In the event that any provision of this First Amendment shall be held to be invalid or unenforceable in any respect, such provision shall be enforced to the fullest extent permitted by law and the remaining provisions of this First Amendment shall remain in full force and effect.  If any such invalid portion constitutes a material term of this First Amendment, the parties hereto shall meet and in good faith seek to mutually agree to modify this First Amendment so as to retain, if possible, the overall essential terms of this First Amendment.