Common use of Restrictions on General Partner’s Authority Clause in Contracts

Restrictions on General Partner’s Authority. (a) The General Partner may not take any action in contravention of this Agreement, including, without limitation: (i) taking any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (iii) admitting a Person as a Partner, except as otherwise provided in this Agreement; (iv) performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided Section 10.4 hereof or under the Act; or (v) entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction. (b) The General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction that would have the effect of such transactions: (i) except as provided in Sections 4.2(a), 5.5, 6.2(b) and 7.3(c) hereof, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article 11 or Article 12 hereof; (ii) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; or (iii) institute any proceeding for bankruptcy on behalf of the Partnership. (c) Notwithstanding Section 7.3(b) hereof, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal; (iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (iv) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (a) to reflect such changes as are reasonably necessary (i) for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any part of a Partnership Interest between the General Partner and any Qualified REIT Subsidiary; (vi) to modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (vii) to issue additional Partnership Interests in accordance with Section 4.2. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3(c) is taken. (d) Notwithstanding Sections 7.3(b) and 7.3(c) hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2(b) and 7.3(c) hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3(d); provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner's authority set forth elsewhere in this Section 7.3 without the Consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not not, without written approval of the specific act by all the Limited Partners or by other written instrument executed and delivered by all the Limited Partners subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, without limitation: (i) taking committing any action act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; ; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; purpose; (iii) admitting a Person as a Partner, except as otherwise provided in this Agreement; ; (iv) performing any act that would subject a Limited Partner to liability as a general partner amending this Agreement in any jurisdiction manner; or any other liability except as provided Section 10.4 hereof or under the Act; or (v) entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the transferring its General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restrictionInterest. (b) The Without the approval of holders of a majority of Limited Partner Interests, the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction that would have the effect of such transactions: (i) Partnership except as provided in Sections 4.2(a)permitted under Section 4.2, 5.5Section 11.1 and Section 11.2, 6.2(b) and 7.3(c) hereof, amend, modify elect or terminate this Agreement other than cause the Partnership to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article 11 or Article 12 hereof; (ii) make elect a successor general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; or (iii) institute any proceeding for bankruptcy on behalf partner of the Partnership. (c) Notwithstanding Section 7.3(b) hereofWithout the approval of the Conflicts Committee, the General Partner shall have not take any action that would result in the power, without the Consent of the Limited Partners, Partnership engaging in any business or activity or incurring any debts or liabilities except in connection with or incidental to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to its performance as general partner of the obligations Partnership or (ii) the acquiring, owning or disposing of debt or equity securities in the Partnership. (d) Without obtaining Extraordinary Approval, the General Partner shall not take any action to cause either the Partnership or surrender any right the MLP to (i) make or power granted consent to the General Partner or any Affiliate of the General Partner a general assignment for the benefit of the Limited Partners; Partnership’s or the MLP’s creditors; (ii) file or consent to reflect the admissionfiling of any bankruptcy, substitution insolvency or withdrawal of Partners reorganization petition for relief under the United States Bankruptcy Code naming the Partnership or the termination of MLP or otherwise seek, with respect to the Partnership in accordance with this Agreementor the MLP, and to amend Exhibit A in connection with such admission, substitution relief from debts or withdrawal; protection from creditors generally; (iii) file or consent to reflect the filing of a change that is of an inconsequential nature and does not adversely affect petition or answer seeking for the Limited Partners in any material respectPartnership or the MLP a liquidation, dissolution, arrangement, or to cure similar relief under any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; law; (iv) file an answer or other pleading admitting or failing to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation contest the material allegations of a federal petition filed against the Partnership or state agency or contained the MLP in federal or state law; (a) to reflect such changes as are reasonably necessary a proceeding of the type described in clauses (i) for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any part of a Partnership Interest between the General Partner and any Qualified REIT Subsidiary; (vi) to modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (vii) to issue additional Partnership Interests in accordance with Section 4.2. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3(c) is taken. (d) Notwithstanding Sections 7.3(b) and 7.3(c) hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, – (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2(b) and 7.3(c) hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3(d); provided(v) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or the MLP or for all or any substantial portion of its properties; (vi) sell all or substantially all of its assets; (vii) dissolve or liquidate, except, with respect to the Partnership only, in accordance with Article XII; or (viii) merge or consolidate; provided however, that the Consent of each Partner adversely affected this Section 7.3(d) shall not be required for any amendment preclude or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on limit the General Partner's authority set forth elsewhere ’s ability to mortgage, pledge, hypothecate or grant a security interest in this Section 7.3 without all or substantially all of the Consent specified therein. Any assets of the Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partnerencumbrance.

