(I) SUCH HOLDING SHALL NOT
AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINDER OF THIS POOLING
AGREEMENT, INCLUDING ANY OTHER PROVISION, PARAGRAPH OR SUBPARAGRAPH, AND
(II) THE PARTIES AGREE TO ATTEMPT IN GOOD FAITH TO REFORM SUCH VOID OR
UNENFORCEABLE PROVISION TO THE EXTENT NECESSARY TO RENDER SUCH PROVISION
ENFORCEABLE AND TO CARRY OUT ITS ORIGINAL INTENT.
G.
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 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 OF HOW LONG SUCH FAILURE CONTINUES, SHALL NOT CONSTITUTE A
WAIVER BY SUCH FIRST PARTY OF ANY OF ITS RIGHTS HEREUNDER.
THE RIGHTS AND
REMEDIES PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES
THAT ANY PARTY MAY OTHERWISE HAVE AT LAW OR EQUITY.
H.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE INSOLVENCY PROVISIONS ABOVE,
NOTHING IN THIS POOLING AGREEMENT WILL CONFER ANY RIGHTS UPON ANY PERSON THAT IS
NOT A PARTY OR A SUCCESSOR OR PERMITTED ASSIGNEE OF A PARTY TO THIS POOLING
AGREEMENT.
I.
WHEREVER THE WORDS "INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS
POOLING AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION."
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J.
THIS ARTICLE XX SHALL SURVIVE THE TERMINATION OF THIS POOLING AGREEMENT.
IN WITNESS WHEREOF, THE PARTICIPATING COMPANIES HAVE CAUSED THIS POOLING
AGREEMENT TO BE EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN, SUBJECT TO
THE SATISFACTION OF NEW YORK INSURANCE LAW § 1505, INCLUDING ANY CONDITIONS SUCH
REGULATORS MAY IMPOSE ON THE TERMS OF THIS AGREEMENT SUBSEQUENT TO THE DATE
HEREOF.
TOWER INSURANCE COMPANY OF NEW YORK
By:
/s/ Francis M. Colalucci
Name:
Francis M. Colalucci
Title:
Senior Vice President & Chief Financial Officer
Date:
January 11, 2007
CASTLEPOINT INSURANCE COMPANY
By:
/s/ Joel S. Weiner
Name:
Joel S. Weiner
Title:
Senior Vice President & Chief Financial Officer
Date:
January 11, 2007
20