1.1 The Company is duly incorporated under the law of England and Wales and has the corporate power to own its assets and to carry on its activities as they are now being conducted.
1.2 The Company:
1.2.1 has the power to enter into and to exercise its rights and perform its obligations under this Agreement; and
1.2.2 has taken all necessary action to authorise the execution of and the performance by it of its obligations under this Agreement.
1.3 The Company is not subject to any other statutory or contractual obligation, compliance with which will or is likely to, have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Funding Agreement or the Principal Agreement.
1.4 This Agreement constitutes or will when executed constitute legal, valid, binding and enforceable obligations on the Company.
1.5 Every consent and approval required by the Company in connection with the execution, delivery, validity or enforceability of this Agreement or the performance by the Company of its obligations under this Agreement have been obtained or made and is in full force and effect and there has been no fault in the observance of the conditions or restrictions (if any) imposed or in connection with any of the same.