Each Obligor has the corporate power and authority to execute and deliver this Amendment and to perform the Facility Agreement. Each Obligor has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Facility Agreement. This Amendment has been duly executed and delivered by each Obligor and this Amendment and the Facility Agreement constitute the legal, valid and binding obligations of each Obligor, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Obligor’s execution and delivery of this Amendment and the performance by each Obligor of the Facility Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Security upon the property of any Obligor by reason of the terms of (a) any Security to which any Obligor is a party or which is binding on any of them, (b) any Applicable Law, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association or articles of association of any Obligor.