Common use of Pursuant to Section Clause in Contracts

Pursuant to Section. 3.1(q) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) no event has occurred or is continuing as of the date hereof, that would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as of the date hereof, each Credit Party is Solvent.

Pursuant to Section. 3.1(q) 5.12 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Loan Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees, to irrevocably, unconditionally, jointly and examination described severally with the other Guarantors, to guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (aincluding amounts that would become due but for the operation of the automatic stay under Section 362(a) aboveof the Bankruptcy Code, we certify that11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and (e) the undersigned hereby agrees that a counterpart signature page of this Counterpart Agreement may be attached to that certain Master Intercompany Note Number 3, dated as of November 15, 2019, by and among the Parent and certain of its subsidiaries (the “Master Intercompany Note”) and that hereinafter, the undersigned shall be deemed an “Additional Party”, “Payor” and “Payee” under, and in each case, as of defined in, the date hereof, each Credit Party is SolventMaster Intercompany Note.

Pursuant to Section. 3.1(q) 6.27 of the Credit Agreement the New Borrower must execute and Guaranty deliver this Joinder Agreement. In consideration of the benefits to be derived by the New Borrower under the Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the New Borrower agrees as follows: 1. Capitalized terms used in the opening paragraph, the recitals and as otherwise used herein and not defined have the same meanings assigned to such terms in the Agreement. 2. Upon its execution, this Joinder Agreement is made a part of the Agreement for all purposes, and the New Borrower shall be and become a party to the Agreement and shall without any further actions or conditions have all the rights and become subject to all the obligations of one of the Borrower thereunder. 3. The New Borrower (a) represents and warrants that it is legally authorized to enter into this Joinder Agreement, dated as (b) confirms that it has received copies of April __, 1999 (as amended, supplemented or otherwise modified to the date hereofAgreement, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by other loan documents executed and among Borrower, Allegiance Telecom, Inc. delivered in connection therewith and all related documents ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCPLoan Documents"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, that on the undersigned do hereby certify on behalf basis of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our its review and examination described in paragraph analysis of this information has decided to enter into this Joinder Agreement, (ac) aboveconfirms that it is a subsidiary of Company, we certify that as (d) adopts by reference thereto all of the date hereof: (i) the representations and warranties applicable to it as set forth in Section 4 the Agreement as fully and with the same force and effect as though each such representation and warranty were set forth in its entirety in the Joinder Agreement and confirms and agrees that it shall perform each and every covenant applicable to it as one of the Credit Borrower as provided in the Agreement are true and correct that it will at all times be in all material respects on and as compliance with the terms of the Closing DateAgreement, except the other Loan Documents and all of the obligations and covenants set forth therein to the same extent as though each and every such representations agreement and warranties specifically relate covenant were set forth in their entirety in this Joinder Agreement required to an earlier datebe performed by it as one of the Borrower thereunder. 4. New Borrower shall be considered, in which case such representations and warranties were true deemed to be, for all purposes of the Agreement and correct in all material respects on the other Loan Documents, one of the Borrower under the Agreement as fully as though New Borrower had executed and as of such earlier date; (ii) no injunction or restraining order has been issued delivered the Agreement at the time originally executed and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated delivered by the Credit Agreement; (iii) each Credit Party has performed Company and hereby ratifies and confirms its obligations under the Agreement and the other Loan Documents, all agreements and satisfied all conditions which in accordance with the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) no event has occurred or is continuing as of the date terms hereof, that would constitute an . 5. No Event of Default or a Default(as defined in the Agreement) has occurred and is continuing under the Agreement. 6. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as This Joinder Agreement shall not become effective until the New Borrower has complied with all of the date hereof, each Credit Party is Solvent.terms and conditions of Section 6.27

