LAWS THEREOF TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.
F.
THIS POOL MANAGEMENT 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 POOL MANAGEMENT AGREEMENT OR THE SUBJECT MATTER HEREOF
EXCEPT AS SPECIFICALLY SET FORTH OR CONTEMPLATED HEREIN. IF ANY PROVISION OF
THIS POOL MANAGEMENT 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 POOL MANAGEMENT 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 POOL MANAGEMENT AGREEMENT WILL CONFER ANY RIGHTS UPON ANY PERSON
THAT IS NOT A PARTY OR A SUCCESSOR OR PERMITTED ASSIGNEE OF A PARTY TO THIS POOL
MANAGEMENT AGREEMENT.
I.
WHEREVER THE WORDS "INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN
THIS POOL MANAGEMENT AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS
"WITHOUT LIMITATION."
J.
THIS ARTICLE VI SHALL SURVIVE THE TERMINATION OF THIS POOL MANAGEMENT
AGREEMENT.
IN WITNESS WHEREOF, THE PARTICIPATING COMPANIES HAVE CAUSED THIS POOL MANAGEMENT
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
CASTLEPOINT INSURANCE COMPANY
By:
/s/ Joel S. Weiner
Name: Joel S. Weiner
Title: Senior Vice President & Chief Financial