2.3 Tax Withholding. All distributions under this Agreement are subject to withholding of all applicable taxes. Cash payments in respect of any Phantom Units, and/or the related DERs, shall be made net of any applicable federal, state, or local withholding taxes.
2.4 Administration. Pursuant to the Plan, the Committee is vested with conclusive authority to interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and to make determinations with respect to all matters relating to this Agreement, the Plan and awards made pursuant thereto. The authority to manage and control the operation and administration of this Agreement shall be likewise vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee, and any decision made by the Committee with respect to this Agreement, shall be final and binding. The Committee may refuse to issue Common Units as provided in Section 8(f) of the Plan and, without limiting the foregoing, may refuse to issue Common Units if, in its sole discretion, the Committee determines that the issuance of such Common Units may violate federal or state securities laws, the listing rules of the New York Stock Exchange, or the Second Amended and Restated Agreement of Limited Partnership of the Company.
2.5 Effect of Plan; Construction. The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the terms and conditions of the Plan under which the Phantom Units are granted, the provisions of the Plan shall govern and prevail. The Phantom Units, the related DERs and this Agreement are each subject in all respects to, and the Company and the Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without the Participants consent, of any rights earned or otherwise due to the Participant hereunder.
2.6 Amendment or Supplement. This Agreement shall not be amended or supplemented except by an instrument in writing executed by both parties to this Agreement, without the consent of any other person, as of the effective date of such amendment or supplement.
2.7 Captions. The captions at the beginning of each of the numbered Sections and Articles herein are for reference purposes only and will have no legal force or effect. Such captions will not be considered a part of this Agreement for purposes of interpreting, construing or applying this Agreement and will not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms and conditions.
2.8 Governing Law.
(a) THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.