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<br />203193300.19 -24- <br /> <br />approval referred to hereunder, it will so advise Operator and provide Operator an opportunity to discuss <br />with MTC and an opportunity to attempt to meet MTC’s objections. <br />7.2 Operator shall not install, or permit to be installed, on any Equipment, any Tobacco <br />Advertising, Alcohol Advertising, Firearms Advertising or other Prohibited Advertising. Advertising on <br />any Equipment, including electronic media, shall be consistent with guidelines adopted by each <br />Participating City for outdoor advertising as set forth in this Agreement. Operator shall not place any <br />Advertising or Sponsorship acknowledgment matter that is indecent, in obvious bad taste, or demonstrates <br />a lack of respect for public morals or conduct. (The prohibitions and restrictions in this Section 7 and in <br />Section 29 of the Coordination Agreement are referred to collectively as the “Advertising Restrictions”.) <br />7.3 Operator shall comply with all applicable laws, rules and regulations in force as of the <br />Effective Date and which may hereafter be adopted, to the extent not grandfathered under the law, with <br />respect to Advertising and Sponsorship. <br />7.4 Neither MTC nor any Participating City shall have any liability or obligation with regard <br />to any Advertising or Sponsorship that survives the termination or expiration of this Agreement, except <br />MTC and the Participating Cities, at no cost to MTC or the Participating Cities, shall cooperate with the <br />Recognized Lender to keep the Sponsorship agreement in effect while a replacement operator is being <br />pursued and will continue to cooperate if a replacement operator is selected. <br /> <br /> <br />REVENUE SHARING <br />8.1 Definitions. <br />8.1.1 “Contract Year” shall mean (a) the period commencing on the Agreed Phase I <br />Completion Date and ending on December 31 of the calendar year in which the Agreed <br />Phase I Completion Date falls, which period shall constitute Contract Year 1, and (b) <br />each subsequent calendar year during the Term, the first of which is Contract Year 2 <br />8.1.2 “Ridership Revenue” shall mean all revenues to the extent actually collected by <br />Operator as determined on a GAAP basis as Program membership or user payments <br />(including but not limited to annual, weekly and daily membership payments), and any <br />other Program revenue generated through Bicycle ridership, net of sales taxes or other <br />taxes imposed by law that Operator is obligated to collect and net of credit card fees <br />netted out of amounts due to Operator by the credit company prior to payment to <br />Operator and other billing related charges treated by the party imposing such charges in <br />a similar manner. <br />8.1.3 “Ridership Revenue Hurdle” shall mean $18,000,000 per calendar year, subject to CPI <br />Adjustment. The Ridership Revenue Hurdle shall be prorated for any Contract Year <br />that is not 365 days. <br />8.1.4 “Sponsorship Revenue” shall mean all revenues to the extent actually collected by <br />Operator as determined on a GAAP basis as a result of Program advertising and <br />sponsorships, including without limitation revenue generated in connection with (a)