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ensuing calendar year, a Member must withdraw from the Commission by filing a <br />written notice with the secretary by October 15 of any year giving notice of <br />withdrawal effective at the end of the calendar year; and membership shall <br />continue until the effective date of the withdrawal. A notice of withdrawal may <br />be rescinded by a Member at any time prior to the effective date of withdrawal. If <br />a Member withdraws before the dissolution of the Commission, the Member shall <br />have no claim against the assets of the Commission, including the right to receive <br />an allocation of franchise fees, except as provided herein. A Member <br />withdrawing after October 15 shall be obligated to pay its entire Operating Cost <br />Share (including any shortfalls) for the ensuing year as outlined in the budget of <br />the Commission for the ensuing year. A withdrawn Member will continue to be <br />responsible for its Debt Service Share (payable only from the withdrawn <br />Member's franchise fees) notwithstanding its withdrawal from the Commission, <br />and shall continue to have its franchise fees paid directly to the Commission until <br />all Bonds have been paid. Any excess of the withdrawn Member's franchise fees <br />over the withdrawn Member's Debt Service Share (and any required Operating <br />Cost Share, if the Member gave notice of withdrawal after October 15 of the <br />preceding calendar year) shall be remitted by the Commission to the withdrawn <br />Member. A Member that has withdrawn from the Commission may, if no Bonds <br />are outstanding, upon request, recover an amount of any equity that exists, as of <br />the withdrawal date, in real property and buildings purchased or constructed with <br />any Bonds, up to (but not exceeding) the Member's individual percentage of total <br />franchise fees paid to all the Members (or their designee) and the withdrawn <br />Member for the calendar year preceding withdrawal. The Commission may, if no <br />Bonds are outstanding, at any time after the withdrawal of a Member as provided <br />for herein, initiate a buy -out of the proportionate equity interest of the withdrawn <br />Member, which interest is to be the withdrawn Member's individual percentage of <br />total franchise fees paid to the Members (or their designee) and the withdrawn <br />Member for the calendar year preceding the buy -out, pursuant to terms and <br />conditions agreed upon by the parties. The amount of any equity distributed to a <br />withdrawn Member will be paid, without interest, on a payment schedule <br />established by the Commission, provided, however, the term of such payment <br />schedule shall not exceed five (5) years. When calculating an equity repayment <br />schedule, the Commission may deduct the withdrawn Member's proportionate <br />share of outstanding indebtedness from the amount of any equity due to the <br />withdrawn Member. Notwithstanding anything to the contrary, a withdrawing <br />Member shall have no claim to the franchise fee the Grantee collected on its <br />behalf for the year in which its withdrawal is effective, except for the <br />reimbursement of cable - related expenses for that year. If no Bonds are <br />outstanding, for the calendar year following withdrawal, and for all subsequent <br />years, the entire franchise fee calculated upon gross revenues attributable to the <br />system within the withdrawn Member shall be paid by Grantee to the withdrawn <br />Member in accordance with the Franchise. <br />8. That Article XII, Section 1 of the Agreement shall be amended to read as follows: <br />The Commission shall continue for an indefinite term unless the number of <br />4 <br />