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E. Fiscal Year Unless otherwise required by federal or state law, the fiscal <br />yvear for AC AP shall be from Januaryv 1, to and mcludul December 31. <br />NTI. All SCELLANEOUS PROVISIONS <br />A. Indefinite Term This agreement shall become effective upon execution <br />by the signatories hereto and shall continue in fizll force and effect until termunated pursuant to <br />this section. <br />B. Withdrawal Not Permitted As AC AP's current purpose is to <br />expeditiously Nvind up its affairs, the Members are not permitted to withdraw. <br />C. Termination This agreement shall terminate on the happening of either <br />of the following events: <br />The governing boards of each of the Members approve the <br />termination. <br />?. The entire Governing Board of AC AP unanimouslyv adopts a <br />resolution of termination stating: (a) that AC AP has been completely wound up; (b) that its <br />known debts and liabilities have been actually paid or adequately provided for; (c) that the <br />known assets of AC AP have been distributed to the persons entitled thereto after payment of <br />known debts and liabilities; and (d) that AC AP is dissolved. <br />D. Amendments This agreement mayv be amended at anyv time byv the <br />Written agreement of the Members, as long as the amendment is not in conflict ��ith applicable <br />law. <br />E. Limitation of Power Nothing contained in this agreement shall be <br />constmed to authorize any action which any simlatoryv is not authorized by laNv to undertake. <br />F. Sewerabilitw Should any part, term, or provision of this agreement be <br />decided by a court of competent jurisdiction to be illegal or in conflict Nvith any laNv of the State <br />of California, or othel be rendered unenforceable or ineffectual, the walidityv of the <br />remaining portions or provisions shall not be affected thereby. <br />G. Reservation of Rights Byv entering into this agreement the purpose of <br />which is to facilitate the orderlyv Nvmding up of AC AP's affairs, none of the Members shall be <br />deemed to be parties to the Original JP nor shall any of the Members be deemed to have <br />admitted responsibilityv for the debts, liabilities, and obligations of AC <br />H. Submission of Notice to Secretary of State Upon receipt of a fizllyv <br />executed copy of this agreement, ACAP shall prepare and file the notices Nvith the Secretary of <br />State and the State Controller required by Government Code sections 6,503.5 and 603.6. <br />[Execution Page Follows] <br />—6— <br />