Pursuant to Section. 3.1(q8.1(a), the Board of PCA shall take all necessary action to amend the PCA Rights Agreement so that (i) none of the execution or delivery of this Agreement or the exchange of the shares of PCA Common Stock for the shares of Sierra Common Stock in accordance with Article II will cause (A) the PCA Rights distributed pursuant to the PCA Rights Agreement to become exercisable under the PCA Rights Agreement, (B) Sierra or any of the Sierra Subsidiaries to be deemed an "Acquiring Person" (as defined in the PCA Rights Agreement), or (C) the "Shares Acquisition Date" (as defined in the PCA Rights Agreement) to occur upon any such event and (ii) the "Final Expiration Date" (as defined in the PCA Rights Agreement) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified PCA Rights shall occur immediately prior to the date hereofEffective Time. PCA agrees to take all necessary action to amend the PCA Rights Agreement so that the consummation of the Merger, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 permitted hereunder, will not cause any of the Credit effects referred to in Section 3 or 13 of the PCA Rights Agreement and the definitions and provisions contained in to occur; provided, however, that PCA shall not be required to make such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as amendments to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: PCA Rights Agreement if (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct Sierra has not performed or complied in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit covenants required by this Agreement to be performed or the Credit Documents provide shall be per formed or satisfied complied with by it on or before prior to the Closing Date; and (iv) no event has occurred or is continuing as consummation of the date hereofMerger or (ii) PCA obtains and there is in force from the Delaware Court of Chancery an order permanently, preliminarily or temporarily declaring that the making of such amendments to the PCA Rights Agreement would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as be contrary to the fiduciary duties of the date hereof, each Credit Party is SolventBoard of Directors of PCA.

Pursuant to Section. 3.1(q) 5.9 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Credit Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review and examination described in paragraph (a) aboveagrees, we certify that, as subject to the provisions of Section 7.2 of the date hereofCredit Agreement, to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)) and in accordance with Section 7 of the Credit Agreement; and (i) agrees that this counterpart may be attached to the Pledge Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge Agreement as if it were an original signatory thereto, (iii) grants to the Collateral Agent (as such term is defined in the Pledge Agreement) a security interest in all of the undersigned's right, title and interest in and to all "Collateral" (as such term is defined in the Pledge Agreement) of the 229 undersigned [, including, without limitation, the Investment Related Property (as such term is defined in the Pledge Agreement) listed on supplemental Schedule 1.1(a) attached hereto, in each Credit Party case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) represents and warrants that is Solventhas duly completed and herewith delivers to Collateral Agent supplements to all schedules to the Pledge Agreement. All Collateral of the undersigned shall be deemed to be part of the "Collateral" and hereafter subject to each of the terms and conditions of the Pledge Agreement.] [THIS CLAUSE (e) WILL BE INCLUDED IN COUNTERPART AGREEMENTS UNTIL THE DATE ON WHICH PARENT HAS RECEIVED AN INVESTMENT GRADE STATUS RATING.]

Pursuant to Section. 3.1(q) 2.17 of the Credit and Guaranty Agreement, dated each Increasing Lender has agreed, severally, but not jointly, on the terms set forth in this Agreement, to make the Incremental Revolving Commitments as of April __, 1999 (as amended, supplemented or otherwise modified set forth on Schedule I attached hereto. After giving effect to the date hereofthis Agreement, the "Revolving Commitment for each of the Lenders shall be as set forth on Schedule I attached hereto. Each Increasing Lender (i) confirms that it has received a copy of the Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by the other Loan Documents and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party the amendments and exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as Guarantorsit has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees (and, Lendersif it was a Lender before the effectiveness of this Agreement, Goldxxx Xxxhs Credit Partners L.P. ("GSCP")confirms that it has agreed) that it has and will, independently and without reliance upon the Administrative Agent or any other Increasing Lender and based on such documents and information as Syndication Agentit shall deem appropriate at the time, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of continue to make its own credit decisions in entering into the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsectionsthis Agreement, and in our opinion we have made, taking or have caused to be made not taking action under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party appoints and authorizes (or, if it was a Lender before the effectiveness of this Agreement, confirms that it has performed all agreements appointed and satisfied all conditions which authorized) the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement or and the Credit other Loan Documents provide shall be per formed or satisfied as are delegated to the Administrative Agent, as the case may be, by it on or before the Closing Dateterms thereof, together with such powers as are reasonably incidental thereto; and (iv) no event agrees (and, if it was a Lender before the effectiveness of this Agreement, confirms that it has occurred or is continuing as agreed) that it will perform in accordance with their terms all of the date hereof, that would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as obligations which by the terms of the date hereof, each Credit Party is SolventAgreement are required to be performed by it as a Lender.

