Common use of Advisory Board Clause in Contracts

Advisory Board. (a) On or immediately following the Closing Date, the General Partner shall establish an Advisory Board of the Partnership (the "Advisory Board") consisting of five (5) members. The members of the Advisory Board shall be three (3) representatives designated by TRST and two (2) representatives designated by Parkway. The General Partner shall have the right to designate one non-voting member to the Advisory Board to act as the non-voting Chairman of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) in accordance with TRST policies and regulations in place at the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for the amount of TRST actual expenditures, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving them. (b) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of Advisors, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one hand, and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase in the aggregate Capital Commitments to the Partnership. The recommendations of the Advisory Board shall be advisory only and shall not obligate the General Partner, or any Limited Partner, to act in accordance therewith. The Advisory Board shall not perform any functions that, if performed by a Limited Partner, would constitute participation in the control of the business of the limited partnership for purposes of the Act. (d) Each member of the Advisory Board shall be deemed removed from the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such Person.

Advisory Board. (a) On or immediately following the Closing Date, the General Partner shall establish an Advisory Board of the Partnership (the "“Advisory Board"”) consisting of five (5) members. The members of the Advisory Board shall be three (3) representatives designated by TRST and two (2) representatives designated by Parkway. The General Partner shall have the right to designate one non-voting member to the Advisory Board to act as the non-voting Chairman of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) in accordance with TRST policies and regulations in place at the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for the amount of TRST actual expenditures, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving them. (b) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of Advisors, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one hand, and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase in the aggregate Capital Commitments to the Partnership. The recommendations of the Advisory Board shall be advisory only and shall not obligate the General Partner, or any Limited Partner, to act in accordance therewith. The Advisory Board shall not perform any functions that, if performed by a Limited Partner, would constitute participation in the control of the business of the limited partnership for purposes of the Act. (d) Each member of the Advisory Board shall be deemed removed from the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such Person.

Advisory Board. (a) On or immediately following the Closing Date, the General Partner shall establish an Advisory Board of the Partnership (the "Advisory Board") consisting of five (5) members. The members of the Advisory Board shall be three (3) representatives designated by TRST PERS Holding and two (2) representatives designated by Parkway. The General Partner shall have the right to designate one non-voting member to the Advisory Board to act as the non-voting Chairman of the Advisory Board. Neither None of the Partnership nor members of the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other shall receive any compensation (including reimbursement of out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) in accordance connection with TRST policies and regulations in place at their position on the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for the amount of TRST actual expenditures, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving themAdvisory Board. (bd) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of AdvisorsPartner, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any material potential conflicts of interest between the General Partner and its Affiliates, on the one hand, and the Partnership or an Investment Vehicle, on the other as contemplated which is not otherwise covered by Section 14.4 hereofprocedures set forth on Exhibit E; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase in the aggregate Capital Commitments to the Partnership. The recommendations of the Advisory Board shall be advisory only and shall not obligate the General Partner, or any Limited Partner, to act in accordance therewith. The Advisory Board shall not perform any functions that, if performed by a Limited Partner, would constitute participation in the control of the business of the limited partnership for purposes of the Delaware Act. (d) Each member of the Advisory Board shall be deemed removed from the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such Person.

