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This excerpt taken from the C 10-Q filed Aug 3, 2007. Conflict; Governing Law. In the event of a conflict between the
Prospectus and this Agreement, this Agreement shall control. In the event of a conflict between this
Agreement and the Plan, the Plan shall control.
This Agreement shall be governed by the laws of the State of New York
(regardless of conflict of laws principles) as to all matters, including, but
not limited to, the construction, application, validity and administration of
the Program.
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