Resolution of the City of Jersey City, N.J.

(e) it has conducted a diligent search and is unaware of any general liabiltyinsurance policies issued by Travelers to the City other than the generalliability insurance policies identified in Exhibit A.10.02 The City further represents and warrants that, as of the date of thisAgreement, it has not assigned any of its rights under the Policies to any other Person.Furthermore, none of the Paries may assign its rights or delegate its duties under thisAgreement without first obtaining the written consent of the other Patty; provided,however, that this provision shall not prohibit any assignment by any Party due to merger,consolidation, operation of law or to a Person who succeeds to all or substantially all ofsuch Party's assets. Subject to the foregoing, this Agreement shall extend to and bebinding upon the successors and assigns of the Parties.11. No Admission11.01 The City acknowledges that Travelers disputes coverage under thePolicies. Nothing in this Agreement is intended to create any right in any Person underthe Policies. The City recognizes that payments made by Travelers Indemnity under thisAgreement wil be made in compromise of disputed coverage claims and are not, andcannot be construed as, or asserted by the City or any other Person to be, an admission byTravelers that any defense, indemnity or any other obligation exists under the P?licies.By this settlement, Travelers is making no admission of any kind. The Paries agree thatnone of the teims of this Agreement, nor any aspect of its negotiation or performance,shall be used in any manner by any Person in any future action or proceeding as evidenceof the rights, duties or obligations of the Paries, except that this restriction shall notapply to any proceeding in which the effect of this Agreement is put at issue.Page 14 of20