Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreement, all nonpublic information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS (AS DEFINED IN THE CREDIT AGREEMENT)] [ASSIGNEE LENDER], with certain of such nonpublic information subject to the execution and delivery by you, prior to receiving such nonpublic information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENT] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing in this Confidentiality Agreement shall limit the disclosure of any such information (i) to the extent required by Governmental Rule, (ii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representatives, (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is a party, (vi) to a subsidiary or affiliate of yours or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this form and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [NAME OF LENDER] By: [_________________________] The foregoing is agreed to as of the date of this letter. [NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________]

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non- public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing in this Confidentiality Agreement -------- herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Confidentiality Agreement ------------------------- Credit Agreement), (ii) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representativesLender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [NAME OF LENDER] By: [_________________________] The foregoing is agreed to as of the date of this letter. [NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________].

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Confidentiality Agreement Credit Agreement), (ii) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representativesLender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.12 of the Credit Agreement on the date upon which you become a Lender under the Credit Agreement pursuant to Section 11.06(b) thereof. This Confidentiality Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law doctrine. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER] ByBy Title: [_________________________] The foregoing is agreed to as of the date of this letter. : [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] ByBy Title: Confidentiality Agreement EXHIBIT H [_________________________]Form of Assignment and Assumption] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Bank], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATIONparticipation] [ASSIGNMENTassignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided PROVIDED that nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders Banks or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representativesBank, (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent is are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form and (y) hereof; PROVIDED, FURTHER, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDERBANK] ByBy ------------------------------------ Title: AGREED AS AFORESAID: [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By ------------------------------- Title: EXHIBIT D [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of ____________, 1998 (as modified and supplemented and in effect from time to time, the "CREDIT AGREEMENT"), among Enhance Financial Services Group Inc. (the "COMPANY"), the banks named therein, and Fleet National Bank, as agent for such banks (the "ADMINISTRATIVE AGENT"). Terms defined in the Credit Agreement are used herein as defined therein. _________________________] The foregoing is agreed to as of _ (the date of this letter. [NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: ["ASSIGNOR") and _________________________]_ (the "ASSIGNEE") agree as follows:

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or their affiliates, directors, officers, employees, accountants, consultants and representativesto Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER] By: [_________________________] By -------------------------- The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________]By ------------------------

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATIONparticipation] [ASSIGNMENTassignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any 173 -2- of the Lenders or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender (or their affiliates, directors, officers, employees, accountants, consultants and representativesto Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof; to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER] By: [_________________________] By ----------------------------- The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________]

Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrowers pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company Borrowers as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Credit Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrowers) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Credit Agreement), (ii) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to 132 -2- bank examinersexaminers (or any other regulatory authority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representativesLender, (vvi) in connection with any litigation to which you or any one or more of the Lenders or the Administrative Agent is a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [NAME OF LENDER] By: [_________________________] The foregoing is agreed to as of the date of this letter. [NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________].

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non- public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENT)] [ASSIGNEE LENDERas defined in the Credit Agreement)][assignee Bank], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that -------- nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) to the extent required by Governmental Rulestatute, rule, regulation or judicial process (with, unless prohibited by applicable law, prior notice thereof to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (ii) to your counsel or to counsel for any of the Lenders Banks or the Administrative Confidentiality Agreement ------------------------- Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender Bank (or their affiliatesto Chase Securities, directors, officers, employees, accountants, consultants and representativesInc.), (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent are a party (with, except in the case of any litigation to which the Company or any of its Subsidiaries is also a party, or unless prohibited by applicable law, prior notice to the Company giving sufficient time, if practicable, to afford the Company an opportunity to seek a protective order), (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form and (y) hereof; provided, further, -------- ------- that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDERBANK] By: [_________________________] The foregoing is agreed to as of the date of this letter. __ Title: AGREED AS AFORESAID: [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________]__ Title: Confidentiality Agreement ------------------------- -91- EXHIBIT E [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of August 20, 1996 (as modified and supplemented and in effect from time to time, the "Credit ------ Agreement"), among Capital Re Corporation, a Delaware Corporation (the --------- "Company"), the lenders named therein, and The Chase Manhattan Bank, as ------- administrative agent for such lenders (in such capacity, the "Administrative -------------- Agent"). Terms defined in the Credit Agreement are used herein as defined ----- therein.

Ladies and Gentlemen. As a Lender party to the Credit Bridge Loan Agreement, we have agreed with the Company Borrower pursuant to Section 11.12 of the Credit Bridge Loan Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Bridge Loan Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENTas defined in the Bridge Loan Agreement)] [ASSIGNEE LENDERassignee Lender], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Borrower) that (A) such information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that (x) nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.12 of the Bridge Loan Agreement), (ii) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examinersexaminers (or any other regulatory authority or self-regulatory body having jurisdiction over any Lender or the Administrative Agent), or to auditors Confidentiality Agreement or accountants, (ivv) to the Administrative Agent or any other Lender or their affiliates, directors, officers, employees, accountants, consultants and representativesLender, (vvi) in connection with any litigation to which you the enforcement of rights or any one or more of remedies under the Lenders or the Administrative Agent is a partyBridge Loan Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Bridge Loan Agreement or (viiviii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form hereof and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.12 of the Bridge Loan Agreement on the date upon which you become a Lender under the Bridge Loan Agreement pursuant to Section 5.07 or 11.06(b) thereof. This Confidentiality Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law doctrine. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDER] ByBy Title: [_________________________] The foregoing is agreed to as of the date of this letter. : [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] ByBy Title: Assignment and Assumption EXHIBIT F [_________________________]Form of Assignment and Assumption] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Bridge Loan Agreement identified below (as amended, the “Bridge Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Bridge Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Bridge Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Bridge Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Ladies and Gentlemen. As a Lender Bank party to the Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided in the Credit Agreementtherein, all nonpublic non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in that said Section 11.12, we are permitted to provide you, (i) as a prospective [HOLDER OF A PARTICIPATION IN THE LOANS holder of a participation in the Loans (AS DEFINED IN THE CREDIT AGREEMENT)] [ASSIGNEE LENDERas defined in the Credit Agreement)][assignee Bank], with certain of such nonpublic non-public information subject to the execution and delivery by you, prior to receiving such nonpublic non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such Confidentiality Agreement information will not be used by you except in connection with the proposed [PARTICIPATION] [ASSIGNMENTparticipation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing in this Confidentiality Agreement herein shall limit the disclosure of any such information (i) to the extent required by Governmental Rulestatute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders Banks or the Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Administrative Agent or any other Lender Bank (or their affiliatesto Chase Securities, directors, officers, employees, accountants, consultants and representativesInc.), (v) in connection with any litigation to which you or any one or more of the Lenders Banks or the Administrative Agent is are a party, (vi) to a subsidiary or affiliate of yours as provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in this the form and (y) hereof; provided, further, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LENDERBANK] By: [_________________________] The foregoing is agreed to as of the date of this letter. _____ Title: AGREED AS AFORESAID: Confidentiality Agreement [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: [_________________________]__ Title: Confidentiality Agreement EXHIBIT F [Form of Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Amended and Restated Credit Agreement Credit Agreement, dated as of November 24, 1992, amended and restated as of October 1, 1996 (as modified and supplemented and in effect from time to time, the "Credit Agreement"), among Enhance Financial Services Group Inc., (the "Company") the lenders named therein, and The Chase Manhattan Bank, as agent for such lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein as defined therein. ____________________ (the "Assignor") and ____________________ (the "Assignee") agree as follows: