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ARTICLE SI <br />MISCELLANEOUS <br />SECTION 11.01. GOVERNING LAW. This Agreement is executed by <br />the Initial Participants and delivered in the State and with <br />reference to the laws thereof, and the rights of all parties and <br />the validity, construction and effect of every provision hereof <br />shall be subject to and construed according to the laws of the <br />State. <br />SECTION 11.02. COUNTERPARTS. This Agreement may be executed <br />in several counterparts, each df which when so executed shall be <br />deemed to be an original, and such counterparts shall constitute <br />but one and the same instrument, which shall be sufficiently <br />evidenced by any such original counterpart. <br />SECTION 11.03. RELIANCE BY THIRD PARTIES. Any certificate by <br />an individual who, according to the records of the Trust, or of any <br />official or public body or office in which this Agreement may be <br />recorded, appears to be a Trustee hereunder or the Chairman of the <br />Trust, certifying to: (A) the number or identity of Trustees or <br />Participants; (B) the due authorization of the execution of any <br />instrument or writing; (C) the form of any vote passed at a meeting <br />of the Trustees; (D) the fact that the number of Trustees or <br />Participants present at any meeting or executing any written <br />instrument satisfies the requirements of this Agreement; (E) the <br />form of any by-laws adopted by or the identity of any officers <br />elected by the Trustees; or (F) existence of any fact or facts <br />which in any.manner relate to the affairs of the Trust, shall be <br />conclusive evidence as to the matters so certified in favor of any <br />person dealing with the Trustees or any of them or the Trust and <br />the successors of such person. <br />SECTION 11.04. PROVISIONS IN CONFLICT WITH LAW. The <br />provisions of this Agreement are severable. If the Trustees shall <br />determine, with the advise of its counsel, that any one or more of <br />such provisions (the "conflicting provisions") are in conflict with <br />applicable federal or State laws, the conflicting provisions shall <br />be deemed never to have constituted a part of this Agreement; <br />provided that such determination by the Trustees shall not affect <br />or impair any of the remaining provisions of this Agreement or <br />render invalid or improper any action taken or omitted (including <br />but not limited to the election of Trustees) prior to such <br />determination. <br />36 <br />