Advisory Board. (a) On or immediately following Following the Closing DateEffective Time, the General Partner EnergyNorth Natural Gas, Inc. shall establish maintain an Advisory Board of the Partnership advisory board (the "Advisory Board") consisting of not less than five members and to be chaired by ▇▇. ▇▇▇▇▇▇▇▇, for a period of at least three years following the Closing Date. Membership on the Advisory Board shall be offered to ▇▇. ▇▇▇▇▇▇▇▇ and all current members of the Company's Board of Directors who are residents of the State of New Hampshire and who are not employees of the Surviving Corporation and all such persons who join the Advisory Board shall be referred to as "Company Designees". Any vacancy on the Advisory Board which arises after the Effective Time (5including any shortfall in Advisory Board membership arising from the failure of at least five eligible members of the Company's Board of Directors to elect to join the Advisory Board) membersshall be filled by Parent with the advice of the then remaining Company Designees (and such replacement person shall be deemed a "Company Designee" for all purposes hereunder). Meetings of the Advisory Board shall be called by EnergyNorth Natural Gas, Inc. and shall be held no less frequently than quarterly, and EnergyNorth Natural Gas, Inc. shall consult with the Advisory Board with respect to regulatory and legislative matters and community affairs of EnergyNorth Natural Gas, Inc. in EnergyNorth Natural Gas, Inc.'s current service area (including consultations with the Advisory Board in which the Advisory Board may review and make recommendations consistent with Section 5.12 with respect to the civic, charitable and business and customer development activities of EnergyNorth Natural Gas, Inc. in such area). Company Designees shall receive a fee of $1,500 per meeting attended for serving on the Advisory Board, and shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with their service on the Advisory Board. The members of the Advisory Board shall be three (3) representatives designated by TRST and two (2) representatives designated by Parkway. The General Partner shall have the right to designate one non-voting member committed to the Advisory Board to act as the non-voting Chairman advancement of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) in accordance with TRST policies and regulations in place at the time affairs of the expenditure. After paying or reimbursing such costsSurviving Corporation, TRST will invoice the General Partner for the amount of TRST actual expendituresEnergyNorth Natural Gas, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving them. (b) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of Advisors, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one handInc., and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase Parent in the aggregate Capital Commitments State of New Hampshire. The Surviving Corporation shall provide to Company Designees indemnification rights to the Partnership. The recommendations same extent as provided to Surviving Corporation's directors pursuant to the Surviving Corporation's Articles of the Advisory Board shall be advisory only Incorporation and shall not obligate the General Partner, or any Limited Partner, to act in accordance therewith. The Advisory Board shall not perform any functions that, if performed by a Limited Partner, would constitute participation in the control of the business of the limited partnership for purposes of the Actbylaws. (d) Each member of the Advisory Board shall be deemed removed from the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such Person.

Advisory Board. (a) On or immediately following the Closing Date, the General Partner shall establish Each Member hereby acknowledges that an Advisory Board shall be constituted at such time as the members of the Partnership (the "Advisory Board") consisting restructured Board of five (5) membersManagers are appointed pursuant to Section 3.2(d). The members of the Advisory Board shall be three comprised initially of representatives of the Members that have Affiliated Managers or Non-Voting Advisors on the Board of Managers as of the date of this Agreement, but that do not have Affiliated Managers on the Board of Managers appointed pursuant to Section 3.2(d) (3) representatives designated by TRST and two (2) representatives designated by Parkwayeach, a “Member Representative”). The General Partner shall have the right to designate one non-voting member to Persons comprising the Advisory Board will be selected periodically by the Board of Managers from among the Member Representatives, in its discretion, to act serve as the non-voting Chairman members of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse on such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) terms as are set forth in accordance with TRST policies and regulations in place at the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for the amount of TRST actual expenditures, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving themthis Section 3.8. (ba) The Advisory Board shall meet with the General Partner at least twice annually and at consist of such times number of members as requested shall be determined from time to time by the General Partner or a majority of the Board of AdvisorsManagers. The then Chief Executive Officer of the Company