Common use of Acknowledgments and Representations Clause in Contracts

Acknowledgments and Representations. Fox is acquiring the Exchange Securities for its own account and not for the account of any other Persons. Fox acknowledges and represents: (i) that it is aware that the Exchange Securities are not registered under the Securities Act of 1933, as amended (the "Securities Act") and are subject to the restrictions thereof, including pursuant to Rule 144 promulgated thereunder; (ii) that no federal or state agency has passed upon the Exchange Securities or made any finding or determination as to the fairness of Fox's investment in the Exchange Securities; (iii) that there are risks of loss associated with Fox's exchange of its Purchase rights for the Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the risk of its investment for an indefinite period of time; and (v) that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Exchange Securities pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLE." The foregoing statement will affixed as a legend on all certificates representing the Exchange Securities.

Acknowledgments and Representations. Fox Borrower and each Guarantor acknowledge and represent that the Second Amended Note, the Loan Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; that all representations and warranties contained in the Loan Documents are true and correct as of this date; that all necessary action to authorize the execution and delivery of this Agreement has been taken; and that this Agreement is acquiring a modification of an existing obligation and is not a novation. REAFFIRMATION OF GUARANTY. Each Guarantor hereby acknowledges that it has and shall receive direct financial benefit from the Exchange Securities for Loan and from the modifications set forth herein, and hereby waives any defense it may have to its own account guaranty of the Guaranteed Obligations, as defined in the Guarantees, based upon a lack of or failure of consideration. Each Guarantor hereby consents to the modifications contained herein and not for the account of any other Persons. Fox acknowledges hereby ratifies and representsconfirms: (ia) that it is aware that unconditionally guarantees to Bank the Exchange Securities are not registered under payment and performance from and by Borrower of the Securities Act of 1933Guaranteed Obligations, as amended defined in the Guarantees, upon the terms and conditions set forth therein, (b) such Guaranteed Obligations include, without limitation, the "Securities Act"Second Amended Note and Loan Agreement as modified hereby, and (c) and are subject that their Guarantees shall not be impaired or their liability thereunder reduced as a result of additional guarantors executing guarantees of the Guaranteed Obligations subsequent to the restrictions thereof, including pursuant date of their Guarantees. Each Guarantor acknowledges that their reaffirmation and ratification of their Guarantees is a material inducement for Bank to Rule 144 promulgated thereunder; (ii) enter into this Agreement and that no federal or state agency has passed upon Bank would not do so without said reaffirmation and ratification. This Agreement and the Exchange Securities or made any finding or determination as to the fairness Guarantees are each Guarantor’s valid and binding obligation enforceable against each of Fox's investment them in the Exchange Securities; (iii) that there are risks of loss associated accordance with Fox's exchange of its Purchase rights for the Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the risk of its investment for an indefinite period of time; and (v) that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Exchange Securities pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLEtheir terms." The foregoing statement will affixed as a legend on all certificates representing the Exchange Securities.