Restrictions on General Partner’s Authority. (a) The Notwithstanding any other provision of this Agreement, the General Partner may shall not take have authority to do any action of the following: (i) any act in contravention of this Agreement, including, without limitation:; (iii) taking any action that act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (iiiii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10purpose; (iiiiv) admitting admit a Person person as a Partner, except as otherwise provided in this Agreement; (ivv) performing amend this Agreement, except upon the written approval of the Majority Limited Partners; (vi) except to the extent permitted by Section 9.1, sell, assign, hypothecate, lease, exchange, pledge, encumber or otherwise transfer or grant a security interest in its interest as a General Partner of the Partnership; (vii) knowingly commit any act that which would subject a any Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided Section 10.4 hereof or under in which the ActPartnership transacts business; or (vviii) entering into any contractelect to dissolve the Partnership, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restrictionexcept as expressly permitted herein. (b) The Notwithstanding any other provision of this Agreement, other than Subsection 6.4(g), the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, not have authority to do any of the following actions or enter into any transaction that would have without the effect written approval (which approval may be by resolution) of such transactionsthe Advisory Committee: (i) except as provided Cause the Partnership to (A) incur indebtedness for borrowed money aggregating in Sections 4.2(a)excess of $25 million, 5.5including, 6.2(bwithout limitation, the refinancing of existing indebtedness, or (B) and 7.3(c) hereofgrant any liens, amend, modify encumbrances or terminate this Agreement other security interests with respect to any property of the Partnership (other than to reflect liens granted or indebtedness incurred in connection with the admission, substitution, termination or withdrawal financing of Partners pursuant to Article 11 or Article 12 hereofthe acquisition of vehicles by the Partnership in the ordinary course of business); (ii) make a general assignment for Adopt the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets annual budget of the Partnership; or (iii) institute any proceeding for bankruptcy on behalf of the Partnership. (c) Notwithstanding Section 7.3(b) hereof, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal; (iii) Change the Partnership’s policies relating to reflect a change that is requirements of an inconsequential nature federal, state and does not adversely affect the Limited Partners in any material respectlocal environmental statutes and regulations, or antitrust laws and regulations, laws and regulations relating to cure any ambiguitycontracts with federal, correct or supplement any provision in this Agreement not inconsistent with law or with other provisionsstate and local governments and governmental entities, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreementxxxxxxx xxxxxxx and ethical business practices; (iv) Change the name of the Partnership or the name or names under which the Partnership conducts business; provided, however, that nothing in this Subsection 6.5(b)(iv) shall be deemed to satisfy any requirementsprevent the Partnership from ceasing to use the name “Penske” if and to the extent required by that certain Tradename and Trademark Agreement, conditions or guidelines contained in any orderdated August 10, directive1988, opinionas amended from time to time, ruling or regulation of a federal or state agency or contained in federal or state lawbetween Penske Truck Leasing Corporation and the Partnership; (av) Change policies relating to reflect such changes as are reasonably necessary (i) for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any part of a Partnership Interest between the General Partner and any Qualified REIT Subsidiaryaccounting matters; (vi) Determine the accounting methods and conventions to modify be used in the manner preparation of the Returns (as defined in which Capital Accounts are computed (but only Subsection 8.2(d)), and make any and all elections under the tax laws of any jurisdiction as to the extent set forth in treatment of items of income, gain, loss, deduction and credit of the definition Partnership, or any other method or procedure related to the preparation of "Capital Account" or contemplated by the Code or the Regulations); andReturns; (vii) Change the Partnership’s policies relating to issue additional Partnership Interests in accordance with Section 4.2. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3(c) is taken.credit approval levels; (dviii) Notwithstanding Sections 7.3(bAppoint the officers of the Partnership; (ix) and 7.3(c) hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in Cause the Partnership into a General Partner Interest to expend in excess of $5 million in any single transaction or series of related transactions involving the acquisition of (except as a result A) any stock or other equity interest in any other entity or (B) all or substantially all of the General Partner acquiring such Partnership Interestassets of any other entity or person (other than instances where the principal assets to be acquired are vehicles), or cause the Partnership to incur capital expenditures in excess of $5 million in connection with any single transaction or series of related transactions (ii) modify the limited liability other than in respect of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2(b) and 