If any term of this letter agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.

If any term or other provision of this letter agreementAgreement is determined to any extentbe invalid, illegal,illegal or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability;enforced for any reason, all other terms hereofand provisions of this Agreement shall nevertheless remain in full force and effect.effect so long as the economic or legal substance of the matters contemplated hereby is not affected in any manner materially adverse to any party hereto.

Validity - Should any termprovision of this letter agreement isbe declared or be determined by any court of competent jurisdiction to any extentbe illegal or invalid, illegal,the validity of the remaining parts, terms or incapable of being enforced, suchprovisions shall not be affected thereby and said illegal or invalid part, term or provision shall be excludeddeemed not to the extentbe a part of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.this letter agreement.

This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this letter agreement is toLetter Agreement or of any extent invalid, illegal,other term or incapableprovision hereof. Furthermore, in lieu of being enforced,any such invalid or unenforceable term or provision, the parties hereto intend that there shall be excludedadded as a part of this Letter Agreement a provision as similar in terms to the extent of such invalidity, illegality,invalid or unenforceability; all other terms hereof shall remain in full forceunenforceable provision as may be possible and effect.be valid and enforceable.

Validity – Should any termprovision of this letter agreement isbe declared or be determined by any court of competent jurisdiction to any extentbe illegal or invalid, illegal,the validity of the remaining parts, terms or incapable of being enforced, suchprovisions shall not be affected thereby and said illegal or invalid part, term or provision shall be excludeddeemed not to the extentbe a part of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.this letter agreement.

If any term of this letter agreementAgreement is held by a court of competent jurisdiction to any extent invalid, illegal,be invalid or incapableunenforceable, then this Agreement, including all of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shallremaining terms, will remain in full force and effect.effect as if such invalid or unenforceable term had never been included.

In the event that any termprovision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this letter agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remainwill continue in full force and effect.effect without such provision.