SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED; AND
(J)
AS OF THE PREFERRED STOCK PAYMENT DATE,
THE PREFERRED STOCK WILL BE DULY AUTHORIZED FOR ISSUANCE AND SALE TO THE
CUSTODIAL TRUST, PURSUANT TO THIS AGREEMENT, AND, WHEN ISSUED AND DELIVERED BY
THE COMPANY, PURSUANT TO THIS AGREEMENT, AGAINST PAYMENT OF THE PREFERRED STOCK
PURCHASE PRICE, WILL BE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE; THE
PREFERRED STOCK WILL CONFORM IN ALL RESPECTS TO THE TERMS OF THE PREFERRED STOCK
SET FORTH IN THE CHARTER ATTACHED HERETO AS ANNEX C; AND THE PREFERRED STOCK
WILL NOT BE SUBJECT TO PRE-EMPTIVE OR OTHER SIMILAR RIGHTS.
10.
SEVERABILITY
ANY PROVISION OF THIS AGREEMENT WHICH IS OR BECOMES ILLEGAL, INVALID OR
UNENFORCEABLE IN ANY JURISDICTION MAY BE SEVERED FROM THE OTHER PROVISIONS OF
THIS AGREEMENT WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY SHALL NOT INVALIDATE OR RENDER
ILLEGAL OR UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
11.
NOTICES
EACH COMMUNICATION TO BE MADE HEREUNDER SHALL BE DEEMED TO HAVE BEEN GIVEN
(I) FIVE (5) DAYS AFTER DEPOSIT OF SUCH COMMUNICATION WITH A REPUTABLE NATIONAL
COURIER SERVICE ADDRESSED TO SUCH PARTY AT ITS ADDRESS SPECIFIED BELOW (OR AT
SUCH OTHER ADDRESS AS SUCH PARTY SHALL SPECIFY TO THE OTHER PARTY HERETO IN
WRITING) OR (II) WHEN TRANSMITTED BY FACSIMILE TO SUCH PARTY AT ITS FACSIMILE
NUMBER SPECIFIED BELOW (OR AT SUCH OTHER FACSIMILE NUMBER AS SUCH PARTY SHALL
SPECIFY TO THE OTHER PARTY HERETO IN WRITING):
12
If to the Company at:
Assured Guaranty Corp.
1325 Avenue of the Americas
New York, New York
10019
Attention:
General Counsel
Facsimile:
(212) 581-3268
If to the Custodial Trust at:
The Bank of New York (Delaware)
P.O. Box 6973
White Clay Center
Route 273
Newark, Delaware 19714
Attention:
Kristine Gullo
Facsimile:
(302) 283-8279
Copies to:
The Bank of New York
101 Barclay Street
8th Floor East - Dealing and Trading Department
New York, New York 10286
Facsimile:
(212) 815-2830
In the case of any event under Sections 2.3, 7.3 or 14 of the Agreement, the
Company shall give notice to:
Standard & Poor's Ratings Services at:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Moody's Investors Services, Inc. at:
Moody's Investors Services, Inc.
99 Church Street
New York, New York 10007
12.
COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which when executed
and delivered shall constitute an original, but all the counterparts shall
together constitute but one and the same instrument.
13
13.
BENEFIT OF AGREEMENT AND DISCLAIMER
THIS AGREEMENT SHALL ENURE TO THE BENEFIT OF EACH PARTY HERETO AND ITS
SUCCESSORS AND ASSIGNS AND TRANSFEREES; PROVIDED THAT NEITHER PARTY HERETO MAY
TRANSFER ITS RIGHTS AND OBLIGATIONS HEREUNDER, BY OPERATION OF LAW OR OTHERWISE,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
14.
AMENDMENT AND ASSIGNMENT
14.1
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED