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SCHEDULE 14

Advisory Committee Governance

Advisory Committee Rules of Governance

I. Creation of Advisory Committee. The Advisory Committee is established bythe Asset Transfer Agreement to provide input to PEDFA, the Qualified Designee, the

Asset anager, and the !perator "ith respe#t to #ertain matters affe#ting the Par$ing

%ystem in a##ordan#e "ith the terms of the Asset Transfer Agreement. Capitali&ed termsused in these 'ules have the meaning as#ribed to them in the Asset Transfer Agreement.

The Asset anager "ill be responsible for administering the Advisory Committee.

II. Committee Members. The Advisory Committee shall be #omposed of one

representative of ea#h of the Qualified Designee, the Asset anager, the !perator, (PA,

the City)s ayor, the City Coun#il, A*, the County, and D*%, in ea#h #ase sub+e#t tothe limitations of the Asset Transfer Agreement. Ea#h ember shall hold his or her seat

on the Advisory Committee until a su##essor is duly appointed and ualified or until theember)s earlier death, resignation, disualifi#ation or removal by the entity theyrepresent.

III. Resination or Removal of Members. Any ember may resign at any time by

noti#e given in "riting or by ele#troni# transmission to the Asset anager and the

Qualified Designee. %u#h resignation shall ta$e effe#t at the date of re#eipt of su#h

noti#e by the Asset anager or at su#h later time as is therein spe#ified. Ea#h partyrepresented on the Committee may repla#e its representative at any time.

I-. !o"ers # Res$onsibilities. y an affirmative vote of the embers as set forth

under %e#tion -I of these 'ules of *overnan#e, the "ritten resolutions of the AdvisoryCommittee shall govern all matters "hi#h #ome before the Advisory Committee.

-. Meetins. The Advisory Committee shall meet upon the reuest of PEDFA,

Asset anager, or ayor but not less than t"i#e per !perating /ear. eetings of theAdvisory Committee may be held on not less than ten 0123 days noti#e 0unless "aived by

all embers3 and in the City of (arrisburg 0unless a different lo#ation is approved by a

ma+ority of the embers3. Initially, meetings are anti#ipated to be held at least uarterly.

-I. %otin. The vote of a ma+ority of the embers shall be reuired for any

re#ommendation of the Advisory Committee. A 4minority5 re#ommendation "ill bein#luded if approved by at least three 063 members of the Advisory Committee.

-II. Reasonable %ote. In dis#harging his or her duties on the Committee, the

embers shall a#t in the best interest of the Par$ing %ystem, ondholders, and users of

the Par$ing %ystem. In determining "hat is in the best interest of the Par$ing %ystem,ondholders, and users of the Par$ing %ystem, the embers shall not be reuired to

regard the Party "ho appointed it as a dominant or #ontrolling interest or fa#tor, but shall

give due and reasonable #onsideration to all fa#tors affe#ting or related to the Par$ing

%ystem, in#luding, but not limited to70i3 long8term prospe#ts and interests of the Par$ing

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