or the Board of Managers shall call meetings of the Advisory Board from time to time as the Chief Executive Officer or the Board of Managers deems appropriate, so long as the Company has not been dissolved in each case, accordance with Article XII. Any meeting in person shall occur at a such time and place designated as determined by the General Partner upon reasonable prior notice to then Chief Executive Officer of the members Company or the Board of Managers. Such meetings of the Advisory BoardBoard may take place via telephone or video conferencing systems during which all participants are able to hear and participate in the proceedings. Members of the Advisory Board may choose to participate in any in-person meeting via telephone or video conference and, for purposes of such meeting, will be deemed to be present. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the members of the Advisory Board shall be by a vote of a majority of the members present at the Board. At any meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted where a matter is presented to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions , a quorum of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one hand, present and the Partnership Chief Executive Officer of the Company or an Investment Vehiclethe Board of Managers requests that the Advisory Board vote on a resolution setting forth its determination with respect to such matter, on such resolution shall be validly adopted only if approved by at least 50% of the other as contemplated members of the Advisory Board present at such meeting and voting. (b) The Members hereby acknowledge that any determinations or resolutions made by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase in the aggregate Capital Commitments to the Partnership. The recommendations of the Advisory Board shall be advisory only and the Board of Managers, acting on behalf of the Company, shall not obligate the General Partner, be required or any Limited Partner, otherwise bound to act in accordance therewithwith any such actions. (c) Any member of the Advisory Board may be removed at any time and for any reason, with or without cause, by a majority of the members of the Advisory Board present and voting at any meeting or by the Board of Managers. The Advisory Board shall not perform of Managers may fill any functions that, if performed by a Limited Partner, would constitute participation such vacancy with any such Member Representative as it may determine in the control of the business of the limited partnership for purposes of the Actits sole discretion. (d) Each Subject to Section 3.2(f), in the event that a Competitive Condition exists with respect to any Member, (x) no Affiliated Advisory Board Member of such Member may thereafter be elected or designated as a member of the Advisory Board pursuant to this Section 3.8, and (y) any Affiliated Advisory Board Member of such Member shall immediately cease to be a member of the Advisory Board, and, in the case of a member of the Advisory Board that is also a Member Representative, such Member that is represented by such Member Representative shall have the right to nominate a successor thereto to be considered at a special meeting of the Board of Managers duly called for such purpose; provided, that in the event that such Competitive Condition shall cease to exist, such Member shall no longer be prohibited from having an Affiliated Advisory Board Member as a result of such Competitive Condition. In addition, to the fullest extent permitted by law, (i) no officer, director, manager or other appointee or designee of a Member or of any subsidiary or Affiliate of such Member who was previously a member of the Advisory Board may, and such Member shall cause such individual not to, become a member of the board of directors, board of managers or other similar governance body of any Competing Person for a period of six (6) months from the date on which such individual ceased to be a member of the Advisory Board, and (ii) if any other officer, director, manager or other appointee or designee of the applicable Member or of any subsidiary or Affiliate of such Member becomes a member of the board of directors, board of managers or other similar governance body of any Competing Person during the aforementioned six-month period, the individual who was previously a member of the Advisory Board shall be deemed removed from enter into a confidentiality agreement with the Company, in form and substance reasonably satisfactory to the Company, prohibiting the disclosure of documents and information provided to him or her as a member of the Advisory Board if beyond individuals who have a need to know such information for purposes of monitoring such Member’s investment in the Limited Partner that Company; provided, that, in any event, such member represents either becomes a Defaulting Partner documents and information shall not be provided in any manner (directly or assigns more than 25% of its Interest indirectly) to any Person individual that is not an Affiliate a member of such the board of directors, board of managers or other similar governance body of any Competing Person. (e) The rights conferred by this Section 3.8 shall terminate upon the earlier of (i) the consummation of an Initial Public Offering by the Successor Corporation and (ii) the consummation of a Change in Control.

Advisory Board. (a) On or immediately following the Closing Date, The Partnership shall have an advisory board responsible for providing counsel and advice as the General Partner shall establish an Advisory Board of the Partnership may, from time to time, reasonably request, including (the "Advisory Board"i) consisting of five (5) members. The members of the Advisory Board shall be three (3) representatives designated by TRST and two (2) representatives designated by Parkway. The General Partner shall have the right advice to designate one non-voting member to the Advisory Board to act as the non-voting Chairman of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly with respect to such representatives at Advisory Board meetings) in accordance with TRST policies and regulations in place at the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for the amount of TRST actual expenditures, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving them. (b) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of Advisors, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one hand, Partnership; (ii) approval of changes to the Partnership’s investment guidelines; and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that approval of any investments by the Partnership outside the Partnership guidelines. (b) The Advisory Board shall be comprised of a representative of the General Partner, as a non-voting member and the chairman, and up to five representatives of the Limited Partners approve (provided that, if the Regulatory Fund is formed, the Advisory Board may include one or disapprove more representatives of the addition limited partners of Partners the Regulatory Fund) designated from time to time by the General Partner. The Advisory Board representatives and members shall be selected or an increase changed by the General Partner from time to time (such selection or change shall be in the aggregate Capital Commitments to discretion of the General Partner and need not be based on the size of a Limited Partner’s interest in the Partnership). The recommendations size of the Advisory Board may be increased at any time to add additional members with the consent of the General Partner and a majority of the members then comprising the Advisory Board. (c) The Advisory Board shall conduct its affairs in such manner and by such procedures as a majority of its members deems appropriate. Special meetings of the Advisory Board may be called at any time by the General Partner. All other actions taken by the Advisory Board shall be advisory only taken by a majority of its voting members (the “Board Majority”). Meetings and shall not obligate the General Partnervoting may be conducted in person, by telephone conference or by written consent. Attendance at any Limited Partner, meeting may be proxy or delegate. Notices to act in accordance therewith. The Advisory Board members shall not perform any functions that, if performed by a Limited Partner, would constitute participation be made pursuant to the procedures set forth in the control of the business of the limited partnership for purposes of the ActSection 10.5. (d) Each Subject to the provisions of this Agreement, the General Partner shall have the power at any time to determine, for all purposes of this Agreement, the fair market value of any assets and liabilities of the Partnership. (e) The Advisory Board shall take no part in the control or management of the Partnership’s affairs, nor shall the Advisory Board have any power or authority to act for or on behalf of the Partnership. No member of the Advisory Board shall be deemed removed from liable to any Partner for any action taken or omitted to be taken in good faith by it in connection with its participation on the Advisory Board. Neither the members of the Advisory Board, nor the Limited Partners on behalf of whom such members act as representatives, shall owe any duties (fiduciary or otherwise) under this Agreement, or at law or in equity, to the Partnership or any Partner in respect of the activities of the Advisory Board, other than the duty to act in good faith. The Partners and the Partnership acknowledge that, in taking or omitting any action hereunder, each member of the Advisory Board if may take into consideration solely the interests of the Limited Partner that represented by such member, and, in so doing, such member represents either becomes a Defaulting Partner or assigns more than 25% of shall be deemed to have fulfilled its Interest duty to any Person that is not an Affiliate of such Personact in good faith.

Advisory Board. (a) On At or immediately following before the Final Fund VIII Closing Date, the General Partner shall establish appoint an Advisory Board consisting of representatives for certain Fund VIII Investors (including representatives of investors (other than the General Partner, the Management Company or the Affiliates or employees of either of them) in Feeder Funds or Strategic Partnerships). As of and after the Final Fund VIII Closing Date, the Advisory Board shall consist of representatives of at least six Fund VIII Investors; prior to the Final Fund VIII Closing Date, there shall be no minimum number of members of the Advisory Board. Affiliates of the General Partner shall not serve as members of the Advisory Board. The Advisory Board shall serve as the advisory board for all or any Fund VIII