7.3(c) hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3(dvehicles); provided, however, that with respect to transactions involving an investment in excess of $5 million but not in excess of $15 million, the Consent requisite approval of each Partner adversely affected the Advisory Committee shall be deemed to have been given if the Advisory Committee does not disapprove such investment by delivery of written notice thereof to the Partnership stating that at least 3 members of the Advisory Committee have disapproved within five Business Days following receipt of written notice of a request for approval of such transaction; (x) Change the character of the Partnership’s business from that set forth in clauses (i), (ii) and (iii) of Section 1.4 hereof, or cause the Partnership to engage in any activity other than as described therein; (xi) Declare or cause the Partnership to make any distribution to its Partners not otherwise expressly provided for herein; (xii) Increase or amend the compensation arrangements between the Partnership and Xxxxx X. Penske from those currently in effect; or (xiii) Commence any action, claim or proceeding by or in the name of the Partnership (other than a claim for indemnification by the Partnership under Paragraph 11.2 of the Venture Agreement) where the same involves an amount in excess of $500,000 or confess a judgment against the Partnership in an amount in excess of $100,000; provided, however, that the prior approval of the Advisory Committee shall not be required in order for any amendment the Partnership to commence an action, claim or action that affects all Partners holding proceeding in excess of the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on above-mentioned amount if the General Partner's authority Partner determines in the exercise of its reasonable business judgment that such action, claim or proceeding is necessary to protect the interests of the Partnership in its properties or assets and the Partnership would be prejudiced by the delay in seeking approval. (c) Notwithstanding any other provision of this Agreement, any determination to make a public offering of interests in the Partnership shall require the unanimous written approval of all of the Partners. (d) Notwithstanding anything to the contrary set forth elsewhere in this Section 7.3 Agreement, the Partnership is authorized to take any action required or expressly contemplated to be performed by it pursuant to the provisions of the Venture Agreement without requiring the Consent specified therein. Any such amendment approval of the Advisory Committee or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Limited Partner.

Restrictions on General Partner’s Authority. (a) The General Partner may not, and may not authorize the Manager pursuant to the Management Agreement to, take any action in contravention of an express prohibition or limitation of this Agreement, including, Agreement without limitation: (i) taking any action that would make it impossible to carry on the ordinary business written consent of a Majority in Interest of the PartnershipOutside Limited Partners or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement and may not, except as otherwise provided in this Agreement; and may not authorize the Manager pursuant to the Management Agreement to, (ii1) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (iii) admitting a Person as a Partner, except as otherwise provided in this Agreement; (iv) performing perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided Section 10.4 hereof herein or under the Act; or or (v2) entering enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, or has the effect of prohibiting or restricting, the ability of restricts (a) the General Partner, Partner or the Partnership from satisfying performing its specific obligations under Section 8.6 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction. (b) The General Partner shall not, and shall not authorize the Manager pursuant to the Management Agreement to, without the prior Consent written consent of a Majority in Interest of the Outside Limited Partners amend this Agreement in a manner that disproportionately effects such Limited Partners, undertakeif such amendment would amend Section 4.3, on behalf of the PartnershipArticle V, any of the following actions Article VI, Article VII, Section 8.6, Section 11.2 or enter into any transaction that would have the effect of such transactions: (i) except as provided in Sections 4.2(athis Section 7.3(b), 5.5, 6.2(b) and 7.3(c) hereof, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article 11 or Article 12 hereof; (ii) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; or (iii) institute any proceeding for bankruptcy on behalf of the Partnership. (c) Notwithstanding Section Sections 7.3(b) hereofand 14.2, the General Partner shall have the exclusive power, without the Consent prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A attached hereto in connection with such admission, substitution or withdrawal; (iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (iv) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement; (a) to reflect such changes as are reasonably necessary (i) for the General Partner SFTY to maintain or restore its status qualification as a REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest between among the General Partner Partner, and any Qualified REIT SubsidiarySubsidiary or entity that is disregarded as an entity separate from SFTY for U.S. federal income tax purposes; (vivii) to modify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed or maintained (but only to the extent set forth in the definition of "“Capital Account" ” or contemplated by the Code or the Regulations); and; (viiviii) to issue additional Partnership Interests in accordance with Section 4.24.3; (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3(d); (x) as may be required to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement (which may be affected through the replacement of Exhibit C with an amended Exhibit C); and (xi) for the purposes contemplated by Section 11.3(e). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3(c) is taken. (d) Notwithstanding Sections 7.3(b) and 7.3(c) hereof, this Agreement shall not be amended, and no action may be taken by the General PartnerPartner (and the General Partner shall not authorize the Manager pursuant to the Management Agreement to take any action), without the Consent consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 VI hereof (except, in any case, as permitted pursuant to Sections 4.24.3, 5.5, 6.2(b7.3(c) and 7.3(c) Article VI hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections Section 8.6 and 11.2 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof or (vvi) amend this Section 7.3(d); provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner's ’s authority set forth elsewhere in this Section 7.3 without the Consent consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. (a) The Notwithstanding any other provision of this Agreement, the General Partner may shall not take have authority to do any action of the following: (i) any act in contravention of this Agreement, including, without limitation:; (iii) taking any action that act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (iiiii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10purpose; (iiiiv) admitting admit a Person person as a Partner, except as otherwise provided in this Agreement; (ivv) performing amend this Agreement, except upon the written approval of the Majority Limited Partners; (vi) except to the extent permitted by Section 9.1, sell, assign, hypothecate, lease, exchange, pledge, encumber or otherwise transfer or grant a security interest in its interest as a General Partner of the Partnership; (vii) knowingly commit any act that which would subject a any Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided Section 10.4 hereof or under in which the ActPartnership transacts business; or (vviii) entering into any contractelect to dissolve the Partnership, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restrictionexcept as expressly permitted herein. (b) The Notwithstanding any other provision of this Agreement, other than Subsection 6.4(h), the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, not have authority to do any of the following actions or enter into any transaction that would have without the effect written approval (which approval may be by resolution) of the Advisory Committee, provided that, in the case of Subsections 6.5(b)(i), (iii) — (vi), (ix) — (xii) below, such transactions:approval shall require the written approval (which approval may be by resolution) of four members of the Advisory Committee (including at least one GE Committee Member): (i) except as provided Cause the Partnership Group to (A) incur indebtedness for borrowed money aggregating in Sections 4.2(aexcess of $50 million, including, without limitation, the refinancing of existing indebtedness (other than such indebtedness solely incurred in connection with financing of the acquisition of vehicles by the Partnership Group in the ordinary course of business), 5.5or (B) grant any liens, 6.2(b) and 7.3(c) hereof, amend, modify encumbrances or terminate this Agreement other security interests with respect to any property of the Partnership Group (other than such liens, encumbrances or other security interests granted in connection with the financing of the acquisition of vehicles by the Partnership Group in the ordinary course of business, which liens, encumbrances and security interests attach only to reflect the admissionvehicles being acquired with the proceeds of the applicable financing, substitutionincluding any chattel paper, termination or withdrawal replacements, substitutes and proceeds thereof, as such terms are defined in Article 9 of Partners pursuant to Article 11 or Article 12 hereofthe Uniform Commercial Code); (ii) make a general assignment for Adopt the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; or (iii) institute any proceeding for bankruptcy on behalf of the Partnership. (c) Notwithstanding Section 7.3(b) hereof, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, substitution or withdrawal of Partners or the termination annual budget of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawalGroup; (iii) Change the Partnership’s policies relating to reflect a change that is requirements of an inconsequential nature federal, state and does not adversely affect the Limited Partners in any material respectlocal environmental statutes and regulations, or antitrust laws and regulations, laws and regulations relating to cure any ambiguitycontracts with federal, correct or supplement any provision in this Agreement not inconsistent with law or with other provisionsstate and local governments and governmental entities, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreementxxxxxxx xxxxxxx and ethical business practices; (iv) Change the name of the Partnership or the name or names under which the Partnership conducts business; provided, however, that nothing in this Subsection 6.5(b)(iv) shall be deemed to satisfy any requirementsprevent the Partnership from ceasing to use the name “Penske” if and to the extent required by that certain Tradename and Trademark