The invalidity or unenforceability of any term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforceability of any other provision, or any part of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision had never been contained in this Agreement unless the deletion of such term, phrase, clause, paragraph, section, restriction, covenant, agreement or other provision would result in such a material change as to cause the covenants and agreements contained in this Agreement to be unreasonable or would materially and adversely frustrate the objectives of the parties as expressed in this Agreement.  If any provision of this Agreement is determined to be overly broad or unenforceable, then that provision shall be enforceable to the maximum extent possible under applicable law and should be reformed accordingly.  If any provision of this Agreement is determined to be invalid or unenforceable, then that determination shall not affect the validity or enforceability of the other portions of this Agreement.