Pursuant to Section. 3.1(q) 5.12 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Loan Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees, to irrevocably, unconditionally, jointly and examination described severally with the other Guarantors, to guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) above, we certify that, as including amounts that would become due but for the operation of the date hereofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and (e) [the undersigned hereby (i) agrees that this counterpart may be attached to the [U.S. Pledge and Security Agreement], (ii) agrees that the undersigned will comply with all the terms and conditions of the [U.S. Pledge and Security Agreement] as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the [U.S. Pledge and Security Agreement]) of the undersigned, subject to the terms of Section 2 of the [U.S. Pledge and Security Agreement], in each Credit Party is Solvent.case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the [U.S. Pledge and Security Agreement]. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the [U.S. Pledge and Security Agreement].]1

Pursuant to Section. 3.1(q) 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Amendment. Very truly yours, ------------------------------------------ (NAME OF LENDER) By: -------------------------------------- Name: Title: Dated as February , 2002 ANNEX B ACKNOWLEDGEMENT AND CONSENT Reference is made to the Seventh Amendment, dated as of February 13, 2002 (the "Amendment"), to the Amended and Guaranty Restated Credit Agreement, dated as of April __June 13, 1999 2000 (as amended, supplemented restated or otherwise modified from time to the date hereoftime, the "Credit Agreement"; ), among WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability company organized under the laws of the Netherlands (the "Borrower"), WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), FLEET NATIONAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent"). Unless otherwise defined herein, capitalized terms used herein but not and defined in the Credit Agreement are used herein as therein defined), by . Each of the undersigned parties to the Guarantee and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party theretoCollateral Agreement or the Foreign Guarantees, as Guarantorsthe case may be, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc.made by the undersigned in favor of Fleet National Bank, as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, for the undersigned do benefit of the Lenders hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating consents to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which Amendment to the Credit Agreement or and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guarantee and Collateral Agreement, the Foreign Guarantee and the other Security Documents, as the case may be, are, and shall remain, in full force and effect after giving effect to such Amendment and all prior modifications to the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) no event has occurred or is continuing as of the date hereof, that would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as of the date hereof, each Credit Party is SolventAgreement.

