Common use of No Conflict or Violation Clause in Contracts

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Request.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision The issuance and sale of the BlowOut Certificate or BlowOut Bylaws, Shares by the Company and (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby herein and therebyin the Registration Statement, the Disclosure Package and the Prospectus (including the Distributionissuance and sale of the Shares, the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease, or other than agreement or instrument to which the Form 10 Registration Statement Company, the Operating LLC or any of their respective subsidiaries is a party or by which the Company, the Operating LLC or any of their respective subsidiaries is bound or to which any of the property or assets of the Company, the Operating LLC or any of their respective subsidiaries is subject, (B) result in any violation of the provisions of the articles of incorporation or by-laws (or similar organizational documents) of the Company, the Operating LLC or any of their respective subsidiaries, or (C) result in the violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Operating LLC, any of their respective subsidiaries or any of their respective properties, except, with respect to clauses (A) and (C), such conflicts or violations that would not, individually or in the No-Action Requestaggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body having jurisdiction over the Company, the Operating LLC, any of their respective subsidiaries or any of their respective properties is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except (i) the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the terms and arrangements herein, (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Managers, (iii) any such consents, approvals, authorizations, registrations or qualifications of which failure to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) for which a waiver has been obtained from the appropriate party or parties.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ and performance by BlowOut Purchaser Parent of this Agreement or the Related Agreements nor and the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut in accordance with any of the provisions hereof, terms and conditions hereof and thereof will not: (ia) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, Organizational Documents of Purchaser Parent; (iib) violate, conflict with, with or result in a the breach of any provision of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute a default (or an event that, with notice or lapse of time or both, would constitute constitute) a default) default under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut Purchaser Parent is a party or a BlowOut Subsidiary is bound, by or to which its properties may be bound or subject; (iiic) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writjudgment, injunction, decreeaward or decree of any arbitrator or Governmental Entity, or award by which BlowOut any agreement with, or the BlowOut Assets are bound condition imposed by, any arbitrator or Governmental Entity, binding upon, Purchaser Parent; (d) violate any Applicable Law; or (ive) impose any encumbrance, lien, charge, restriction result in a breach or charge on violation of any of the BlowOut Assetsterms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to Purchaser Parent’s business or necessary to enable Purchaser Parent to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on Purchaser Parent’s ability to perform its obligations under this Agreement. Except as set forth in Schedule 3.1(d) hereto, no No consent, approval or authorization of, or declaration or filing with, or notice to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, Governmental Entity is required by or with respect to be made or obtained Purchaser Parent in connection with BlowOut's execution, the execution and delivery and performance of this Agreement and the Related Agreements and by Purchaser Parent, or the consummation by Purchaser Parent of the transactions contemplated hereby hereby, except for (x) the consents, approvals, filings and therebynotices set forth in Section 5.4 of the Purchaser Disclosure Schedule, including and (y) any other consents, approvals or authorizations which would not individually or in the Distribution, other than the Form 10 Registration Statement and the No-Action Requestaggregate reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ performance by BlowOut and, subject to the receipt of the Required Parent Vote, the adoption of this Agreement or by Holdco in its capacities as the Related Agreements nor sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the consummation adoption of this Agreement by BlowOut Parent in its capacity as the sole stockholder of Holdco, performance by Parent, Holdco, Merger Sub 1 and Merger Sub 2 of this Agreement (including the incurrence of the transactions contemplated hereby Financing or thereby, nor compliance by BlowOut with any of the provisions hereof, other debt or equity financing in connection herewith) do not and will not (ia) violate or conflict with any provision of the BlowOut Certificate any (i) Parent Organizational Document or BlowOut Bylaws, (ii) violateany of the organizational documents of Holdco, conflict withMerger Sub 1, Merger Sub 2 or any of Parent's other Subsidiaries, (b) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), violate any provision of Law, or any Order of any Governmental Entity, (c) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the assets, properties or rights of any of Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of Parent's other Subsidiaries or result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Parent Licenses and Permits or (d) violate or result in a breach of any provision of, or constitute a default (or an event that, with due notice or lapse of time or both, would constitute ) a default) under, default under or result in the termination or give to others any rights of termination, cancellation, modification, amendment, or acceleration under under, any contract, agreement, lease or instrument to which Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of the terms, conditions Parent's other Subsidiaries is a party or provision of any Contract by which it is bound or to which BlowOut any of its properties or a BlowOut Subsidiary assets is boundsubject, except, with respect to clauses (a)(ii), (iiib), (c) violate and (d), for any statutesuch violations, rule regulationbreaches or defaults that have not had and would not reasonably be expected to have, ordinanceindividually or in the aggregate, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesta Parent Material Adverse Effect.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto2.3, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's the execution, delivery and performance of this Agreement and the Related Agreements other Transaction Documents to which each of the Selling Parties is a party does not and will not: (a) violate or conflict with any provision of the Organizational Documents of any Selling Party, ENP GP or the Partnership; (b) violate any applicable provision of law, statute, judgment, order, writ, injunction, decree, award, rule, or regulation (“ Law”) of any Governmental Authority binding on the Selling Parties or on ENP GP acting on its own behalf (rather than on behalf of the Partnership); (c) violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which any of the Selling Parties is a party or by which any of them in such capacities is bound or to which any of their respective properties or assets are subject; (d) result in the creation or imposition of any Encumbrances, limitations or restrictions upon any of the properties or assets of any of the Selling Parties; or (e) result in the cancellation, modification, revocation or suspension of any consent, license, permit, certificate, franchise, authorization, registration or filing with any Governmental Authority of any of the Selling Parties or of ENP GP obtained, held or made on its own behalf (rather than on behalf of the Partnership), except in the case of clauses (c) and (d), as is resolved by (A) any consent or waiver of Parent’s lenders under the Denbury Credit Agreement (the “Denbury Lender Consent”) to permit the transactions contemplated by this Agreement, which is to be obtained by the Selling Parties in accordance with the terms of such Credit Agreement prior to Closing or (B) the Partnership Bank Waivers if obtained pursuant to Section 6.12, and (C) as could not reasonably be expected to have a Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, including by this Agreement or to impair such Selling Party’s ability to perform its obligations under this Agreement (provided this clause (C) will not modify Selling Parties’ representations regarding Encumbrances affecting the Distribution, other than Member Interests or the Form 10 Registration Statement and the No-Action RequestSubject Common Units).

No Conflict or Violation. Neither Except as set forth in Schedule 4.10, neither the execution, delivery or ------------------------ and performance by BlowOut of this Agreement or any of the Related Ancillary Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any thereby will result in (a) a violation of the provisions hereof, will (i) violate or a conflict with any provision of the BlowOut Certificate certificate of incorporation or BlowOut Bylawsbylaws of Parent, Seller, Ridge Re, the Company or any Section 4.5 Subsidiary, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions term or provision of any Contract contract, agreement, indebtedness, lease, Encumbrance, commitment, license, franchise, Permit, authorization or concession to which BlowOut (i) Parent, Seller or Ridge Re is a BlowOut party or is subject or by which any assets (including investments) of any of them are bound or (ii) the Company or any Subsidiary is a party or is subject or by which any assets (including investments) of any of them are bound, which breach or default in the case of clause (iiiii) violate would have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or in the case of clauses (i) and (ii) would interfere in any material way with the ability of Parent or Seller to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements or the Ridge Re Treaties, as amended by the applicable Ridge Re Endorsements, (c) subject to obtaining the approvals referred to in Section 4.11, a violation by Parent, Seller, Ridge Re, the Company or any Subsidiary of any statute, rule rule, regulation, ordinance, code, order, judgment rulingjudgment, writ, injunction, decreedecree or award, which violation would have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or award interfere in any material way with the ability of Parent, Seller or Ridge Re to consummate the transactions contemplated by which BlowOut this Agreement or any of the BlowOut Assets are bound or Ancillary Agreements, (ivd) impose the imposition of any encumbrance, lien, chargeEncumbrance, restriction or charge on the business of the Company or any Subsidiary or on any material assets of the Company or the Subsidiaries, (e) the creation or exercisability of any right of termination, cancellation or acceleration under any Contract or (f) result in the breach of any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval terms or authorization conditions of, declaration toconstitute a default under, or filing or registration withotherwise cause any impairment of, any governmental Permit, which breach, default or regulatory authorityimpairment would result, individually or any other person or entityin the aggregate, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement a Material Adverse Effect on the Company and the Related Agreements and the consummation of the transactions contemplated hereby and therebySubsidiaries, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesttaken as a whole.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ delivery, and performance by BlowOut of this Agreement and the other Transaction Documents to which Seller or the Related Agreements nor CEQP GP is a party, and the consummation by BlowOut of the transactions contemplated hereby or therebyTransactions, nor compliance by BlowOut with any of the provisions hereof, will do not: (ia) violate or conflict with any provision of the BlowOut Certificate Organizational Documents of Seller or BlowOut Bylawsof any Crestwood Entity; (b) assuming compliance with the matters referred to in Section 3.4, violate any applicable Law binding on Seller or any Crestwood Entity; (iic) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with due notice or lapse of time or both, would constitute ) a default) under, or cause any obligation, penalty, or premium to arise or accrue under any lease, loan agreement, mortgage, security agreement, trust indenture, or other Contract or instrument to which Seller or any Crestwood Entity is a party or by which Seller or any Crestwood Entity is bound or to which any of its respective properties or assets are subject; (d) result in the termination creation or acceleration under imposition of any Encumbrance upon any of (i) the terms, conditions CEQP GP Investment Interests or provision (ii) the other properties or assets of any Contract to which BlowOut Crestwood Entity; or a BlowOut Subsidiary is bound(e) result in the cancellation, (iii) violate any statutemodification, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decreerevocation, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose suspension of any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization oflicense, declaration topermit, certificate, franchise, authorization, registration, or filing with any Governmental Authority of Seller or registration withany Crestwood Entity, any governmental or regulatory authorityexcept, with respect to Seller in the case of clauses (b), (c), (d)(ii), or any other person (e), as would not, individually or entityin the aggregate, is required reasonably be expected to be made material to Seller or obtained in connection with BlowOut's executionany Crestwood Entity, delivery or reasonably be expected to prevent, adversely affect, materially delay, or impair (x) the ability of Seller to execute and performance of deliver this Agreement and such other Transaction Documents or (y) the Related Agreements and the consummation performance by Seller of the transactions contemplated hereby and thereby, including the Distribution, its obligations under this Agreement or such other than the Form 10 Registration Statement and the No-Action RequestTransaction Documents.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision The issue and sale of the BlowOut Certificate or BlowOut Bylaws, Shares and the compliance by the Company with this Agreement will not and (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and consummation by the consummation Company of the transactions contemplated hereby herein this Agreement and therebyin the Registration Statement, the Disclosure Package and the Prospectus (including the Distribution, other than issuance and sale of the Form 10 Registration Statement Shares and the Nouse of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the articles of incorporation or by-Action Requestlaws (or similar organizational documents) of the Company or any of its subsidiaries, or (C) result in the violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to clauses (A) and (C), such conflicts or violations that would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body having jurisdiction over the Company, any of its subsidiaries or any of their respective properties is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration of the Shares under the Act, the approval, if any, by the Financial Industry Regulatory Authority (“FINRA”) of the terms and arrangements herein, the approval for listing on the New York Stock Exchange (the “Exchange”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Managers.

No Conflict or Violation. Neither Except for (i) the filing with the SEC of the SCHEDULE 14D-9 and, if required by applicable law, the API Proxy Statement in connection with this Agreement and the transactions contemplated hereby and (ii) the filing of the Certificate of Merger with the Delaware Secretary and appropriate documents with the relevant states in which API is qualified to do business and except as set forth on API Disclosure Letter Schedule 4.12 and as required pursuant to the API/TDS Agreements, neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements by API nor the consummation by BlowOut API of the transactions contemplated hereby or therebyhereby, nor compliance by BlowOut with any of including the provisions hereofMerger, will (ia) violate or conflict with any provision of the BlowOut Restated Certificate of Incorporation or BlowOut BylawsBylaws of API or any of API's Subsidiaries, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) (any such violations, conflicts, breaches, defaults, terminations, accelerations, or creation of Encumbrances are herein referred to collectively, as "VIOLATIONS") upon any of the API Assets under, or require any Consent under any of the terms, conditions or provision provisions of any Contract Contract, any Financing Obligation of API, any Authorization, any Real Property Lease, Personal Property Lease, franchise, Permit, agreement, or other instrument or obligation (i) to which BlowOut API or any of its Subsidiaries is a BlowOut Subsidiary is party or (ii) by which the API Assets are bound, (iiic) violate any statute, rule rule, regulation, ordinance, code, order, judgment judgment, ruling, writ, injunction, decree, decree or award by to which BlowOut API or any of its Subsidiaries or the BlowOut API Assets are bound or is subject, (ivd) impose any encumbrance, lien, charge, restriction or charge Encumbrance (other than a Permitted Encumbrance) on any of the BlowOut API Assets. Except as set forth specified in API Disclosure Letter Schedule 3.1(d) hereto4.12, or in connection with necessary corporate approvals by API of the Merger and transactions contemplated hereby, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, Consent is required to be obtained or made by API or obtained any of its Subsidiaries in connection with BlowOut's execution, the execution and delivery and performance of this Agreement and the Related Agreements and or the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesthereby.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth disclosed in Schedule 3.1(d) hereto3.5, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's the execution, delivery and performance of this Agreement and the Related Agreements and any other agreements contemplated hereby and thereby by Seller, UCS, RFC and UICI and the consummation of the transactions contemplated hereby and therebythereby by Seller, including UCS, RFC and UICI, as applicable, in accordance with the Distributionrespective terms and conditions hereof and thereof will not (i) violate any provision of such parties' (a) articles of incorporation, (b) bylaws or (c) other than charter or organizational document; (ii) result in the Form 10 Registration Statement creation of any lien, charge or encumbrance on any assets or properties of Seller, SCS, RFC and UICI, which lien, charge or encumbrance is reasonably likely to have a Material Adverse Effect; (iii) result in the No-Action Requestbreach of the terms and conditions or cause an impairment of any license or government authorization relating to the UCS Business, which breach is reasonably likely to have Material Adverse Effect; (iv) violate, conflict with or result in the breach of any of the terms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (with notice or lapse of time, or both) a default under, any agreement to which Seller, SCS, RFC and UICI are a party or by or to which they or any of their assets or properties may be subject, which violation, conflict, breach, acceleration, termination or default is reasonably likely to have a Material Adverse Effect; (v) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body, foreign or domestic, against, any agreement with or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Seller, SCS, RFC and UICI, or upon the assets or business of Seller, SCS, RFC and UICI, which violation is reasonably likely to have a Material Adverse Effect; or (vi) violate any statute, law or regulation of any jurisdiction, foreign or domestic, as each statute, law or regulation relates to Seller, SCS, RFC and UICI, or the assets or business of Seller, SCS, RFC and UICI, which violation is reasonably likely to have a Material Adverse Effect.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ performance by BlowOut and, subject to the receipt of the Required Parent Vote, the adoption of this Agreement or by Holdco in its capacities as the Related Agreements nor sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the consummation adoption of this Agreement by BlowOut Parent in its capacity as the sole stockholder of Holdco, performance by Parent, Holdco, Merger Sub 1 and Merger Sub 2 of this Agreement (including the incurrence of the transactions contemplated hereby Financing or thereby, nor compliance by BlowOut with any of the provisions hereof, other debt or equity financing in connection herewith) do not and will not (ia) violate or conflict with any provision of the BlowOut Certificate any (i) Parent Organizational Document or BlowOut Bylaws, (ii) violateany of the organizational documents of Holdco, conflict withMerger Sub 1, Merger Sub 2 or any of Parent’s other Subsidiaries, (b) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), violate any provision of Law, or any Order of any Governmental Entity, (c) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the assets, properties or rights of any of Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of Parent’s other Subsidiaries or result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Parent Licenses and Permits or (d) violate or result in a breach of any provision of, or constitute a default (or an event that, with due notice or lapse of time or both, would constitute ) a default) under, default under or result in the termination or give to others any rights of termination, cancellation, modification, amendment, or acceleration under under, any contract, agreement, lease or instrument to which Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of the terms, conditions Parent’s other Subsidiaries is a party or provision of any Contract by which it is bound or to which BlowOut any of its properties or a BlowOut Subsidiary assets is boundsubject, except, with respect to clauses (a)(ii), (iiib), (c) violate and (d), for any statutesuch violations, rule regulationbreaches or defaults that have not had and would not reasonably be expected to have, ordinanceindividually or in the aggregate, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesta Parent Material Adverse Effect.

No Conflict or Violation. Neither the execution, execution and delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements any Collateral Agreement, nor the consummation by BlowOut of the Pre-Closing Transactions and the other transactions contemplated hereby or therebythereby will result in (a) a violation of, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, a conflict with, the charter documents of any Business Entity or result in any subscription, stockholders’ or similar agreements or understandings to which any Business Entity is a party; (b) a breach of any provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, both would constitute a default) under, or result in the termination of, or accelerate the performance required by, or create a right of termination or acceleration under under, any of (i) Contract included on Schedule 3.14, or (ii) any Contract, Encumbrance or Permit held by a Purchased Entity or included in the termsFlow Business Assets or Business IP Assets, conditions where such resulting breach, default or provision termination rights would, individually, or in the aggregate, have a material adverse effect on the Business or a Purchased Entity; (c) the payment by, or the creation of any Contract obligation (absolute or contingent) to which BlowOut pay on behalf of, any Purchased Entity of any severance, termination, “golden parachute,” or other similar payment pursuant to any employment agreement or other Contract, the triggering of any right to acceleration of vesting of any equity of a BlowOut Subsidiary is boundPurchased Entity, or the triggering of any severance notice obligation with respect to any employee of a Purchased Entity or any Transferred Employee; (iiid) violate a violation by any statute, rule regulation, ordinance, code, Business Entity of any applicable Law; (e) a violation of any order, judgment rulingjudgment, writ, injunction, injunction decree, or award to which any Business Entity is a party or by which BlowOut any Business Entity or the BlowOut Assets are bound Business is affected; or (ivf) impose an imposition of any encumbranceEncumbrance on the Shares or the Avure Sweden Shares, lienthe Flow Business Assets, charge, restriction or charge on the Flow Switzerland IP Assets (excluding any of the BlowOut Assets. Except as set forth in Schedule 3.1(dIntellectual Property included therein that is licensed from a third party) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person property or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance asset of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distributionany Purchased Entity, other than the Form 10 Registration Statement and the No-Action RequestPermitted Encumbrances.

No Conflict or Violation. Neither the execution, execution and delivery or ------------------------ performance by BlowOut of this Agreement or by the Related Agreements Apeiron Shareholders and Apeiron nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, Apeiron Shareholders and Apeiron will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both) (i) a breach or violation of, would a conflict with, or create a right or obligation under, the Organizational Documents of the Apeiron Shareholders or Apeiron, copies of which have been delivered to KonaTel, (ii) a violation by the Apeiron Shareholders and/or Apeiron of any applicable Law, (iii) a breach or violation by the Apeiron Shareholders and/or Apeiron of or default under any order, judgment, writ, injunction decree or award to which it is a party or by which it is bound, or (iv) constitute a default) breach, violation of or a default under, conflict with or give rise to or result in the termination creation of any Encumbrance, other than a Permitted Encumbrance, under, any Material Contract or any regulatory tariff or otherwise, except for breaches, violations, defaults, conflicts or acceleration under any of rights that would not have, in the termsaggregate, conditions a Material Adverse Effect. Except for the consents, Permits, approvals or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decreeauthorizations of, or award by which BlowOut notices, declarations, filings, applications, transfers or registrations with, the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as FCC and State PUCs set forth in Schedule 3.1(don Section 3.6(a) heretoto the Disclosure Schedules (respectively the “FCC Consents” and the “State PUC Consents”) , or as otherwise set forth on Section 3.6(b) to the Disclosure Schedules, no consentconsents, approval Permits, approvals or authorization authorizations of, declaration tonor notices, declarations, filings, applications, transfers or filing or registration Agreement for Exchange of Stock registrations with, any governmental or regulatory authorityGovernmental Authority, or any other person or entityPerson, is are required to be obtained or made by the Apeiron Shareholders or obtained in connection with BlowOut's Apeiron by virtue of the execution, delivery and or performance of this Agreement and the Related Agreements and or the consummation of the transactions contemplated hereby and thereby, including Contemplated Transactions except where the Distribution, other than the Form 10 Registration Statement and the No-Action Requestfailure to obtain such consents or approvals would not have a Material Adverse Effect.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ and performance by BlowOut Purchaser of this Agreement or the Related Agreements nor of any other Transaction Document and the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut and thereby in accordance with any of the provisions hereof, terms and conditions hereof and thereof will not: (ia) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, Organizational Documents of Purchaser; (iib) violate, conflict with, with or result in a the breach of any provision of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute a default (or an event that, with notice or lapse of time or both, would constitute constitute) a default) default under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut Purchaser is a party or a BlowOut Subsidiary is bound, by or to which its properties may be bound or subject; (iiic) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writjudgment, injunction, decreeaward or decree of any arbitrator or Governmental Entity, or award by which BlowOut any agreement with, or the BlowOut Assets are bound condition imposed by, any arbitrator or Governmental Entity, binding upon, Purchaser; (d) violate any Applicable Law; or (ive) impose any encumbrance, lien, charge, restriction result in a breach or charge on violation of any of the BlowOut Assetsterms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to Purchaser’s business or necessary to enable Purchaser to perform its obligations under this Agreement or any other Transaction Document, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement or any other Transaction Document. Except as set forth in Schedule 3.1(d) hereto, no No consent, approval or authorization of, or declaration or filing with, or notice to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, Governmental Entity is required by or with respect to be made or obtained Purchaser in connection with BlowOut's execution, the execution and delivery and performance of this Agreement and the Related Agreements and or of any other Transaction Document by Purchaser, or the consummation by Purchaser of the transactions contemplated hereby and thereby, including except for (x) the Distributionconsents, approvals, filings and notices set forth in Section 4.4 of the Purchaser Disclosure Schedule, and (y) any other than consents, approvals or authorizations which would not individually or in the Form 10 Registration Statement and the No-Action Requestaggregate reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision The issue and sale of the BlowOut Certificate or BlowOut Bylaws, Shares will not and (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and by the Related Agreements YieldCo Parties and the consummation of the transactions contemplated hereby and thereby, herein (including the Distribution, other than issuance and sale of the Form 10 Registration Statement Shares and the No-Action Requestuse of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any of the YieldCo Entities is a party or by which any of the YieldCo Entities is bound or to which any of the property or assets of any of the YieldCo Entities is subject, (B) result in any violation of the provisions of the certificate of formation, limited partnership agreement or limited liability company agreement (or similar organizational documents) of any of the YieldCo Entities, or (C) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the YieldCo Entities or any of their properties, except, with respect to clauses (A) and (C), such conflicts or violations that would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body having jurisdiction over the YieldCo Entities or any of their properties is required for the issue and sale of the Shares or the consummation by the YieldCo Entities of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the terms and arrangements herein and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Managers.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's The execution, delivery and performance of this Agreement and all of the Related Agreements other agreements and instruments contemplated hereby to which Sellers, or either of them, are a party have been duly authorized by any action required of such Seller, and no other act on the part of Sellers is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and therebydelivered by Sellers and constitutes a valid and binding obligation of Sellers, including the Distributionenforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws, other than laws affecting creditor's rights and general equitable principles affecting the Form 10 Registration Statement availability of specific performance and other equitable remedies), and each of the other agreements and instruments contemplated hereby to which Sellers, or either of them, are a party, when executed and delivered by such Seller, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its respective terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other equitable remedies). The execution and delivery by Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which such Seller is a party and the No-Action Requestfulfillment of and compliance with the respective terms hereof and thereof by such Seller do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under (whether or not dependent upon additional criteria), (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to any law, statute, rule or regulation to which Sellers are subject, or any agreement, instrument, license, permit, order, judgment or decree to which Sellers are subject. Sellers are not a party to or bound by any written or oral agreement or understanding with respect to a transaction involving the sale of the stock or assets of the Company other than this Agreement, and Sellers have terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding such a transaction.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision The issue and sale of the BlowOut Certificate or BlowOut Bylaws, Securities and the compliance by the YieldCo Entities with this Agreement will not and (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby herein and therebyin the Registration Statement, the Pricing Disclosure Package and the Prospectus (including the Distributionissuance and sale of the Securities, the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and in the contribution agreement (the “Hxxxxxxxx Contribution Agreement”) to acquire the Hxxxxxxxx Project from a wholly-owned subsidiary of SunPower do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other than agreement or instrument to which any of the Form 10 Registration Statement YieldCo Entities is a party or by which any of the YieldCo Entities is bound or to which any of the property or assets of any of the YieldCo Entities is subject, (B) result in any violation of the provisions of the certificate of formation, limited partnership agreement or limited liability company agreement (or similar organizational documents) of any of the YieldCo Entities, or (C) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the YieldCo Entities or any of their properties, except, with respect to clauses (A) and (C), such conflicts or violations that would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body having jurisdiction over the No-Action RequestYieldCo Entities or any of their properties is required for the issue and sale of the Securities or the consummation by the YieldCo Entities of the transactions contemplated by this Agreement, except the registration under the 1933 Act of the Securities, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

No Conflict or Violation. Neither Except as may be avoided or cured by obtaining the executionSeller Consents and except as set forth on Schedule 4.4, neither the execution and delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor by Sellers (and all documents required to be executed and delivered by each Seller at Closing), the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any the fulfillment of the terms and compliance with the provisions hereofhereof or thereof, will will, directly or indirectly (iwith or without notice or lapse of time): (a) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violatecontravene, conflict with, or result in a breach violation of: (i) any provision of the certificate of incorporation or bylaws of NACC, the articles of organization or limited liability company agreement of OPC, the Joint Venture Agreement, or the limited liability company agreement of OLC, or (ii) any resolution or consent adopted by the Board of Directors or the stockholders of NACC, the Board of Managers or the members of OPC, or by NACC and OPC as joint venturers of RRMC, or the Board of Managers or the members of OLC; (b) contravene, conflict with or result in a violation of any provision ofLegal Requirement or Order applicable to any Seller or OLC, or constitute a default give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby; (c) whether or an event that, not with due notice or lapse of time or both, would constitute a default(i) under, or result in the termination imposition or creation of any Lien upon the OLC Interests or the Purchased Assets, or (ii) result in a default or give rise to any right of termination, cancellation, or acceleration under any of the termsnote, conditions bond, mortgage, indenture, or provision of any other financing instrument, or Contract to which BlowOut any Seller is a party or a BlowOut Subsidiary is boundby which any Seller, (iii) violate any statutethe Oxbow Mine, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decreethe Purchased Assets, or award by which BlowOut the Mining Reserves are bound; (d) to Sellers’ Knowledge, give any Governmental Agency or other Person the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on right to challenge any of the BlowOut Assets. Except as set forth in Schedule 3.1(dtransactions contemplated hereby; or (e) heretorequire the Consent, no consentapproval, approval or authorization of, declaration to, or registration or filing or registration with, any governmental Governmental Agency or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action RequestPerson.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (ia) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's The execution, delivery and performance of this Agreement by Befut Nevada do not and will not violate or conflict with any provision of Befut Nevada’s Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Befut Nevada is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the Related Agreements and the consummation creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the transactions contemplated hereby properties or assets of Befut Nevada, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Befut Nevada is bound. (b) The execution, delivery and therebyperformance of this Agreement by Befut BVI do not and will not violate or conflict with any provision of Befut BVI’s Memorandum of Association and Articles of Association and does not and will not violate any provision of law, including or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Befut BVI is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the Distributioncreation or imposition of any lien, other than charge or encumbrance of any kind whatsoever upon any of the Form 10 Registration Statement and properties or assets of Befut BVI, nor will it result in the No-Action Requestcancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Befut BVI is bound.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or therebyhereby, nor compliance by BlowOut Parent or Sub with any of the provisions hereof, will (i1) violate or conflict with any provision of (i) the BlowOut Certificate Articles of Incorporation or BlowOut BylawsBylaws of Parent or (ii) the Articles of Incorporation or Bylaws of any of Parent's subsidiaries, (ii2) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under under, any of the terms, conditions or provision provisions of any Contract contract, indebtedness, note, bond, indenture, mortgage, security or pledge agreement, commitment, license, lease, franchise, permit, agreement, authorization, concession, or other instrument or obligation to which BlowOut Parent or any of its subsidiaries is a BlowOut Subsidiary is boundparty, or (iii3) violate any statute, rule rule, regulation, ordinance, code, order, judgment judgment, ruling, writ, injunction, decree, decree or award except, in the case of each of clauses (a), (b) and (c) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of encumbrances which, in the aggregate, would not have a Material Adverse Effect on the Parent or its ability to consummate the transactions contemplated hereby. No consent, approval, order or authorization of or registration, declaration or filing with any governmental entity is required by which BlowOut or the BlowOut Assets are bound with respect to Parent or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained its subsidiaries in connection with BlowOut's execution, the execution and delivery and performance of this Agreement by Parent and the Related Agreements and Sub or the consummation by Parent and Sub of the transactions contemplated hereby and therebyhereby, including except for (a) the Distributionfiling of the Agreement of Merger, other than together with the Form 10 Registration Statement required officers' certificates, and the Nofiling of the Certificate of Merger, each as provided in Section _; (b) the filing of a Form 8-Action Request.K with the Securities and Exchange Commission ("SEC") within 4 business days after the Closing Date; (c) such filings as may be required under applicable federal and state securities laws and the securities laws of any foreign country after the Effective Time; (d) the filing with the American Stock Exchange ("AMEX") of a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issuable upon conversion of the Company Shares in the Merger; and (e) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect on Parent and could not prevent, materially alter or delay any of the transactions contemplated by this Agreement

No Conflict or Violation. Neither the (a) The execution, delivery or ------------------------ and performance by BlowOut each Seller of this Agreement or the and each Servicing Closing Related Agreements nor Agreement to which such Seller is a party, and the consummation by BlowOut each Seller of the transactions contemplated hereby or and thereby, nor compliance by BlowOut with any of the provisions hereof, will do not and shall not: (i) violate or conflict with any provision of the BlowOut Certificate Articles of Incorporation, Bylaws or BlowOut Bylaws, other Governing Documents of such Seller; and (ii) violate(A) violate in any respect any provision of Law applicable to such Seller or any of such Seller’s properties or assets; (B) except as set forth on Section 4.03(a) of the Servicing Disclosure Schedules, with or without the giving of due notice or lapse of time or both, violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, any Contract, Servicing License and Permit, consent order or other instrument or obligation to which such Seller is a party, or by which such Seller’s assets or properties may be bound, including any formal or informal enforcement order with the FDIC or any other bank regulator, result in the imposition of any Encumbrance on any of the Assets, or cause the maturity of any material liability, obligation or debt of such Seller secured by any of the Assets to be accelerated or increased (with or an event that, with without due notice or lapse of time or both), except for such violations, breaches, defaults or Encumbrances which would constitute a defaultnot reasonably be expected to materially and adversely affect the Assets; or (C) underexcept as set forth on Section 4.03(a) of the Servicing Disclosure Schedules, require any notice to, or result in the termination filing, registration, qualification or acceleration under any of the termsdeclaration with, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is boundconsent, (iii) violate any statuteauthorization, rule regulationapproval, ordinancewaiver, codelicense, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose designation from any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, Governmental Entity or any other person Person, including the FDIC or entity, any other bank regulator. (b) No Takeover Statute is required applicable to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the or any Servicing Closing Related Agreements and the consummation of Agreement, or the transactions contemplated hereby and or thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Request.

No Conflict or Violation. Neither Except as set forth on Section 3.2(c) of the Buyer Disclosure Letter, the execution, delivery or ------------------------ and performance by BlowOut Buyer of this Agreement or the Related Agreements nor and the consummation by BlowOut of the transactions contemplated hereby do not and will not (i) assuming all Governmental Filings have been obtained or therebymade, nor compliance by BlowOut with violate or conflict with, or give any Governmental Entity or other Person the right to challenge any of the provisions hereofcontemplated transactions or to exercise any remedy or obtain any relief under, will any Law or Order to which Buyer or any of its Subsidiaries, or any of the assets owned or used by any of them, is subject, (iii) violate or conflict with any provision of the BlowOut Certificate terms or BlowOut Bylawsrequirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by either Buyer or any of its Subsidiaries or that otherwise relates to Buyer’s Business or to any of the assets owned or used by Buyer or any of its Subsidiaries, (iiiii) violate, conflict with, or result in a violation or breach of any provision of, or constitute a default (or an event that, which with notice or lapse of time or both, both would constitute become a default) under, or result in or permit the termination acceleration of any liability under, or acceleration under result in or permit the termination, amendment or cancellation of, or result in the creation of any Encumbrance on any of the termsproperty or assets of Buyer or any of its Subsidiaries pursuant to, conditions any Buyer Contract or provision of any Contract Buyer Lease or other agreement to which BlowOut Buyer or any of its Subsidiaries is a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, party or award by which BlowOut Buyer or the BlowOut Assets any of its Subsidiaries or their respective properties are bound or affected); or (iv) impose any encumbrance, lien, charge, restriction violate the certificate of incorporation or charge on by-laws (or similar documents) of Buyer or any of its Subsidiaries; except, in the BlowOut Assets. Except case of clause (iii), for such conflicts, violations, breaches, defaults, accelerations or terminations as set forth in Schedule 3.1(d) hereto, no consent, approval would not reasonably be expected to have a Material Adverse Effect with respect to Buyer or authorization of, declaration to, its Subsidiaries or filing materially impair or registration with, any governmental or regulatory authority, or any other person or entity, is required delay Buyer’s ability to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of consummate the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesthereby.

No Conflict or Violation. Neither None of the execution, execution and delivery or ------------------------ performance by BlowOut such Seller of this Agreement or the Related Agreements nor any other Transaction Document to which such Seller is a party, the consummation by BlowOut of the transactions contemplated hereby by this Agreement or thereby, nor such Transaction Document(s) or compliance by BlowOut such Seller with any of the provisions hereof or thereof will (a) assuming all Required Regulatory Approvals have been obtained or made, violate any applicable Law to which such Seller is subject, (b) require any consent, notice or approval under, conflict with, result in a breach of or constitute a default under any material Contract, agreement or instrument to which such Seller is a party, or under such Seller’s Charter Documents, if such Seller is a legal entity, or (c) result in the creation of any Lien (other than any Lien in favor of Purchaser) upon any of the Sale Shares, except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Section 5.3 of the Sellers Disclosure Schedule and except in respect of filings to be made under the Foreign Exchange Management Act, 1999 or the regulations made thereunder or under the rules and regulations made by the SEBI, no consent, waiver, approval, order, permit or authorization or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of any Seller in connection with the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement or the compliance by such Seller with any of the provisions hereof, will (i) violate except as would not reasonably be expected, individually or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the termsaggregate, conditions or provision of any Contract to which BlowOut or have a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action RequestMaterial Adverse Effect.

No Conflict or Violation. Neither IMSI nor the Purchaser is (i) in violation of its articles of incorporation or bylaws (or comparable constitutent governing documents) or (ii) in default (or, with the giving of notice, lapse of time or both, would be in default) under any material contract, agreement, commitment, instrument or guaranty to which IMSI or the Purchaser is a party or under which IMSI or the Purchaser or any of their respective properties or assets is bound, except for any such defaults that, individually or in the aggregate, have not had and could not reasonably be expected to result in an IMSI Material Adverse Effect. Neither the executionexecution and delivery of the Transaction Documents by the Purchaser or, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements as applicable, IMSI, nor the consummation or performance by BlowOut Purchaser or IMSI of any of the transactions contemplated hereby or therebythereby will, nor compliance by BlowOut directly or indirectly (with any or without notice or lapse of the provisions hereof, will time): (ia) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violatecontravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or Bylaws of the Purchaser or IMSI, or (ii) any resolution adopted by the board of directors or the stockholders of the Purchaser or IMSI; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Purchaser or IMSI may be subject; (c) contravene, conflict with, or result in a violation or breach of any provision of, or constitute give any Person the right to declare a default (or an event that, with notice or lapse of time or both, would constitute a default) exercise any remedy under, or result in to accelerate the termination maturity or acceleration under performance of, or to cancel, terminate, or modify, any material contract, lease, or permit of the termsPurchaser or IMSI; or (d) except for filings under the Securities Act and the Securities Exchange Act, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or require the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval approval, or authorization of, declaration to, or registration or filing or registration with, any governmental or regulatory authority, Governmental Agency or any other person Person on behalf of Purchaser or entityIMSI; provided, however, that no representation or warranty is required made hereby by the Purchaser with respect to be made the effect of antitrust laws or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requestregulations.

