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2.2 Termination. <br /> This Agreement may be terminated (i) by the unanimous consent of all Parties, or <br /> (ii) by CMA in the event of the withdrawal or termination of funding for the Project upon thirty <br /> (30) days prior written notice. <br /> 2.3 Withdrawal. <br /> Any Participating Agency may withdraw from participation in the Project under <br /> this Agreement upon sixty (60) days prior written notice in the event that substantially all federal <br /> or state funding for ongoing operations and maintenance of the Project is withdrawn or <br /> terminated. The withdrawal of a Participating Agency shall not affect the participation of any <br /> other Party, or the respective rights, duties and obligations of the other Parties under this <br /> Agreement. Except as otherwise provided herein, upon withdrawal, the rights, duties and <br /> obligations of the withdrawing Parties shall be extinguished and no withdrawing Party shall have <br /> any further liability to any of the other Parties arising out of this Agreement. <br /> ARTICLE III <br /> APPOINTMENT OF CMA AND PARTICIPATION <br /> 3.1 Appointment. <br /> The Participating Agencies hereby appoint CMA as their agent, and CMA hereby <br /> accepts such appointment, to provide management services for coordination of the ongoing <br /> operations of the Project after the Launch Date. CMA shall coordinate the operation of the <br /> Project among the Participating Agencies in order to provide the most optimal and efficient use <br /> of the Components to achieve the Project's congestion relief goals. CMA shall have Discretion <br /> with respect to the control, execution, implementation of the operational strategies, policies and <br /> procedures to be developed pursuant to this Agreement and memorialized in the O &M Manual. <br /> Smart OM - Version 2 -5- <br />