Common use of Purchase and Sale of the Interests Clause in Contracts

Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 8 3.11 Solvency 8 3.12 Limitations of Representations and Warranties 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 9 4.1 Organization and Standing 9 4.2 Authority 9 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 10 4.5 Limitations of Representations and Warranties 10 ARTICLE V COVENANTS 10 5.1 Commercially Reasonable Efforts; Other Action 10 5.2 Access to Books and Records 11 5.3 Public Announcement 11 ARTICLE VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 12 6.3 Conditions to Obligations of Seller 12 ARTICLE VII TERMINATION 13 7.1 Termination of Agreement 13 7.2 Effect of Termination 13 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims 19 8.7 Sole Remedy 19 8.8 Certain Other Matters 19 8.9 No Contribution 19 8.10 Effect of Investigation 19 ARTICLE IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation 21 9.4 Entire Agreement; Third Party Beneficiaries 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, dated as of December 22, 2014 (this “Agreement”), is made by and between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).

Purchase and Sale of the Interests. CLOSING 5 2.1 1 1.1 Purchase and Sale of Interests 1 1.2 Purchase Price 1 1.3 The Closing 2 1.4 The Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 Withholding 5 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Interests Purchaser’s Obligations 5 2.2 Closing 5 2.3 Closing Deliverables 5 Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE III 3 REPRESENTATIONS AND WARRANTIES OF SELLER 6 THE COMPANY 7 3.1 Organization Organization, Qualification and Standing 6 Power 7 3.2 Authority 6 Subsidiaries 8 3.3 ConsentsAuthorization; Vxxxx and Binding Agreement; No Conflicts 6 Breach; Governmental Consents 8 3.4 InterestsInterests 9 3.5 Financial Statements 10 3.6 Absence of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax Matters. 14 3.9 Contracts and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 8 3.11 Solvency 8 3.12 Limitations of Representations and Warranties 8 Accounts Receivable 25 3.22 Regulatory Matters 26 ARTICLE IV 4 REPRESENTATIONS AND WARRANTIES OF BUYER 9 THE SELLER 27 4.1 Organization and Standing 9 Power 27 4.2 Authority 9 Authorization; Vxxxx and Binding Agreement 27 4.3 Consents; No Conflicts 9 Breach 27 4.4 Purchase Not for Distribution 10 Governmental Consents 27 4.5 Limitations of Representations Litigation 28 4.6 Ownership 28 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 28 5.1 Organization and Warranties 10 ARTICLE V COVENANTS 10 5.1 Commercially Reasonable Efforts; Other Action 10 Power 28 5.2 Access to Books Authorization: Vxxxx and Records 11 Binding Agreement 28 5.3 Public Announcement 11 ARTICLE VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 12 6.3 Conditions to Obligations of Seller 12 ARTICLE VII TERMINATION 13 7.1 Termination of Agreement 13 7.2 Effect of Termination 13 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims 19 8.7 Sole Remedy 19 8.8 Certain Other Matters 19 8.9 No Contribution 19 8.10 Effect of Investigation 19 ARTICLE IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation 21 9.4 Entire Agreement; Third Party Beneficiaries 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, dated as of December 22, 2014 (this “Agreement”), is made by and between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 29

Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 ARTICLE Article III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 8 7 3.11 Solvency 8 7 3.12 Limitations of Representations and Warranties 8 ARTICLE Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 9 8 4.1 Organization and Standing 9 8 4.2 Authority 9 8 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 10 9 4.5 Limitations of Representations and Warranties 10 ARTICLE 9 Article V COVENANTS 10 9 5.1 Commercially Reasonable Efforts; Other Action 10 9 5.2 Access to Books and Records 11 10 5.3 Public Announcement 11 ARTICLE 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 12 11 6.3 Conditions to Obligations of Seller 12 ARTICLE 11 Article VII TERMINATION 13 12 7.1 Termination of Agreement 13 12 7.2 Effect of Termination 13 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims 19 8.7 Sole Remedy 19 8.8 Certain Other Matters 19 8.9 No Contribution 19 8.10 Effect of Investigation 19 ARTICLE IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation 21 9.4 Entire Agreement; Third Party Beneficiaries 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, dated as of December 22, 2014 (this “Agreement”), is made by and between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).12

Purchase and Sale of the Interests. CLOSING 5 8 Section 2.1 Purchase and Sale of the Interests 5 Shares 8 Section 2.2 Purchase Price. 8 Section 2.3 The Closing 5 2.3 9 Section 2.4 Deliveries at Closing Deliverables 5 9 Section 2.5 Indemnity Escrow 10 Section 2.6 Working Capital Escrow 10 Section 2.7 Working Capital Adjustment. 11 Section 2.8 Withholding 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 SELLERS 12 Section 3.1 Organization Power and Standing 6 Authority 13 Section 3.2 Authority 6 Enforceability 13 Section 3.3 Consents; No Conflicts 6 Violation 13 Section 3.4 Interests; Beneficiary 7 No Conflict 13 Section 3.5 Trust Series; Derivative Contracts 7 Litigation 13 Section 3.6 No Undisclosed Liabilities 7 Other Agreement 13 Section 3.7 Taxes 7 No Broker 13 Section 3.8 Litigation 7 Ownership of the Shares 14 Section 3.9 Employees 7 Withholding Tax 14 Section 3.10 Business 8 Investment Representation 14 Section 3.11 Solvency 8 3.12 Limitations of Representations and Warranties 8 Legend 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 9 REGARDING THE COMPANY 14 Section 4.1 Organization and Good Standing 9 15 Section 4.2 Authority 9 Authorization and Effect of Agreement. 15 Section 4.3 Consents; No Conflicts 9 Capitalization of the Company. 15 Section 4.4 Purchase Not for Distribution 10 4.5 Limitations Capitalization of Representations and Warranties 10 ARTICLE V COVENANTS 10 5.1 Commercially Reasonable Effortsthe Subsidiaries; Other Action 10 5.2 Access to Interests. 16 Section 4.5 No Conflict 17 Section 4.6 Permits; Compliance with Law. 17 Section 4.7 Books and Records 11 5.3 Public Announcement 11 ARTICLE VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations 18 Section 4.8 Litigation 18 Section 4.9 Financial Statements; Undisclosed Liabilities. 18 Section 4.10 Absence of Buyer 12 6.3 Conditions to Obligations of Seller 12 ARTICLE VII TERMINATION 13 7.1 Termination of Agreement 13 7.2 Effect of Termination 13 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims Changes 19 8.7 Sole Remedy Section 4.11 Contracts. 19 8.8 Certain Other Matters 19 8.9 No Contribution 19 8.10 Effect of Investigation 19 ARTICLE IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation Section 4.12 Transactions with Affiliates 21 9.4 Entire Agreement; Third Party Beneficiaries Section 4.13 Labor Relations. 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, dated as of December Section 4.14 Insurance 22, 2014 (this “Agreement”), is made by and between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).