ARBITERS MAY BE ENTERED IN ANY COURT OF
COMPETENT JURISDICTION.
C.
EACH PARTICIPATING COMPANY THAT IS A PARTY TO THE DISPUTE SHALL
BEAR THE EXPENSE OF ITS OWN ARBITER, AND SHALL JOINTLY AND EQUALLY BEAR WITH THE
OTHER THE EXPENSE OF THE UMPIRE AND OF THE ARBITRATION.
IN THE EVENT THAT THE
TWO ARBITERS ARE CHOSEN BY THE REQUESTING PARTICIPATING COMPANY, AS ABOVE
PROVIDED,
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THE EXPENSE OF THE ARBITERS, THE UMPIRE AND THE ARBITRATION SHALL BE EQUALLY
DIVIDED BETWEEN THE PARTICIPATING COMPANIES THAT ARE PARTIES TO THE ARBITRATION.
ARTICLE XX
MISCELLANEOUS PROVISIONS
A.
HEADINGS USED HEREIN ARE NOT A PART OF THIS POOLING AGREEMENT AND
SHALL NOT AFFECT THE TERMS HEREOF.
B.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS UNDER THIS
POOLING AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN
OR MADE AS FOLLOWS:
(A) IF SENT BY REGISTERED OR CERTIFIED MAIL IN THE UNITED
STATES RETURN RECEIPT REQUESTED, UPON RECEIPT; (B) IF SENT BY REPUTABLE
OVERNIGHT AIR COURIER, TWO BUSINESS DAYS AFTER MAILING; (C) IF SENT BY FACSIMILE
TRANSMISSION, WITH A COPY MAILED ON THE SAME DAY IN THE MANNER PROVIDED IN (A)
OR (B) ABOVE, WHEN TRANSMITTED AND RECEIPT IS CONFIRMED BY TELEPHONE; OR (D) IF
OTHERWISE ACTUALLY PERSONALLY DELIVERED, WHEN DELIVERED.
C.
THIS POOLING AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, PERMITTED ASSIGNS
AND LEGAL REPRESENTATIVES.
NEITHER THIS POOLING AGREEMENT, NOR ANY RIGHT OR
OBLIGATION HEREUNDER, MAY BE ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO.
D.
THIS POOLING 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.
E.
THIS POOLING AGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK 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.
F.
THIS POOLING AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS,
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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 POOLING AGREEMENT OR THE SUBJECT
MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH OR CONTEMPLATED HEREIN. IF ANY
PROVISION OF THIS POOLING AGREEMENT IS HELD TO BE VOID OR UNENFORCEABLE, IN
WHOLE OR IN PART, (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