No Conflict or Violation. Neither the (a) The execution, delivery or ------------------------ and performance by BlowOut each Seller of this Agreement or the and each Platform Closing Related Agreements nor Agreement to which such Seller is a party, and the consummation by BlowOut such Seller of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will and thereby do not and shall not: (i) violate or conflict with any provision of the BlowOut Certificate Articles of Incorporation, Bylaws or BlowOut Bylaws, other Governing Documents of such Seller; and (ii) violate(A) violate in any respect any provision of Law applicable to such Seller or any of such Seller’s properties or assets; (B) except as set forth on Section 4.22(a) of the Platform Disclosure Schedules, with or without the giving of due notice or lapse of time or both, violate or conflict with, or result in a breach or termination of any provision of, or constitute a default under, or accelerate or permit the acceleration of the performance required by the terms of, any Contract, Platform License and Permit, Subservicing License and Permit, consent order or other instrument or obligation to which such Seller is a party, or by which such Seller’s assets or properties may be bound, including any formal or informal enforcement order with the FDIC or any other bank regulator, result in the imposition of any Encumbrance on any of the Assets, or cause the maturity of any material liability, obligation or debt of such Seller secured by any of the Assets to be accelerated or increased (with or an event that, with without due notice or lapse of time or both), except for such violations, breaches, defaults or Encumbrances which would constitute a defaultnot reasonably be expected to materially and adversely affect the Assets; or (C) underexcept as set forth on Section 4.22(a) of the Platform Disclosure Schedules, require any notice to, or result in the termination filing, registration, qualification or acceleration under any of the termsdeclaration with, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is boundconsent, (iii) violate any statuteauthorization, rule regulationapproval, ordinancewaiver, codelicense, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose designation from any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, Governmental Entity or any other person Person, including the FDIC or entity, any other bank regulator. (b) No Takeover Statute is required applicable to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the or any Platform Closing Related Agreements and the consummation of Agreement, or the transactions contemplated hereby and or thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Request.

No Conflict or Violation. Neither Subject to compliance with the executionapplicable ------------------------ requirements of the Securities Act and any applicable state securities laws, neither the execution and delivery or ------------------------ performance by BlowOut of this Agreement or and the Related Agreements other Transaction Documents by Seller, nor the consummation by BlowOut Seller of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will will: (ia) violate or conflict with or violate any provision of the BlowOut Certificate Charter or BlowOut BylawsBy-laws of Seller; (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia "Governmental Entity"); (c) violate, conflict with, or result in a breach of any provision of, constitute ------------------- (with or constitute a default (or an event that, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination acceleration of, create in any party the right to accelerate, terminate, modify or acceleration under cancel, or require any notice, consent or waiver under, any Contract, Lease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or other arrangement to which Seller is a party or by which Seller is bound or to which any of the terms, conditions or provision Assets is subject; (d) result in the imposition of any Contract to which BlowOut Encumbrance upon any of the Assets; or a BlowOut Subsidiary is bound, (iiie) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, statute, rule or award by which BlowOut regulation applicable to Seller or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration No notice to, or declaration, filing or registration with, or Permit from, any domestic or foreign governmental or regulatory body or authority, or any other person or entityentity (except as disclosed in Schedule 4.9(b) and except for approval by Seller's Shareholders), is --------------- required to be made or obtained by Seller in connection with BlowOut's the execution, delivery and or performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including hereby. No "bulk sales" legislation applies to the Distribution, other than the Form 10 Registration Statement and the No-Action Requesttransactions contemplated by this Agreement.

No Conflict or Violation. Neither the The execution, delivery or ------------------------ performance by BlowOut and, subject to the receipt of the Required Parent Vote, the adoption of this Agreement or by Holdco in its capacities as the Related Agreements nor sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the consummation adoption of this Agreement by BlowOut Parent in its capacity as the sole stockholder of Holdco, performance by Parent, Holdco, Merger Sub 1 and Merger Sub 2 of this Agreement (including the incurrence of the transactions contemplated hereby Financing or thereby, nor compliance by BlowOut with any of the provisions hereof, other debt or equity financing in connection herewith) do not and will not (ia) violate or conflict with any provision of the BlowOut Certificate any (i) Parent Organizational Document or BlowOut Bylaws, (ii) violateany of the organizational documents of Holdco, conflict withMerger Sub 1, Merger Sub 2 or any of Parent’s other Subsidiaries, (b) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), violate any provision of Law, or any Order of any Governmental Entity, (c) subject to the receipt of any consents set forth in Section 4.4 (including Section 4.4 of the Parent Disclosure Schedule), result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the assets, properties or rights of any of Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of Parent’s other Subsidiaries or result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Parent Licenses and Permits or (d) violate or result in a breach of any provision of, or constitute a default (or an event that, with due notice or lapse of time or both, would constitute ) a default) under, default under or result in the termination or give to others any rights of termination, cancellation, modification, amendment, or acceleration under under, any contract, agreement, lease or instrument to which Parent, Holdco, Merger Sub 1, Merger Sub 2 or any of the terms, conditions Parent’s other Subsidiaries is a party or provision of any Contract by which it is bound or to which BlowOut any of its properties or a BlowOut Subsidiary assets is boundsubject, except, with respect to clauses (a)(ii), (iiib), (c) violate and (d), for any statutesuch violations, rule regulationbreaches or defaults that have not had and would not reasonably be expected to have, ordinanceindividually or in the aggregate, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesta Parent Material Adverse Effect.

No Conflict or Violation. Neither Subject to Sections 8.2, 11.6 and 12.6 hereof and except as set forth on TDS Disclosure Letter Schedule 6.12, neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement Agreement, the Ancillary Agreements or the Related Agreements Option Agreement by TDS and/or API (as applicable) nor the consummation by BlowOut TDS and/or API (as applicable) of the transactions contemplated hereby or therebyhereby, nor compliance by BlowOut with any of including the provisions hereofMerger, and thereby will (ia) violate or conflict with any provision of the BlowOut Certificate of Incorporation or BlowOut BylawsBylaws of TDS or API or any of API's Subsidiaries, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the API Assets under, or require any Consent under any of the terms, conditions or provision provisions of any Contract API Contract, any Financing Obligation of API, any Authorization, any API Real Property Lease, API Personal Property Lease, franchise, Permit, agreement, or other instrument or obligation (i) to which BlowOut API or any of its Subsidiaries is a BlowOut Subsidiary is party or (ii) by which the API Assets are bound, (iiic) violate any statute, rule rule, regulation, ordinance, code, order, judgment judgment, ruling, writ, injunction, decree, decree or award by to which BlowOut API or any of its Subsidiaries or the BlowOut API Assets are bound or is subject, (ivd) impose any encumbrance, lien, charge, restriction or charge Encumbrance (other than a Permitted Encumbrance) on any of the BlowOut API Assets. Except as set forth specified in TDS Disclosure Letter Schedule 3.1(d) hereto6.12, or in connection with necessary corporate approvals by API of the Merger and transactions contemplated hereby, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, Consent is required to be obtained or made by API or obtained any of its Subsidiaries in connection with BlowOut's execution, the execution and delivery and performance of this Agreement and the Related Agreements and or the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesthereby.