Acknowledgments and Representations. Fox SELLER and BUYER acknowledge that they have read this Schedule and understand and accept the terms, conditions and covenants contained herein. SELLER expressly disclaims the making of, and BUYER acknowledges that it has not received or relied upon, any representation from SELLER and acknowledges that it has no knowledge of any representations by an officer, employee of SELLER that are contrary to the terms herein. SELLER and BUYER acknowledge and agree that the relationship arising from this Schedule does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise between them. BUYER hereby represents that BUYER is acquiring engaged in an independent business and that BUYER has and hereby retains the Exchange Securities right to exercise full control of and supervision over the performance of BUYER's obligations hereunder and full control over the employment, direction, compensation and discharge of all employees, contractors or agents of BUYER assisting in the performance of such obligations; that BUYER will be solely responsible for its all matters relating to payment of such employees, contractors or BUYERs, including compliance with workers' compensation, unemployment, disability insurance, social security, withholding and all other federal, state and local laws, rules and regulations governing such matters; and that BUYER will be responsible for BUYER's own account acts and not those of BUYER's employees, contractors and agents during the performance of BUYER's obligations under this Schedule. IN WITNESS WHEREOF, the parties have caused this Schedule to be executed, in duplicate, by their duly authorized representatives as of the dates set forth below. BUYER: SELLER: SBC Advanced Solutions, Inc. Pacific Xxxx Telephone Company BY: (s/b Xxx Xxxxxxx for Xxxx Xxx) BY: (s/b Xxxx Xxxxxxxx) TITLE: Vice President-Finance TITLE: GM – Network Infrastructure DATE: 05/19/00 DATE: 05/19/00 Pricing Addendum The fees to be paid by SBC Advanced Solutions, Inc. (Buyer) for Services provided by Pacific Xxxx Telephone Company (Seller) pursuant to this Schedule will be as follows: Xxxx Reference No. Service Price1 & 2 000-000-000 Monthly Equipment Charge $160,200.00-F+ 000-000-000 30-day Charge (Personnel) $302,873.60-F+* 000-000-000 Hourly Expedite Service Charge $165.00–F+ 000-000-000 Hourly Out of Hours Service Charge $165.00–F+ 000-000-000 Charge for 30 days of IntraLATA $336,187.72–Tariff Bandwidth Capacity 319 Circuits priced per FCC Tariff 73 $1053.88 per month 000-000-000 Hourly Management Personnel Charge $198.00-F+ 000-000-000 Hourly Non-management Personnel Charge $82.50-F+ ANY ADDITIONAL DIRECT EXPENSES WILL BE PASSED THROUGH TO BUYER AS INCURRED. Coordinators for the account of any other Persons. Fox acknowledges and representsServices to be provided pursuant hereto will be as follows: (iBuyer: Xxxx Xxx Seller: Xxxx Xxxxxxxx SBC Advanced Solutions, Inc. Xxxxxxx Xxxx Xxxxxxxxx Co. 300 Convent, Room 1928 000 XxXxxxxxxx, Room 3-KK-01 San Antonio, Texas 78205 Xxx Xxxxxxx, Xxxxx 00000 BUYER:(s/b Xxx Xxxxxxx for Xxxx Xxx) that it is aware that the Exchange Securities SELLER: Xxxx Xxxxxxxx TITLE: VP – Finance TITLE: GM – Network Infrastructure DATE: 05/19/00 DATE: 05/19/00 *These costs are not registered under the Securities Act of 1933, as amended (the "Securities Act") estimates and are subject to true-up at a later date. 1Cost Method: F = Fully Distributed, F+ = Fully Distributed + 10%, M = Fair Market Value, C = Change, A = Add Invoices will be due and payable net thirty (30) days from the restrictions thereof, including pursuant invoice date. All late payments will be subject to Rule 144 promulgated thereunder; (ii) that no federal or state agency has passed upon a charge of 1.50% per month on the Exchange Securities or made any finding or determination as to the fairness of Fox's investment in the Exchange Securities; (iii) that there are risks of loss associated with Fox's exchange of its Purchase rights for the Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the risk of its investment for an indefinite period of time; and (v) that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Exchange Securities pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLEunpaid balance." The foregoing statement will affixed as a legend on all certificates representing the Exchange Securities.

Acknowledgments and Representations. Fox Borrower and each Guarantor acknowledge and represent that the Second Amended Note, the Loan Agreement, the Guaranty, and all other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; that all representations and warranties contained in the Loan Documents are true and correct as of this date; that all necessary action to authorize the execution and delivery of this Agreement has been taken; and that this Agreement is acquiring a modification of an existing obligation and is not a novation. REAFFIRMATION OF GUARANTY. Each Guarantor hereby acknowledges that it has and shall receive direct financial benefit from the Exchange Securities for Loan and from the modifications set forth herein, and hereby waives any defense it may have to its own account guaranty of the Guaranteed Obligations, as defined in the Guarantees, based upon a lack of or failure of consideration. Each Guarantor hereby consents to the modifications contained herein and not for the account of any other Persons. Fox acknowledges hereby ratifies and representsconfirms: (ia) that it is aware that unconditionally guarantees to Bank the Exchange Securities are not registered under payment and performance from and by Borrower of the Securities Act of 1933Guaranteed Obligations, as amended defined in the Guarantees, upon the terms and conditions set forth therein, (b) such Guaranteed Obligations include, without limitation, the "Securities Act"Second Amended Note and Loan Agreement as modified hereby, and (c) and are subject that their Guarantees shall not be impaired or their liability thereunder reduced as a result of any amendments or modifications to any other Guarantees of the Guaranteed Obligations subsequent to the restrictions thereof, including pursuant date of their Guarantees. Each Guarantor acknowledges that their reaffirmation and ratification of their Guarantees is a material inducement for Bank to Rule 144 promulgated thereunder; (ii) enter into this Agreement and that no federal or state agency has passed upon Bank would not do so without said reaffirmation and ratification. This Agreement and the Exchange Securities or made any finding or determination as to the fairness Guarantees are each Guarantor’s valid and binding obligation enforceable against each of Fox's investment them in the Exchange Securities; (iii) that there are risks of loss associated accordance with Fox's exchange of its Purchase rights for the Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the risk of its investment for an indefinite period of time; and (v) that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Exchange Securities pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLEtheir terms." The foregoing statement will affixed as a legend on all certificates representing the Exchange Securities.