The execution, delivery and performance of this Agreement by the Backstop Investor and the consummation by the Backstop Investor of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Backstop Investor’s organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Backstop Investor to perform its obligations under this Agreement.