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• • • shall continue to owe the Commission its Debt Service Shares and shall continue to have its franchise fees paid directly to the Commission as a credit against said obligations, with any excess to be remitted by the Commission to the withdrawn Member and any shortfall being paid by the Member to the Commission. A Member that has withdrawn from the Commission may, if no Bonds are outstanding, upon request, recover an amount of any equity that exists, as of the withdrawal date, in real property and buildings purchased or constructed with any Bonds, up to (but not exceeding) the withdrawn Member's individual percentage of total franchise fees paid to all the Members (or their designee), including the withdrawn Member, for the calendar year preceding withdrawal. The Commission may, if no Bonds are outstanding, at any time after the withdrawal of a Member as provided for herein, initiate a buy -out of the proportionate equity interest of the withdrawn Member, which interest is to be the withdrawn Member's individual percentage of total franchise fees paid to the Members (or their designee) and the withdrawn Member for the calendar year preceding the buy -out, pursuant to terms and conditions agreed upon by the parties. The amount of any equity distributed to a withdrawn Member will be paid, without interest, on a payment schedule established by the Commission, provided, however, the term of such payment schedule shall not exceed five (5) years. When calculating an equity repayment schedule, the Commission may deduct the withdrawn Member's proportionate share of outstanding indebtedness from the amount of any equity due to the withdrawn Member. Notwithstanding anything to the contrary, a withdrawing Member shall have no claim to the franchise fee the Grantee collected on its behalf for the year in which its withdrawal is effective, except for the reimbursement of cable - related expenses for that year. If no Bonds are outstanding, for the calendar year following withdrawal, and for all subsequent years, the entire franchise fee calculated upon gross revenues attributable to the system within the withdrawn Member shall be paid by Grantee to the withdrawn Member in accordance with the Franchise. 8. That Article XII, Section 1 of the Agreement shall be amended to read as follows: The Commission shall continue for an indefinite term unless the number of Members becomes less than five, or unless the Commission is terminated by mutual agreement of all of the Members at any time; provided that the Commission shall continue to exist as long as any Bonds described in Article VIII, Section 13 of this agreement remain outstanding. 9. The City understands and agrees that, pursuant to the foregoing amendments of the Agreement, (a) the Commission would be authorized to acquire the land and issue the Bonds for the Project and to proceed with its completion and (b) the City would be obligated to pay its share of the debt service on the Bonds and to continue to do so even if the City might elect to withdraw from the Commission. 10. This paragraph is solely to allow the Bonds initially issued pursuant to Article VIII, Section 13 of this Agreement to be designated as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code (the "Code ") in 4