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."
J.
THIS ARTICLE XX SHALL SURVIVE THE TERMINATION OF THIS POOLING
AGREEMENT.
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IN WITNESS WHEREOF, THE PARTICIPATING COMPANIES HAVE CAUSED THIS POOLING
AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORIZED REPRESENTATIVES, 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