consent to any subsequent action or transaction. 5. This Amendment shall be expressly provided construed and enforced in such collateral documentation)accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

Pledge of Membership Interests. Any provision As collateral security for the performance and payment in full of the Secured Obligations, the Pledgor hereby expressly and unconditionally grants to the contrary contained in this AgreementCredit Support Provider, a continuing first priority security interest in, and lien on, and pledges and assigns to the Certificate or any agreement to which the Company is a party or otherwise bound notwithstandingCredit Support Provider, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest of the Pledgor in and to all or a portion (and rights and powersas applicable) of the applicable member to itself limited liability company membership interests or themselvesother units of equity ownership of every class of ACRC, any other lender or any other person or entityas more fully described on Exhibit A hereto, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, (i) all payments or distributions, whether in each case, of property or otherwise, at any time owing or payable to the Pledgor on account of its interest as a member in ACRC, (ii) all of the Pledgor’s rights and powers interests under its operating agreement, including all voting and management rights and all rights to participate in the management grant or withhold consents or approvals, (iii) all rights of the business access and the business affairs inspection to and use of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s all books and records, to compel dissolutionincluding computer software and computer software programs, to share profits and lossesof ACRC, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and (iv) all other economicrights, control and “member status” rights) and such Assignee shall automatically (without further requirements) interests, property or claims to which the Pledgor may be entitled in its capacity as a member of the Company with ACRC and (v) all rights Proceeds, income from and powers of a member increases in and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations products of any member assignor to make contributions. The Member shall approve all of the foregoing (collectively, the “Pledged Membership Interests”), to be held by the Credit Support Provider subject to the terms and agree conditions hereinafter set forth. The certificates for such Pledged Membership Interests, to the extent that no further approvalsuch interests are represented by certificates, consent, notice accompanied by transfer powers or other action appropriate instruments of assignment thereof duly executed in blank by the Pledgor, have been delivered to the Credit Support Provider. The Pledgor represents and warrants that, (A) none of the limited liability company membership interests issued by ACRC is a security governed by Article 8 of the Delaware Uniform Commercial Code and (B) in the event any limited liability company membership interests are securities governed by Article 8 of the Delaware Uniform Commercial Code, then (I) if such securities are certificated, then such securities shall be required for delivered to the exercise Credit Support Provider, together with transfer powers or other appropriate instruments of any rights or remedies under assignment thereof duly executed in blank by the Pledgor and (II) if such collateral documentation (except as may be expressly provided in securities are not certificated, then the Pledgor shall cause ACRC to enter into an agreement providing the Credit Support Provider control of such collateral documentation)Uncertificated Securities.

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate or any agreement to which the Company is a party or otherwise bound Agreement notwithstanding, the Membership Interests limited liability company interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company LLC and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership limited liability company interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignmentpledge. The pledge or assignment of such Membership Interests limited liability company interests shall not, except as otherwise may result due to an exercise of rights and remedies under provided in such collateral documentation, cause any member the Member to cease to be a member Member or to have the power to exercise any rights or powers of a member Member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignmentpledge. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests limited liability company interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, Act and this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member Member hereunder to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, in accordance with such collateral documentation and applicable law, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolutionLLC, to share profits and losses, to receive, cause and declare distributions, receive distributions and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rightsitem) and such Assignee shall automatically (without further requirements) be a member Member of the Company LLC with all rights and powers of a member and as a “member” under the ActMember. No such assignment, sale or other disposition Such assignment shall not constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwiseArticle VI hereunder. Further, no lender or any such Assignee shall be liable for the obligations of any member the Member assignor to make contributions. The Member shall approve approves all of the foregoing and agree agrees that no further approval, consent, notice or other action approval shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).

Pledge of Membership Interests. Any provision to the contrary contained in this Agreement, the Certificate Articles or any agreement to which the Company is a party or otherwise bound notwithstanding, the Membership Interests issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned membership interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Membership Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause any member to cease to be a member or to have the power to exercise any rights or powers of a member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by the Member and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement and the Certificate Articles (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Limited Liability Company Act), and any assignment, sale or other disposition of the Membership Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate Articles and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable member to itself or themselves, any other lender or any other person or entity, including a nominee, an agent or a purchaser at a foreclosure (each an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, the rights and powers to participate in the management of the business and the business affairs of the Company, to vote as a “member”, to amend and restate this Agreement, to access information and review the Company’s books and records, to compel dissolution, to share profits and losses, to receive, cause and declare distributions, and to receive allocation of income, gain, loss, deduction, credit or similar items, and all other economic, control and “member status” rights) and such Assignee shall automatically (without further requirements) be a member of the Company with all rights and powers of a member and as a “member” under the Act. No such assignment, sale or other disposition shall constitute an event of dissolution or withdrawal under Section 13 or any other provision hereunder or otherwise. Further, no lender or any such Assignee shall be liable for the obligations of any member assignor to make contributions. The Member shall approve all of the foregoing and agree that no further approval, consent, notice or other action shall be required for the exercise of any rights or remedies under such collateral documentation (except as may be expressly provided in such collateral documentation).