Pursuant to Section. 3.1(q) 5.10 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Credit Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (iic) no injunction or restraining order has been issued represents and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) warrants that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees to irrevocably and examination described unconditionally guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) above, we certify that, as including amounts that would become due but for the operation of the date hereofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) and in accordance with Section 7 of the Credit Agreement; and (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned's right, title and interest in and to all "Collateral" (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each Credit Party is Solventcase whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the "Collateral" and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section. 3.1(q2.1(a)(iii) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Depositor has assigned to the Trustee, for the benefit of Certificateholders, its rights under the Sales Agreement"; capitalized terms used herein but not defined herein , including each representation and warranty of SMI set forth in such Sales Agreement in respect of the Mortgage Loans. Upon discovery by any of the parties hereto of a breach of a representation or warranty made by SMI in respect of the Mortgage Loans that materially and adversely affects the interests of the Certificateholders in any such Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. SMI hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach such of any representation or warranty which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan (it being understood that any such breach shall be deemed to materially and adversely affect the value of such Mortgage Loan or the interest of the Trust Fund therein, if the Trust Fund incurs a loss as therein definedthe result of such breach), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agentit shall cure such breach in all material respects, and GSCP and TD Securities (USA) Inc.if such breach is not so cured, as Co-Lead Arrangersshall, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) if such 90-day period expires prior to the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as second anniversary of the Closing Date, except remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the extent conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.4(a) hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee or the Custodian on its behalf of a Request for Release substantially in the form of Exhibit J and the Mortgage File for any such Substitute Mortgage Loan. SMI shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for such breach. With respect to the representations and warranties specifically relate described in this Section which are made to an earlier datethe best of SMI's knowledge, in which case such representations and warranties were true and correct in all material respects on and as if it is discovered by either the Servicer or the Trustee that the substance of such earlier date; (ii) no injunction representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed the interests of the Certificateholders therein, notwithstanding SMI's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any actionSubstitute Mortgage Loan or Loans, suit SMI shall deliver to the Trustee or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result ofCustodian on its behalf for the benefit of the Certificateholders the Mortgage Note, the transactions contemplated Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the Credit Agreement; (iii) each Credit Party has performed all agreements Mortgage Note endorsed and satisfied all conditions which the Credit Agreement or Mortgage assigned as required by Section 2.1. No substitution is permitted to be made in any calendar month after the Credit Documents provide Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by SMI on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter SMI shall be per formed or satisfied by it on or before entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Closing Date; and (iv) no event has occurred or is continuing as Mortgage Loan Schedule for the benefit of the date hereofCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, that would constitute an Event the Substitute Mortgage Loan or Loans shall be subject to the terms of Default this Agreement in all respects, and SMI shall be deemed to have made with respect to such Substitute Mortgage Loan or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify thatLoans, as of the date hereofof substitution, the representations and warranties made by SMI pursuant to the Sales Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release or shall cause the Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to SMI and shall execute and deliver at SMI's direction such instruments of transfer or assignment prepared by SMI , in each Credit Party case without recourse, as shall be necessary to vest title in SMI, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.3. For any month in which SMI substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is Solventless than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Collection Account by SMI on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that SMI shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Distribution Account prior to the Distribution Date in the month following the month during which SMI became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.4 hereof and receipt of a Request for Release in the form of Exhibit J hereto, the Trustee shall release or shall cause the Custodian to release the related Mortgage File held for the benefit of the Certificateholders to SMI, and the Trustee shall execute and deliver or shall cause the Custodian to execute and deliver at SMI's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of SMI to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.3 (and the representations and warranties with respect to the Mortgage Loans made in the Sales Agreement) shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.

Pursuant to Section. 3.1(q) 5.10 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Credit Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees to irrevocably and examination described unconditionally guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) above, we certify that, as including amounts that would become due but for the operation of the date hereofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)) and in accordance with Section 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants to Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned's right, title and interest in and to all "Collateral" (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each Credit Party is Solventcase whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the "Collateral" and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section. 3.1(q9.1(a), Seller shall be liable for and pay, and pursuant to Article X shall indemnify each Buyer Group Member (and the Company) against any Losses resulting from the inaccuracy of any of the Credit following statements: (i) each of the Company and Guaranty Agreementeach Company Tax Group has filed all Tax Returns required to be filed; (ii) all such Tax Returns are complete and accurate and disclose all Taxes required to be paid by the Company and each Company Tax Group for the periods covered thereby and all Taxes shown to be due on such Tax Returns have been timely paid; (iii) all Taxes (whether or not shown on any Tax Return) owed by the Company or any Company Tax Group have been timely paid; (iv) there is no action, dated suit, investigation, audit, claim or assessment pending or proposed or threatened with respect to Taxes of the Company or any Company Tax Group; (v) all deficiencies asserted or assessments made as a result of April __, 1999 any examination of the Tax Returns referred to in clause (as amended, supplemented or otherwise modified i) have been paid in full; (vi) all Tax Sharing Arrangements and Tax indemnity arrangements relating to the date hereof, Company or any subsidiary of the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrowerthis Agreement) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, will terminate prior to the Closing Date and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, neither the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 Company nor any subsidiary of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we Company will have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it liability thereunder on or before after the Closing Date; (vii) there are no liens for Taxes upon the assets of the Company except liens relating to current Taxes not yet due; (viii) all Taxes which the Company or any Company Tax Group are required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued, reserved against and entered on the books of the Company; (ivix) there are no Tax rulings, requests for rulings, or closing agreements (as described in Section 7121 of the Code or any corresponding provision of state or local Tax law) relating to the Company or any Company Tax Group which could affect the Company's liability for Taxes for any period after the Closing Date; (x) no event claim has occurred ever been made by a Taxing authority in a jurisdiction where the Company has never paid Taxes or filed Tax Returns asserting that the Company is continuing or may be subject to Taxes assessed by such jurisdiction; (xi) except as of the date hereofcontemplated in or contemplated by this Agreement, that would constitute an Event of Default or a Default. 155 no intercompany obligation (c) Based upon our review and examination as described in paragraph Treas. Reg. ss. 1.1502-13(g)) between or among the Seller, the Company, or any member of any Company Tax Group will remain outstanding following the Closing, (axii) above, we certify that, as of the date hereof, each Credit Party is Solvent.since

