The SPV, Arrow and each Originator each has the requisite corporate power, authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Transaction Documents (as modified hereby). The execution, delivery and performance by the SPV, Arrow and each Originator of this Amendment and their performance of the Transaction Documents (as modified hereby), have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.