Entities and their alternative investment vehicles. The General Partner shall bring to the Advisory Board for its review any potential conflict of interest situations involving the Management Company or the General Partner. The Advisory Board shall review such potential conflict of interest situations for fairness to the Partnership. The General Partner will not proceed with any such situations to which the Advisory Board objects. The Advisory Board is authorized to give any approval or consent required under the Advisers Act on behalf of the Partnership (and the "Advisory Board"Limited Partners, including under Section 206(3) consisting of five (5) membersthe Advisers Act. The members All of the seats on the Advisory Board shall be three (3) made available to representatives designated of the Fund VIII Investors nominated by TRST the General Partner. The Limited Partners shall be notified of the names of the Fund VIII Investors represented on the Advisory Board as soon as reasonably practicable after the first Closing as of which the initial appointments to the Advisory Board are made and two (2) representatives designated thereafter as soon as reasonably practicable after any additional Fund VIII Investor is granted the right to appoint a representative to the Advisory Board. If any representative of a Fund VIII Investor nominated by Parkwaythe General Partner cannot serve, another representative of such Fund VIII Investor may serve on the Advisory Board so long as initially such representative is reasonably acceptable to the General Partner. The authority of any member of the Advisory Board to participate in Advisory Board actions relating to the Partnership may be terminated by the vote of Limited Partners representing 75% in Interest of all Limited Partners at a Meeting. If the authority of a member of the Advisory Board has been terminated with respect to all Fund VIII Entities and their alternative investment vehicles, such member shall be deemed removed from the Advisory Board. The General Partner shall have the right to designate one remove a member of the Advisory Board if such member has (i) engaged in willful misconduct, gross negligence or bad faith, or (ii) failed to attend four consecutive meetings of the Advisory Board (whether such meetings are in person or by telephone); provided that the consent of a majority of those members of the Advisory Board that are not subject to such removal shall be required for removal of a member under Section 6.9(a)(i). A member of the Advisory Board shall be deemed removed automatically upon the transfer of all of the interests of the Fund VIII Investor which such member represents in the Fund VIII Entities or upon such Fund VIII Investor becoming a Defaulting Limited Partner (or the equivalent under another Fund VIII Agreement). The General Partner may invite a representative of a Fund VIII Investor to attend any Advisory Board meeting as a non-voting member to observer. Any approval or consent given by the Advisory Board to act as the non-voting Chairman of the Advisory Board. Neither shall be binding on the Partnership nor and the Limited Partners. (b) Except with respect to (i) co-investment transactions with entities permitted to be formed by, and allocations and activities permitted under, Section 6.8, including follow-on transactions, (ii) the activities permitted by Sections 3.1(h), 5.2(d) and 5.3, (iii) other co-investment activities permitted under this Agreement, and (iv) Permitted Passive Investments, the General Partner shall directly reimburse a TRST obtain the approval of the Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel prior to (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetingsA) in accordance with TRST policies and regulations in place at the time of the expenditure. After paying or reimbursing such costs, TRST will invoice the General Partner for causing or permitting the amount Partnership or any Portfolio Company to engage in any transaction with an Affiliate of TRST actual expenditures, and Parkway will invoice the General Partner for or an Affiliate of the amount Management Company except on an arm’s length basis and, in the case of Parkway actual expendituresa Portfolio Company, consistent with such Portfolio Company’s business purpose, (B) any Portfolio Company in which the Partnership has an interest binding itself to effect a material financial transaction with the General Partner or the Management Company or any of their Affiliates, or (C) the Partnership investing in a Portfolio Company which is, prior to such investment, an Affiliate of the General Partner or the Management Company. In addition, the General Partner will consult with, and not act contrary to the advice of, the Advisory Board in any situation which may give rise to a material conflict of interest with respect to the Partnership. (c) The General Partner on behalf shall obtain the approval of the Advisory Board prior to any change in the auditors of the Partnership will pay and in the invoices within thirty (30circumstances expressly provided in the definitions of Additional Principal Partners and Senior Principal Partners, Sections 3.1(a), 3.1(i), 3.1(l), 3.1(n), 4.7(c), 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(i), 5.1(k), 6.8(b), 6.8(d), 6.8(j), 6.9(a), 6.9(b), 6.14, 7.2(a), 10.1(a), 10.1(b) days of receiving themand 11.4(a). (bd) The Advisory Board shall