Agreement, conditions or guidelines contained in any orderdated August 10, directive1988, opinionas amended from time to time, ruling or regulation of a federal or state agency or contained in federal or state lawbetween Penske Truck Leasing Corporation and the Partnership; (av) Change policies relating to reflect such changes as are reasonably necessary (i) for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any part of a Partnership Interest between the General Partner and any Qualified REIT Subsidiaryaccounting matters; (vi) Determine the accounting methods and conventions to modify be used in the manner preparation of the Returns (as defined in which Capital Accounts are computed (but only Subsection 8.2(d)), and make any and all elections under the tax laws of any jurisdiction as to the extent set forth treatment of items of income, gain, loss, deduction and credit of the Partnership, or any other method or procedure related to the preparation of the Returns, or file a Form 8832 — Entity Classification Election or in any other manner make or change an election under U.S. Treasury Regulations Section 301.7701-3(c)(1) or successor regulations to have the definition of "Capital Account" or contemplated by the Code or the Regulations); andPartnership taxed as anything other than as a partnership for federal tax purposes; (vii) Change the Partnership’s policies relating to issue additional Partnership Interests in accordance with Section 4.2. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3(c) is taken.credit approval levels; (dviii) Notwithstanding Sections 7.3(bAppoint the officers of the Partnership; (ix) and 7.3(c) hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in Cause the Partnership into a General Partner Interest Group to expend in excess of $10 million in any single transaction or series of related transactions involving the acquisition of (except as a result A) any stock or other equity interest in any other entity or (B) all or substantially all of the General Partner acquiring such Partnership Interestassets of any other entity or person (other than instances where the principal assets to be acquired are vehicles), or cause the Partnership to incur capital expenditures in excess of $10 million in connection with any single transaction or series of related transactions (ii) modify the limited liability other than in respect of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2(b) and 7.3(c) hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3(dvehicles); provided, however, that with respect to transactions involving an investment in excess of $10 million but not in excess of $20 million, the Consent requisite approval of each Partner adversely affected the Advisory Committee shall be deemed to have been given if the Advisory Committee does not disapprove such investment by delivery of written notice thereof to the Partnership stating that at least two (2) members of the Advisory Committee have disapproved within five Business Days following receipt of written notice of a request for approval of such transaction; (x) Change the character of the Partnership Group’s business from that set forth in clauses (i) and (ii) of Section 1.4 hereof and as otherwise conducted on March 26, 2009, or cause the Partnership to engage in any activity other than as described therein or conducted on such date; (xi) Declare or cause the Partnership to make any distribution to its Partners (including for the avoidance of doubt, (i) any annual distributions of Available Cash pursuant to Section 5.1(a) which would exceed, in the aggregate, the Applicable Percentage of the Partnership’s profits determined in accordance with Generally Accepted Accounting Principles in respect of the preceding Partnership Year and (ii) any discretionary special distributions pursuant to Section 5.1(b)) not otherwise expressly provided for herein; (xii) Increase or amend the compensation arrangements for the direct services of Xxxxx X. Penske between the Partnership Group and Xxxxx X. Penske or any entity that is an Affiliate of Xxxxx X. Penske from those currently in effect; or (xiii) Commence any action, claim or proceeding by or in the name of the Partnership (other than a claim for indemnification by the Partnership under Paragraph 11.2 of the Venture Agreement) where the same involves an amount in excess of $10,000,000 or confess a judgment against the Partnership in an amount in excess of $100,000; provided, however, that the prior approval of the Advisory Committee shall not be required in order for any amendment the Partnership to commence an action, claim or action that affects all Partners holding proceeding in excess of the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on above-mentioned amount if the General Partner's authority Partner determines in the exercise of its reasonable business judgment that such action, claim or proceeding is necessary to protect the interests of the Partnership in its properties or assets and the Partnership would be prejudiced by the delay in seeking approval. (c) Notwithstanding any other provision of this Agreement, any determination to make a public offering of interests in the Partnership shall require the unanimous written approval of all of the Partners. (d) Notwithstanding anything to the contrary set forth elsewhere in this Section 7.3 Agreement, the Partnership is authorized to take any action required or expressly contemplated to be performed by it pursuant to the provisions of the Venture Agreement without requiring the Consent specified therein. Any such amendment approval of the Advisory Committee or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Limited Partner.