Pursuant to Section. 3.1(q) 5.10 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review [except as set forth on Schedule A hereto,] represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Credit Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees to irrevocably and examination described unconditionally guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) above, we certify that, as including amounts that would become due but for the operation of the date hereofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) and in accordance with Section 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) subject to the provisions of the Pledge and Security Agreement, grants to Collateral Agent a security interest in all of the undersigned's right, title and interest in and to all "Collateral" (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each Credit Party is Solventcase whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all applicable schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the "Collateral" and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section. 3.1(q2.1(a)(iii) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Depositor has assigned to the Trustee, for the benefit of Certificateholders, its rights under each Sales Agreement"; capitalized terms used herein but not defined herein as therein defined), by including each representation and among Borrower, Allegiance Telecom, Inc. warranty applicable to the Mortgage Loans ("Company"),the Subsidiaries of Company (other than Borrowerand the applicable remedies) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 set forth in such Sales Agreement in respect of the Credit Mortgage Loans. Each Sales Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as provides remedies against SFM directly to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as Depositor. Upon discovery by any of the date hereof: parties hereto of a breach of a representation or warranty made by the Seller in respect of the Mortgage Loans that (i) materially and adversely affects the representations and warranties in Section 4 interests of the Credit Certificateholders in any such Mortgage Loan or (ii) is set forth in subsections (B) or (C) of Exhibit B to the Sales Agreement are true between the Depositor and correct SFM, the party discovering such breach shall give prompt notice thereof to the other parties. SFM hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach such of any representation or warranty which (x) materially and adversely affects the interests of the Certificateholders in any Mortgage Loan (it being understood that any such breach shall be deemed to materially and adversely affect the value of such Mortgage Loan or the interest of the Trust Fund therein, if the Trust Fund incurs a loss as the result of such breach) or (y) is set forth in subsections (B) or (C) of Exhibit B to the Sales Agreement between the Depositor and SFM, it shall cure such breach in all material respects on respects, and as if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, except remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the extent conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.4(a) hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee or the Custodian on its behalf of a Request for Release substantially in the form of Exhibit I and the Mortgage File for any such Substitute Mortgage Loan. SFM shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies against the Seller. With respect to the representations and warranties specifically relate described in this Section which are made to an earlier datethe best of SFM’s knowledge, in which case such representations and warranties were true and correct in all material respects on and as if it is discovered by either the Servicer or the Trustee that the substance of such earlier date; representation and warranty is inaccurate (iiif required to impose the obligations described above on SFM) no injunction and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed the interests of the Certificateholders therein, notwithstanding SFM’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any actionSubstitute Mortgage Loan, suit SFM shall deliver to the Trustee or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result ofCustodian on its behalf for the benefit of the Certificateholders the Mortgage Note, the transactions contemplated Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the Credit Agreement; (iii) each Credit Party has performed all agreements Mortgage Note endorsed and satisfied all conditions which the Credit Agreement or Mortgage assigned as required by Section 2.1. No substitution is permitted to be made in any calendar month after the Credit Documents provide Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by SFM on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter SFM shall be per formed or satisfied by it on or before entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Closing Date; and (iv) no event has occurred or is continuing as Mortgage Loan Schedule for the benefit of the date hereofCertificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, that would constitute an Event the Substitute Mortgage Loan or Loans shall be subject to the terms of Default this Agreement in all respects, and SFM shall be deemed to have made with respect to such Substitute Mortgage Loan or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify thatLoans, as of the date hereofof substitution, the representations and warranties made by SFM pursuant to the Sales Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release or shall cause the Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to SFM and shall execute and deliver at SFM’s direction such instruments of transfer or assignment prepared by SFM , in each Credit Party case without recourse, as shall be necessary to vest title in SFM, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.3. For any month in which SFM substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is Solventless than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii) any costs and damages actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty resulting from a violation of a predatory or abusive lending law applicable to such Mortgage Loan shall be deposited in the Collection Account by SFM on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In the event that SFM shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month during which SFM became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.4 hereof and receipt of a Request for Release in the form of Exhibit I hereto, the Trustee shall release or shall cause the Custodian to release the related Mortgage File held for the benefit of the Certificateholders to SFM, and the Trustee shall execute and deliver or shall cause the Custodian to execute and deliver at SFM’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of each Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.3 (and the representations and warranties with respect to the Mortgage Loans made in each Sales Agreement) shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.