meet with at least annually in the United States on such date as the General Partner at least twice annually and at such times as requested by the General Partner or together with a majority of the members of the Advisory Board of Advisorsmay mutually agree on, in each casesuch agreement not to be unreasonably withheld, at a time and place designated by on such other dates as the Advisory Board and the General Partner upon may from time to time agree. The General Partner shall provide the members of the Advisory Board with at least 60 days’ prior notice of the annual meeting. In the event of any change in the date, time or place of such meeting, the General Partner shall promptly give reasonable prior notice to the members of the Advisory Board. At each meeting of the Advisory Board, the members of the Advisory Board shall be permitted to conduct an “in camera” session of such members, without the presence of any representative of the General Partner. The quorum for General Partner shall provide to the Advisory Board such information as is reasonably necessary to carry out its responsibilities under this Agreement and such information relating to its activities and proposed activities as the Advisory Board shall reasonably request. If permitted by applicable law, the General Partner will discuss all litigation related to the affairs of the Partnership at the annual meeting of the Advisory Board. (e) The General Partner may call (and shall call if requested by a majority of the members of the Advisory Board) special meetings of the Advisory Board on at least three Business Days’ prior notice, which notice, notwithstanding Section 11.9, may be delivered by email, facsimile transmission or telephone to the email address, facsimile or telephone number of the member of the Advisory Board as set forth in the records of the Partnership, confirmed, if by email, by facsimile transmission, overnight mail or courier, or telephone. Any special meeting of the Advisory Board shall be at a majority of its memberslocation determined by the General Partner. All actions taken Any approval or consent to be given by the Advisory Board shall be by a vote require the approval of a majority of the members present of the Advisory Board and a majority of the members shall constitute a quorum at any meeting. If any member of the meeting thereofAdvisory Board determines that it shall abstain from any vote of the Advisory Board (including due to a conflict of interest), then such member shall not be counted for purposes of determining a quorum or approval. Meetings Attendance at Advisory Board meetings may be by telephone and members of the Advisory Board may be held in person, by telephone waive notice of any meeting before or other electronic deviceafter it is held. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove Attendance at any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one hand, and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase in the aggregate Capital Commitments to the Partnership. The recommendations meeting of the Advisory Board shall be advisory only and shall not obligate constitute a waiver of such notice, unless the General Partner, or any Limited Partner, to act attendance is expressly made in accordance therewithprotest of insufficient notice. The Advisory Board may establish such other rules of procedure as a majority of the members of the Advisory Board shall not perform any functions that, if performed agree upon. Any action to be taken by the Advisory Board at a meeting may be taken by means of written consent executed by a Limited majority of the members of the Advisory Board; provided that each member of the Advisory Board receives notice of any action proposed to be taken by written consent at substantially the same time as the other members of the Advisory Board and, in any event, at least three Business Days in advance; and provided, further, that a member of the Advisory Board may waive notice of such action at any time. (f) If requested by a majority of the members of the Advisory Board, the General Partner shall appoint independent legal counsel (reasonably acceptable to a majority of the members of the Advisory Board and the General Partner) to assist the Advisory Board with its review of any material matter of Partnership governance or any circumstance involving the Advisory Board’s review of a potential conflict of interest situation in accordance with this Section 6.9. (g) Neither the Advisory Board nor any member thereof shall have the power to bind or act for or on behalf of the Partnership in any manner and in no event shall a member of the Advisory Board be considered a general partner of the Partnership by agreement, would constitute participation estoppel or otherwise or be deemed to participate in the control of the business of the limited partnership for purposes Partnership as a result of the Actperformance of such member’s duties hereunder. (dh) Each member of No fees shall be paid by the Fund VIII Entities to the Fund VIII Investors represented on the Advisory Board or representatives of such Fund VIII Investors, but Fund VIII Investors and their representatives shall be deemed removed from entitled to reimbursement by the Fund VIII Entities for their reasonable out-of-pocket expenses incurred in connection with the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such PersonBoard.

