TUAA has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by Global 2 and Global 1 and the performance of their obligations herein, will constitute, a legal, valid and binding obligation of TUAA. The execution and delivery of this Agreement by TUAA and the consummation by TUAA of the transactions contemplated hereby have been duly authorized by all necessary corporate action of TUAA, and no other corporate proceedings on the part of TUAA are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.