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BK: 2901 PG: 1163 A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK for the actual documented cost of the repairs and replacements and payments or reimbursements from third -parties. Notwithstanding the foregoing provisions, those portions of the NETWORK which are: (1) licensed for use to a Licensee with a License Agreement requiring replacement of the associated portion of the NETWORK for the continuation of such License Agreement, and/or; (2) used for operation of the 800 MHz radio system; shall be repaired or replaced in order to provide for the continuation of the License Agreement(s) and/or operation of the radio system. In such instance, the costs of the repairs and replacements shall be shared among the members pursuant to the cost sharing provisions of this Agreement unless otherwise agreed by the affected members, and with consideration given for any payments or reimbursements by third -parties. SECTION 22. Term and Termination. The term of this Agreement shall be for one (1) year from the Effective Date and shall automatically renew for successive one (1) year terms except for any member that gives the other members written notice of its intent to withdraw from the Agreement at least one -hundred twenty (120) days prior to the end of the then current term. Such notice of intent to withdraw shall be made in writing and shall be served on the other members in accordance with the notice provisions of this Agreement. This Agreement shall otherwise remain in full force and effect for the non -withdrawing members so long as at least two (2) members remain. This provision is in addition and supplemental to but does not replace or pre-empt any other provisions of this Agreement regarding termination by a member. Upon notice of a member's intent to withdraw from this Agreement, the remaining member(s) shall have the option to purchase the withdrawing member's ownership interest in all or any portion of the NETWORK as provided in Section 4 above and upon such other terms and conditions as may be negotiated between the withdrawing member and the other member(s). Should the non -withdrawing member(s) fail to exercise such option to purchase within 60 days after notice by the withdrawing member provided for above, the withdrawing member may offer its ownership interest to any third -party qualified to own such interest so long as such third -parry's ownership would have no detrimental affect on the other members and the status or continued operation of the NETWORK. On or after the effective date of the withdrawal and without liability on the part of the remaining members, the withdrawing member shall be disconnected from the NETWORK unless or until alternate arrangements are made for continued NETWORK use based on applicable rates and charges (e.g., License Agreement, service contract with provider). SECTION 23. Dispute Resolution. The members shall negotiate in good faith Agreement or under any instrument made Failing resolution, the affected members 20I5.2.06.Edited.Fiber Optic Agreement.CLEAN.doc resolution of any dispute arising under this to carry out the terms of this Agreement. shall submit the dispute to non-binding Page 13 of 19