Advisory Board. (a) On or immediately following Following the Closing DateEffective Time, the General Partner -------------- EnergyNorth Natural Gas, Inc. shall establish maintain an Advisory Board of the Partnership advisory board (the "Advisory Board") consisting of not less than five members and to be chaired by Mr. Giordano, for a period of at least three years ▇▇▇▇▇▇▇▇▇ ▇▇e Closing Date. Membership on the Advisory Board shall be offered to Mr. Giordano and all current members of the Company'▇ ▇▇▇▇▇ ▇▇ Directors who are residents of the State of New Hampshire and who are not employees of the Surviving Corporation and all such persons who join the Advisory Board shall be referred to as "Company Designees". Any vacancy on the Advisory Board which arises after the Effective Time (5including any shortfall in Advisory Board membership arising from the failure of at least five eligible members of the Company's Board of Directors to elect to join the Advisory Board) membersshall be filled by Parent with the advice of the then remaining Company Designees (and such replacement person shall be deemed a "Company Designee" for all purposes hereunder). Meetings of the Advisory Board shall be called by EnergyNorth Natural Gas, Inc. and shall be held no less frequently than quarterly, and EnergyNorth Natural Gas, Inc. shall consult with the Advisory Board with respect to regulatory and legislative matters and community affairs of EnergyNorth Natural Gas, Inc. in EnergyNorth Natural Gas, Inc.'s current service area (including consultations with the Advisory Board in which the Advisory Board may review and make recommendations consistent with Section 5.12 with respect to the civic, charitable and business and customer development activities of EnergyNorth Natural Gas, Inc. in such area). Company Designees shall receive a fee of $1,500 per meeting attended for serving on the Advisory Board, and shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with their service on the Advisory Board. The members of the Advisory Board shall be three (3) representatives designated by TRST and two (2) representatives designated by Parkway. The General Partner shall have the right to designate one non-voting member committed to the Advisory Board to act as the non-voting Chairman advancement of the Advisory Board. Neither the Partnership nor the General Partner shall directly reimburse a TRST Advisory Board representative for reasonable travel and other out-of-pocket expenses, but instead TRST initially will pay or reimburse such TRST Advisory Board representative for the cost of means of travel, accommodations, meals, and other related necessities of travel (except for meals, beverages and materials furnished by the Partnership directly to such representatives at Advisory Board meetings) in accordance with TRST policies and regulations in place at the time affairs of the expenditure. After paying or reimbursing such costsSurviving Corporation, TRST will invoice the General Partner for the amount of TRST actual expendituresEnergyNorth Natural Gas, and Parkway will invoice the General Partner for the amount of Parkway actual expenditures. The General Partner on behalf of the Partnership will pay the invoices within thirty (30) days of receiving them. (b) The Advisory Board shall meet with the General Partner at least twice annually and at such times as requested by the General Partner or a majority of the Board of Advisors, in each case, at a time and place designated by the General Partner upon reasonable prior notice to the members of the Advisory Board. The quorum for a meeting of the Advisory Board shall be a majority of its members. All actions taken by the Advisory Board shall be by a vote of a majority of the members present at the meeting thereof. Meetings of the Advisory Board may be held in person, by telephone or other electronic device. Limited Partners may receive, upon written request to the General Partner, copies of all materials submitted to the Advisory Board for review and the minutes of all meetings of the Advisory Board. (c) The functions of the Advisory Board will be to: (i) recommend that Limited Partners approve or disapprove any investment which is not an Investment or in compliance with Schedule 1; (ii) review any potential conflicts of interest between the General Partner and its Affiliates, on the one handInc., and the Partnership or an Investment Vehicle, on the other as contemplated by Section 14.4 hereof; (iii) recommend that Limited Partners approve or disapprove the addition of Partners or an increase Parent in the aggregate Capital Commitments State of New Hampshire. The Surviving Corporation shall provide to Company Designees indemnification rights to the Partnership. The recommendations same extent as provided to Surviving Corporation's directors pursuant to the Surviving Corporation's Articles of the Advisory Board shall be advisory only Incorporation and shall not obligate the General Partner, or any Limited Partner, to act in accordance therewith. The Advisory Board shall not perform any functions that, if performed by a Limited Partner, would constitute participation in the control of the business of the limited partnership for purposes of the Actbylaws. (d) Each member of the Advisory Board shall be deemed removed from the Advisory Board if the Limited Partner that such member represents either becomes a Defaulting Partner or assigns more than 25% of its Interest to any Person that is not an Affiliate of such Person.