Common use of Selection of the Advisory Committee Clause in Contracts

Selection of the Advisory Committee. The General Partner and Holdco shall propose and approve an Advisory Committee (the “Advisory Committee”), which shall be a committee of the Partnership consisting initially of six members. Of the six committee members, three shall be proposed and approved by the General Partner (a “GP Committee Member”) and three shall be proposed and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current members of the Advisory Committee as of the date of this Agreement. If Xxxxx X. Penske shall, for any reason, have permanently ceased to directly or indirectly participate in or control the material business decisions of the General Partner, the Advisory Committee shall, upon the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”). The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), on the first anniversary of such approval, the term of that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the PAG Non-Voting Observer were a member of the Advisory Committee. For the avoidance of doubt, any failures to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory Committee.

Selection of the Advisory Committee. (A) The General Partner and Holdco Managing Member shall propose and approve select an Advisory Committee (the “Advisory Committee”), "ADVISORY COMMITTEE" which shall be a committee consisting of (i) two representatives designated by the Managing Member, (ii) any non-voting members appointed by the Managing Member and (iii) representatives of Class A Members selected pursuant to the next two sentences. PWRES may, to the extent it holds an Interest, designate to the Advisory Committee a representative selected by PWRES. Subject to the Consent of the Partnership consisting initially Managing Member, which Consent shall not be unreasonably withheld, each Class A Member, other than PWRES, who has made a Capital Commitment of six members. Of at least $50 million may designate to the six committee membersAdvisory Committee a representative selected by such Class A Member; provided, three however, that the -------- ------- Class A Members, in the aggregate, shall be proposed entitled to no more than three (3) seats on the Advisory Committee, provided that if in the event such three (3) seats are occupied and approved in connection with the sale by any Class A Member of an Interest in the General Partner (a “GP Committee Company of at least $50 million, the Proposed Transferee so requests, such Proposed Transferee, subject to the reasonable Consent of the Managing Member”) and three , shall be proposed given a seat on the Advisory Committee. In addition, the Managing Member, in its sole discretion, may select representatives of Class A Members to sit on the Advisory Committee. There shall be at least one representative of the Class A Member on the Advisory Committee at all times. (B) Any member of the Advisory Committee may resign by giving the Managing Member thirty (30) days' prior written notice. Additionally, the Managing Member may, except as provided below, remove and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current replace members of the Advisory Committee as from time to time. Notwithstanding the foregoing, a representative designated by a Class A Member shall not be removed without the consent of the date of this AgreementClass A Member. If Xxxxx X. Penske shall, for any reason, have permanently ceased to directly or indirectly participate Any vacancy in or control the material business decisions of the General Partner, the Advisory Committee shall, upon shall be promptly filled by the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Managing Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”accordance with Section ------- 16.01(A). -------- (C) The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), on the first anniversary of such approval, the term of that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings members of the Advisory Committee (as provided for shall not receive any compensation in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to connection with their membership on the Advisory Committee; provided, however, that the members of the Advisory Committee (in such capacity) shall be -------- ------- reimbursed for the reasonable out-of-pocket expenses they incur in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the PAG Non-Voting Observer were a member activities of the Advisory Committee. For the avoidance of doubt, any failures to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory Committee.

Selection of the Advisory Committee. The General Partner and Holdco shall propose and approve select an Advisory Committee (the “Advisory Committee”), ,” which shall be a committee consisting of at least three and not more than seven Limited Partners. Each Limited Partner selected to be on the Partnership consisting initially Advisory Committee shall designate an individual (and any replacement thereof) to sit on the Advisory Committee as such Limited Partner’s representative who shall have authority to act on behalf of six memberssuch Limited Partner. Of the six committee members, three shall No Limited Partner selected to be proposed and approved by the General Partner (a “GP Committee Member”) and three shall be proposed and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current members member of the Advisory Committee as of the date of this Agreement. If Xxxxx X. Penske shall, for any reason, have permanently ceased to directly or indirectly participate in or control the material business decisions shall be an Affiliate of the General Partner, the Advisory Committee shall, upon the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”). The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), Each Limited Partner on the first anniversary of such approval, the term of that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for and such Limited Partner’s representative) (i) is not acting in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed a fiduciary capacity with respect to the members Partnership and the Partners, (ii) is free to consider its own interests in the performance of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records its duties as if the PAG Non-Voting Observer were a member of the Advisory Committee, (iii) is not obligated to devote any fixed amount of time to the activities of the Advisory Committee and (iv) has only the obligations and responsibilities imposed by this Agreement. For Any Limited Partner on the avoidance Advisory Committee may resign by giving the General Partner 30 days’ prior written notice and may remove and replace its representative by giving the General Partner TWO days’ notice. Additionally, the Advisory Committee may, by a vote of doubt, any failures to comply with two-thirds of the immediately preceding two sentences shall not affect in any way the validity of any actions taken by Limited Partners on the Advisory Committee, remove a Limited Partner’s representative from the Advisory Committee from time to time. Any vacancy in the Advisory Committee (other than those resulting from a change in a Limited Partner’s representative, which shall be filled by such Limited Partner), or any expansion of the membership of the Advisory Committee within the limit set forth above, shall be promptly filled by the General Partner. The Limited Partners on the Advisory Committee shall not receive any compensation in connection with their membership on the Advisory Committee; provided, however that the Limited Partners on the Advisory Committee shall be reimbursed for the reasonable travel expenses incurred to attend one meeting of the Advisory Committee of the Limited Partner’s choice each Fiscal Year.

Selection of the Advisory Committee. The General Partner shall select a committee consisting of between one (1) and Holdco shall propose and approve fifteen (15) members representing certain Class A Members (an Advisory Committee (the “Advisory Committee”); provided, however, that no member of the Advisory Committee shall be an Affiliate of the General Partner. Any member of the Advisory Committee may resign by giving the General Partner thirty (30) days’ prior written notice. Additionally, if any Class A Member whose representative is a member of the Advisory Committee becomes a “Defaulting Member” under the REIT LLC Agreement, the General Partner may, in its discretion, remove such Person’s representative from the Advisory Committee. Any vacancy in the Advisory Committee (other than those resulting from a change in a Class A Member’s representative on the Advisory Committee, which shall be a committee of the Partnership consisting initially of six members. Of the six committee members, three filled by such Class A Member) shall be proposed and approved promptly filled by the General Partner (a “GP Committee Member”) and three shall be proposed and approved by Holdco (a “GE Committee Member”)Partner. Schedule B annexed hereto sets forth the current The members of the Advisory Committee as of the date of this Agreement. If Xxxxx X. Penske shall, for shall not receive any reason, have permanently ceased to directly or indirectly participate compensation in or control the material business decisions of the General Partner, connection with their membership on the Advisory Committee shallCommittee; provided, upon the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”). The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), on the first anniversary of such approval, the term of however that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (shall be entitled to reimbursement by the Fund for their reasonable out-of-pocket expenses incurred in such capacity) the performance of their responsibilities in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records their capacities as if the PAG Non-Voting Observer were a member members of the Advisory Committee. For the avoidance of doubt, any failures Each Class A Member selected to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory CommitteeCommittee shall designate an individual (and a replacement thereof) to sit on the Advisory Committee as such Class A Member’s representative who shall (and shall be conclusively presumed to) have authority to act on behalf of such Class A Member. The Advisory Committee will be formed within one hundred twenty (120) days after the First Closing and may be increased in size after each Subsequent Closing.