Authorization. The Ceding Company has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement. The execution and delivery by the Ceding Company of this Agreement, and the consummation by the Ceding Company of the transactions contemplated by, and the performance by the Ceding Company of its obligations under, this Agreement have been duly authorized by all requisite corporate action on the part of the Ceding Company. This Agreement has been duly executed and delivered by the Ceding Company, and (assuming due authorization, execution and delivery by the Reinsurer) this Agreement constitutes the legal, valid and binding obligation of the Ceding Company, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

Authorization. The Ceding CompanyReinsurer has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement. The execution and delivery by the Ceding CompanyReinsurer of this Agreement, and the consummation by the Ceding CompanyReinsurer of the transactions contemplated by, and the performance by the Ceding CompanyReinsurer of its obligations under, this Agreement have been duly authorized by all requisite corporate action on the part of the Ceding Company.Reinsurer. This Agreement has been duly executed and delivered by the Ceding Company,Reinsurer, and (assuming due authorization, execution and delivery by the Reinsurer)Ceding Company) this Agreement constitutes the legal, valid and binding obligation of the Ceding Company,Reinsurer, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.