PARTY HERETO.
ANY ASSIGNMENT IN
VIOLATION OF THIS SECTION 16.3 SHALL BE VOID AND SHALL HAVE NO FORCE AND EFFECT.
SECTION 16.4.
EXECUTION IN COUNTERPART.
THIS AGREEMENT MAY BE EXECUTED
BY THE PARTIES HERETO IN ANY NUMBER OF COUNTERPARTS, AND BY EACH OF THE PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED
AND DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
SECTION 16.5.
CURRENCY.
WHENEVER THE WORD "DOLLARS" OR THE "$" SIGN
APPEAR IN THIS AGREEMENT, THEY SHALL BE CONSTRUED TO MEAN UNITED STATES DOLLARS,
AND ALL TRANSACTIONS UNDER THIS AGREEMENT SHALL BE IN UNITED STATES DOLLARS.
SECTION 16.6.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE CHANGED, ALTERED
OR MODIFIED UNLESS THE SAME SHALL BE IN WRITING EXECUTED BY THE COMPANY AND THE
ADMINISTRATOR.
NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, THE
EFFECTIVENESS OF ANY AMENDMENT TO THIS AGREEMENT IS CONDITIONED UPON APPROVAL OF
THE CONNECTICUT DEPARTMENT OF INSURANCE AND THE ILLINOIS DEPARTMENT OF
INSURANCE, IF REQUIRED, AND ANY SUCH OTHER GOVERNMENTAL AUTHORITY WHOSE PRIOR
APPROVAL IS REQUIRED BY APPLICABLE LAW.
SECTION 16.7.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED,
PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS
WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF TO
THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION.
SECTION 16.8.
ENTIRE AGREEMENT; SEVERABILITY.
(A)
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS,
UNDERSTANDINGS, STATEMENTS, REPRESENTATIONS AND WARRANTIES, NEGOTIATIONS AND
DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES AND THERE ARE NO GENERAL OR
SPECIFIC WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS BY OR AMONG THE PARTIES
IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF EXCEPT AS SPECIFICALLY SET FORTH OR CONTEMPLATED HEREIN.
(B)
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE VOID OR
UNENFORCEABLE, IN WHOLE OR IN PART, (I) SUCH HOLDING OR PROVISION SHALL NOT
AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT,
INCLUDING ANY OTHER PROVISION, PARAGRAPH OR SUBPARAGRAPH, AND (II) THE PARTIES
AGREE TO ATTEMPT IN GOOD FAITH TO REFORM SUCH VOID, UNENFORCEABLE OR VIOLATIVE
PROVISION TO THE EXTENT NECESSARY TO RENDER SUCH PROVISION ENFORCEABLE AND TO
CARRY OUT ITS ORIGINAL INTENT.
SECTION 16.9.
NO WAIVER; PRESERVATION OF REMEDIES.
NO CONSENT OR
WAIVER, EXPRESS OR IMPLIED, BY ANY PARTY TO OR OF ANY BREACH OR DEFAULT BY ANY
OTHER PARTY IN THE PERFORMANCE BY SUCH OTHER PARTY OF ITS OBLIGATIONS HEREUNDER
SHALL BE DEEMED OR CONSTRUED TO BE A CONSENT OR
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WAIVER TO OR OF ANY OTHER BREACH OR DEFAULT IN THE PERFORMANCE OF OBLIGATIONS
HEREUNDER BY SUCH OTHER PARTY HEREUNDER.
FAILURE ON THE PART OF ANY PARTY TO
COMPLAIN OF ANY ACT OR FAILURE TO ACT OF ANY OTHER PARTY OR TO DECLARE ANY OTHER
PARTY IN DEFAULT, IRRESPECTIVE