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to distribution of property and funds upon termination -of the <br />Agency, as set forth in Section 10.2 below. <br />Notwithstanding the above, in the event that the <br />withdrawal of a party from the Agency is ordered by a final <br />order of a court of competent jurisdiction, or said <br />withdrawal is caused solely by the judicial invalidation of a <br />.. fee program instituted by that party pursuant to Section 4.1 <br />above, the contribution of that party (as defined in Section <br />4.3 above) shall be refunded to said party upon its <br />withdrawal and said party shall have no further liability for <br />its proportionate share of any debts or other liabilities <br />.. incurred by the Agency prior to or subsequent to said party's <br />withdrawal from the Agency. <br />X <br />TERMINATION AND DISPOSITION OF ASSETS <br />10.1 Termination. <br />The Agency shall continue to exercise the joint <br />powers herein until the termination of this agreement and any <br />extension thereof or until the parties shall have mutually <br />rescinded this Agreement; providing, however, that the Agency <br />and this Agreement shall continue to exist for the purposes <br />of: disposing of all claims, distribution of assets and all <br />other functions necessary to conclude the affairs of the <br />Agency. <br />Termination shall be accomplished by written con- <br />sent of all of the parties, or shall occur upon the with- <br />-24- <br />