OR OTHER COMMUNICATION GIVEN TO A PERSON IN CONNECTION WITH THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN TO SUCH
PERSON (A) WHEN DELIVERED PERSONALLY TO SUCH PERSON, OR (B), PROVIDED THAT A
WRITTEN ACKNOWLEDGMENT OF RECEIPT IS OBTAINED, TWO DAYS AFTER BEING SENT BY
PREPAID CERTIFIED OR REGISTERED MAIL, OR BY A NATIONALLY RECOGNIZED OVERNIGHT
COURIER, TO THE ADDRESS SPECIFIED BELOW FOR SUCH PERSON (OR TO SUCH OTHER
ADDRESS AS SUCH PERSON SHALL HAVE SPECIFIED BY 10 DAYS' ADVANCE NOTICE GIVEN IN
ACCORDANCE WITH THIS SECTION 15), OR (C) IN THE CASE OF THE COMPANY ONLY, ON THE
FIRST BUSINESS DAY AFTER IT IS SENT BY FACSIMILE TO THE FACSIMILE NUMBER SET
FORTH FOR THE COMPANY (OR TO SUCH OTHER FACSIMILE NUMBER AS THE COMPANY SHALL
HAVE SPECIFIED BY 10 DAYS' ADVANCE NOTICE GIVEN IN ACCORDANCE WITH THIS SECTION
15), WITH A CONFIRMATORY COPY SENT BY CERTIFIED OR REGISTERED MAIL OR BY
OVERNIGHT COURIER TO THE COMPANY IN ACCORDANCE WITH THIS SECTION 15.
If to the Company, to:
ACA Financial Guaranty Corporation
140 Broadway
New York, NY 10005
Attention:
General Counsel
Telephone: (212) 375-2000
Facsimile: (212) 375-2100
15
If to the Executive, to:
The Executive's principal residence as shown in the records of the Company
with a copy to:
The Executive at the Company's address
and
A. Richard Susko
Cleary Gottlieb
One Liberty Plaza
New York New York 10006
Telephone:
(212) 225 2410
Facsimile: (212) 225 3999
The address most recently specified by the Executive or beneficiary through
notice given in accordance with this Section 15.
16.
GUARANTEE OF OBLIGATIONS.
HOLDINGS IS A
BENEFICIARY OF THE SERVICES PROVIDED BY EXECUTIVE AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY GUARANTEE THE PERFORMANCE OF ALL OBLIGATIONS OF FINANCIAL
HEREUNDER.
17.
INSURANCE.
THE COMPANY MAY, AT ITS
DISCRETION, APPLY FOR AND PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE
AND/OR DISABILITY INSURANCE ON THE EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED
ADVISABLE.
THE EXECUTIVE AGREES TO COOPERATE IN ANY MEDICAL OR OTHER
EXAMINATION, SUPPLY ANY INFORMATION AND EXECUTE AND DELIVER ANY APPLICATIONS OR
OTHER INSTRUMENTS IN WRITING AS MAY BE REASONABLY NECESSARY TO OBTAIN AND
CONSTITUTE SUCH INSURANCE.
18.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS
THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES CONCERNING THE
SUBJECT MATTER HEREOF AND, AS OF THE EFFECTIVE DATE, SUPERSEDES ALL PRIOR
AGREEMENTS, UNDERSTANDINGS, DISCUSSIONS, NEGOTIATIONS, AND UNDERTAKINGS, WHETHER
WRITTEN OR ORAL, BETWEEN THE PARTIES WITH RESPECT THERETO, INCLUDING, BUT NOT
LIMITED TO, THE FORMER EMPLOYMENT AGREEMENT.
(B)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
RECOGNIZE THAT IT IS TO THE BENEFIT OF THE COMPANY AND THE EXECUTIVE THAT THIS
AGREEMENT BE CARRIED OUT; AND FOR THOSE AND OTHER REASONS, THE EXECUTIVE AND THE
COMPANY WOULD BE IRREPARABLY DAMAGED IF THIS AGREEMENT IS NOT SPECIFICALLY
ENFORCED IN THE EVENT OF A BREACH HEREOF.
IF THIS AGREEMENT IS BREACHED BY THE
COMPANY OR THE EXECUTIVE, THE PARTIES HERETO HEREBY AGREE THAT REMEDIES AT LAW
MIGHT BE INADEQUATE AND THAT, THEREFORE, SUCH RIGHTS