No Conflict or Violation. Neither Subject to obtaining or making the executionconsents, approvals, orders, rulings, decrees, authorizations, registrations, declarations and filings referred to herein or disclosed in Schedule 3.2(h) to the Company Disclosure Schedule or the Company SEC Documents, the execution and delivery or ------------------------ performance by BlowOut of this Agreement or by the Related Agreements nor Company, and the consummation performance by BlowOut the Company of its obligations hereunder and the completion of the transactions (including the Arrangement) contemplated hereby or therebyhereby, do not and will not (nor compliance by BlowOut will they with any the giving of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or the lapse of time or both): (i) result in a violation, contravention or breach of, require any consent or approval to be obtained under or give rise to any termination rights under any provision of (except for any such violation, contravention or breach, in the case of clauses (B) and (C), as (1) individually or in the aggregate, would constitute not or would not reasonably be expected to have a defaultMaterial Adverse Effect or (2) underwould not prevent or materially impede or delay the consummation of the Arrangement and the transactions contemplated herein): (A) the articles, articles of incorporation, bylaws or similar organizational documents of the Company or any Company Subsidiary; (B) any Applicable Law; or (C) any Company Contract; (ii) give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by the Company or any Company Subsidiary to come due before its stated maturity or cause any available material credit to cease to be available; (iii) result in the imposition of any Encumbrance upon any property or assets of the Company or any Company Subsidiary or restrict, impair or limit the ability of the Company or any Company Subsidiary to conduct business as and where it is now being conducted (except for any such imposition, restriction, impairment or limitation as (1) individually or in the aggregate, would not or would not reasonably be expected to have a Material Adverse Effect or (2) would not prevent or materially impede or delay the consummation of the Arrangement and the transactions contemplated herein); or (iv) result in any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director, officer or employee of the Company or any Company Subsidiary or increase any benefits otherwise payable under any pension or benefits plan of the Company or any Company Subsidiary or result in the termination or acceleration under any of the terms, conditions time of payment or provision vesting of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requestsuch benefits.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision The issue and sale of the BlowOut Certificate or BlowOut Bylaws, Placement Shares to be sold by the Company and the compliance by the Company with this Agreement and (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby in this Agreement and thereby, including the Distribution, other than the Form 10 Registration Statement and the NoProspectus (including the issuance and sale of the Placement Shares, the use of the proceeds from the sale of the Placement Shares as described therein under the caption “Use of Proceeds”) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) the certificate of incorporation or by-Action Requestlaws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of this clauses (A) and (C) for such defaults, breaches, or violations that would not, individually or in the aggregate, result in a Material Adverse Change; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Placement Shares to be sold by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Securities Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Placement Shares by XX Xxxxx.

No Conflict or Violation. Neither Subject to Sections 8.2, 11.6 and 12.6 and except as set forth in TSR Paging Disclosure Letter Schedule 5.12, neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement Agreement, the Ancillary Agreements or the Related Agreements Option Agreement by TSR Paging nor the consummation by BlowOut TSR Paging of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, and thereby will (ia) violate or conflict with any provision of the BlowOut Certificate of Incorporation or BlowOut BylawsBylaws of TSR Paging, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the TSR Paging Assets under, or require any Consent under any of the terms, conditions or provision provisions of any Contract TSR Paging Contract, any Financing Obligation of TSR Paging, any Authorization, any TSR Paging Real Property Lease, TSR Paging Personal Property Lease, franchise, Permit, agreement, or other instrument or obligation (i) to which BlowOut TSR Paging is a party or a BlowOut Subsidiary is (ii) by which the TSR Paging Assets are bound, (iiic) violate any statute, rule rule, regulation, ordinance, code, order, judgment judgment, ruling, writ, injunction, decree, decree or award by to which BlowOut TSR Paging or the BlowOut TSR Paging Assets are bound or is subject, (ivd) impose any encumbrance, lien, charge, restriction or charge Encumbrance (other than a Permitted Encumbrance) on any of the BlowOut TSR Paging Assets. Except as set forth in TSR Paging Disclosure Letter Schedule 3.1(d) hereto5.12, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, Consent is required to be obtained or made or obtained by TSR Paging in connection with BlowOut's execution, the execution and delivery and performance of this Agreement and the Related Agreements and or the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesthereby.

No Conflict or Violation. Neither Except as set forth in Schedule 4.10, neither the execution, delivery or ------------------------ and performance by BlowOut of this Agreement or any of the Related Ancillary Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any thereby will result in (a) a violation of the provisions hereof, will (i) violate or a conflict with any provision of the BlowOut Certificate certificate of incorporation or BlowOut Bylawsbylaws of Parent, Seller, Talegen, Ridge Re, the Company or any Section 4.5 Subsidiary, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions term or provision of any Contract contract, agreement, indebtedness, lease, Encumbrance, commitment, license, franchise, Permit, authorization or concession to which BlowOut (i) Parent, Seller, Talegen or Ridge Re is a BlowOut party or is subject or by which any assets (including investments) of any of them are bound or (ii) the Company or any Subsidiary is a party or is subject or by which any assets (including investments) of any of them are bound, which breach or default in the case of clause (iiiii) violate would have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or in the case of clauses (i) and (ii) would interfere in any material way with the ability of Parent or Seller to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements or the Ridge Re Treaty, (c) subject to obtaining the approvals referred to in Section 4.11, a violation by Parent, Seller, Talegen, Ridge Re, the Company or any Subsidiary of any statute, rule rule, regulation, ordinance, code, order, judgment rulingjudgment, writ, injunction, decreedecree or award, which violation would have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or award interfere in any material way with the ability of Parent, Seller or Ridge Re to consummate the transactions contemplated by which BlowOut this Agreement or any of the BlowOut Assets are bound or Ancillary Agreements, (ivd) impose the imposition of any encumbrance, lien, chargeEncumbrance, restriction or charge on the business of the Company or any Subsidiary or on any material assets of the Company or the Subsidiaries, (e) the creation or exercisability of any right of termination, cancellation or acceleration under any Contract or (f) result in the breach of any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval terms or authorization conditions of, declaration toconstitute a default under, or filing or registration withotherwise cause any impairment of, any governmental Permit, which breach, default or regulatory authorityimpairment would result, individually or any other person or entityin the aggregate, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement a Material Adverse Effect on the Company and the Related Agreements and the consummation of the transactions contemplated hereby and therebySubsidiaries, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requesttaken as a whole.

No Conflict or Violation. Neither Except as set forth on Schedule 5.3.1 hereto, neither the execution, delivery or ------------------------ and performance by BlowOut of this Agreement or any of the Related Agreements agreements, documents or instruments to be executed and delivered in connection herewith or pursuant hereto, nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any will result in: (a) a violation of the provisions hereof, will (i) violate or a conflict with any provision of the BlowOut Certificate Seller's Articles of Incorporation or BlowOut Bylaws, bylaws; (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination creation of any right of any party to accelerate, terminate or acceleration under cancel, any contract, permit, authorization or concession to which Seller is a party or by which any of the terms, conditions Purchased Assets are bound; (c) a violation by Seller or provision any Shareholder of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statutelaw, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut regulation applicable to Seller or the BlowOut Assets are bound any Shareholder; or (ivd) impose an imposition of any encumbrance, lien, charge, restriction or charge on the business of Seller or any of the BlowOut AssetsPurchased Assets which individually, in each instance, i.e. (a) - (d) would have a material adverse effect on the Business, operations, properties, condition (financial or otherwise) or prospects of Seller taken as a whole. Except as set forth in on Schedule 3.1(d) 5.3.2 hereto, no consent, approval or authorization of, declaration toor declaration, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained by Seller or any Shareholder in connection with BlowOut's the execution, delivery and performance of this Agreement and the Related Agreements agreements, documents and instruments to be executed and delivered by Seller in connection herewith or pursuant thereto, and the consummation of the transactions contemplated hereby and thereby, including except those which would not have a material adverse effect on the Distribution, other than Purchased Assets taken as a whole or on the Form 10 Registration Statement consummation of the transactions contemplated hereby and the No-Action Requestthereby taken as a whole.

No Conflict or Violation. Neither the execution, delivery or ------------------------ and performance by BlowOut of this Agreement or the Related Agreements Tax Agreement by Holdings and Buyer, nor the execution, delivery and performance of the Indenture or the TOPrS Side Letter or the issuance of Debentures by Holdings, nor the execution, delivery and performance of the Trust Agreement by Holdings, as depositor, nor the issuance of the Preferred Securities by Trust, nor the issuance, if issued, of Holdings Common Stock by Holdings pursuant to the provisions of Section 11.3 nor the consummation by BlowOut Buyer, Holdings or Trust of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any thereby will result in (a) a violation of the provisions hereof, will (i) violate or a conflict with any provision of the BlowOut Certificate certificate of incorporation or BlowOut Bylawsbylaws, in the case of Holdings or Buyer, or any provisions of the Trust Agreement, in the case of Trust, (iib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions term or provision of any Contract contract, agreement, indebtedness, lease, Encumbrance, commitment, license, franchise, Permit, authorization or concession (including any agreements, documents or instruments (the "Financing Documents") constituting part of the financing required to consummate the transactions contemplated by this Agreement (the "Financing")) to which BlowOut Buyer, Holdings or Trust is a BlowOut Subsidiary party or is subject or by which any assets of Buyer, Holdings or Trust are bound, which breach or default is in a Financing Document or would, individually or in the aggregate, have a Material Adverse Effect on Buyer or Holdings or interfere in any material way with the ability of Buyer or Holdings to consummate the transactions contemplated by this Agreement, the TOPrS Side Letter and the Tax Agreement, to the extent a party thereto, or (iiic) violate subject to obtaining the approvals referred to in Section 4.11, a violation by Buyer, Holdings or Trust of any statute, rule rule, regulation, ordinance, code, order, judgment rulingjudgment, writ, injunction, decreedecree or award, which violation would, individually or award in the aggregate, have a Material Adverse Effect on Buyer or Holdings or their respective ability to consummate the transactions contemplated by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and Tax Agreement, to the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action Requestextent a party thereto.

No Conflict or Violation. Neither Etc. Except as disclosed in Schedule 4.03 hereto, the executionexecution and delivery by each Seller and Parent of this Agreement and of the Ancillary Agreements to which it is a party do not, and the consummation by each Seller and Parent of the transactions contemplated by this Agreement and by such Ancillary Agreements, including the purchase of the Equity-Linked Note, and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the Articles of Incorporation or By-laws of any Seller or Parent, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of a benefit under, require the consent of any person under, or result in the creation of any Lien on any property or asset of any Seller or Parent (including the Transferred Assets), under, any indenture or other agreement, permit, franchise, license or other instrument or undertaking to which any Seller or Parent is a party or by which any Seller or Parent or any of their assets is bound or affected, or (iii) subject to the matters referred to in the next sentence, contravene any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, determination or award applicable to any Seller or Parent or any of their subsidiaries or any of their respective properties or assets. No consent, approval or authorization of, or declaration or filing with, or notice to, any court or governmental or regulatory authority or agency, domestic or foreign (a "Governmental Entity"), is required to be obtained or made by or with respect to any Seller or Parent or any of their Subsidiaries, in connection with the execution and delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor any Ancillary Agreement by any Seller or Parent or the consummation by BlowOut any Seller or Parent of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will except for (i) violate or conflict with any provision the filing of premerger notification and report forms under the BlowOut Certificate or BlowOut BylawsHSR Act, (ii) violatethe approvals, conflict with, filings or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in notices required under the termination or acceleration under any insurance laws of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as jurisdictions set forth in Schedule 3.1(d) 4.03 hereto, no consentand (iii) such other consents, approval approvals, authorizations, declarations, filings or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained notices as are set forth in connection with BlowOut's execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, including the Distribution, other than the Form 10 Registration Statement and the No-Action RequestSchedule 4.03 hereto.

No Conflict or Violation. Neither the execution, delivery or ------------------------ performance by BlowOut of this Agreement or the Related Agreements nor the consummation by BlowOut of the transactions contemplated hereby or thereby, nor compliance by BlowOut with any of the provisions hereof, will (i) violate or conflict with any provision of the BlowOut Certificate or BlowOut Bylaws, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration under any of the terms, conditions or provision of any Contract to which BlowOut or a BlowOut Subsidiary is bound, (iii) violate any statute, rule regulation, ordinance, code, order, judgment ruling, writ, injunction, decree, or award by which BlowOut or the BlowOut Assets are bound or (iv) impose any encumbrance, lien, charge, restriction or charge on any of the BlowOut Assets. Except as set forth in Schedule 3.1(d) hereto, no consent, approval or authorization of, declaration to, or filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained in connection with BlowOut's The execution, delivery and performance of this Agreement and the Related Agreements Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not: violate or conflict with any provision of the Organizational Documents of NBLM, CONE Gathering, the General Partner or any of the Partnership Entities (including the Distributionfailure to comply with any right of first offer, right of first refusal or preferential right contained therein); violate any Law of any Governmental Authority binding on any of the Partnership Entities, the General Partner acting on behalf of the Partnership, CONE Gathering or NBLM; except as disclosed on the Schedule 3.2, violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any lease, loan agreement, mortgage, security agreement, trust indenture or other Contract or instrument to which any of the Partnership Entities is a party or NBLM or the General Partner or CONE Gathering acting on behalf of the Partnership or the General Partner, respectively, is a party or by which any of them is bound or to which any of its properties or assets is subject; result in the creation or imposition of any Encumbrance, limitation or restriction other than Permitted Encumbrances upon any of the Form 10 Registration Statement properties or assets of any of the Partnership Entities, the General Partner, CONE Gathering or NBLM; or result in the cancellation, modification, revocation or suspension of any consent, license, permit, certificate, franchise, authorization, registration or filing with any Governmental Authority of any of the Partnership Entities, the General Partner, CONE Gathering or NBLM, except in the case of clauses (a), (c), (d) and (e), where such violations, breaches, defaults or Encumbrances in the No-Action Requestaggregate would not reasonably be expected to have a Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by this Agreement or to impair Seller’s ability to perform its obligations under this Agreement.