Such Standby Purchaser is not in default under any agreement, indenture or instrument to which such Standby Purchaser is a party, the effect of which violation or default could reasonably be expected to have a material adverse  effect  on  such Standby Purchaser’s ability to consummate the transactions contemplated by this Agreement, and the execution, delivery and performance of this Agreement by such Standby Purchaser and the consummation of the transactions contemplated hereby will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of such Standby Purchaser pursuant to the terms of any agreement, indenture or instrument to which such Standby Purchaser is a party, or any order, rule or regulation of any court or governmental agency having jurisdiction over such Standby Purchaser or any of its or his property, except in any case as would not have a material adverse effect on such Standby Purchaser’s ability to consummate the transactions contemplated by this Agreement; and, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required to be made or obtained  by such Standby Purchaser for the execution, delivery and performance  of this Agreement by such Standby Purchaser; provided that the parties acknowledge that each Standby Purchaser shall be obligated to make filings under Sections 13(d) and 16 of the Exchange Act in connection therewith.