Pursuant to Section. 3.1(q) 5.12 of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower thathereby: (a) We have reviewed the terms of Sections 3 and 4 of agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the definitions execution and provisions contained in such delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement relating to such subsections, and in our opinion we have made, or have caused agrees to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to bound by all of the matters referred to herein.terms thereof; (b) Based upon our review represents and examination described in paragraph (a) above, we certify warrants that as each of the date hereof: (i) the representations and warranties set forth in Section 4 of the Credit Agreement are and each other Loan Document and applicable to the undersigned is true and correct in all material respects on both before and as of the Closing Dateafter giving effect to this Counterpart Agreement, except to the extent that any such representations representation and warranties specifically relate warranty relates solely to an any earlier date, in which case such representations representation and warranties were warranty is true and correct in all material respects on and as of such earlier date; ; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (ivc) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default. 155 ; (cd) Based upon our review agrees, to irrevocably, unconditionally, jointly and examination described severally with the other Guarantors, to guaranty the due and punctual payment in paragraph full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) above, we certify that, as including amounts that would become due but for the operation of the date hereofautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and (e) [the undersigned hereby (i) agrees that this counterpart may be attached to the [U.S. Pledge and Security Agreement], (ii) agrees that the undersigned will comply with all the terms and conditions of the [U.S. Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the [U.S. Pledge and Security Agreement]) of the undersigned, subject to the terms of Section 2 of the [U.S. Pledge and Security Agreement], in each Credit Party is Solvent.case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the [U.S. Pledge and Security Agreement]. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the [U.S. Pledge and Security Agreement].]1

Pursuant to Section. 3.1(q5.3 of the Credit Agreement, the Borrower was required to provide certain items, including mortgages, surveys, title policies, appraisals and environmental reports, for all real property owned by the Borrower on the date twelve months after the Closing Date. The Borrower has not provided the items required by Section 5.3 of the Credit Agreement for the real property identified on Schedule 1 hereto (the "Owned Real Property"). The Required Lenders agree that the Borrower shall not be required to provide the items required by Section 5.3 of the Credit Agreement for the Owned Real Property, provided that (a) upon the occurrence and during the continuance of an Event of Default, the Borrower shall promptly provide the items required by Section 5.3 of the Credit Agreement for the Owned Real Property upon the request of the Administrative Agent and the Required Lenders in their sole discretion, (b) in addition to the covenants set forth in Section 8.2, the Borrower shall not contract, create, incur, assume or permit to exist any Lien otherwise permitted by clause (xvii) of the definition of "Permitted Liens", and (c) upon the sale, lease, transfer or other disposition of the Owned Real Property (other than pursuant to sale and leaseback transaction for fair value which shall not require a prepayment), the Borrower shall, notwithstanding the provisions of Section 3.4, promptly repay the Term Loan (ratably to the remaining principal amortization installments) in the amount of the Net Proceeds received from the sale, lease, transfer or other disposition of the Owned Real Property. The Required Lenders agree to such application of the Net Proceeds of the sale, lease, transfer or other disposition of the Owned Real Property notwithstanding the provisions of Sections 3.4(b) of the Credit and Guaranty Agreement, dated as of April __, 1999 (as amended, supplemented or otherwise modified to the date hereof, the "Credit Agreement"; capitalized terms used herein but not defined herein as therein defined), by and among Borrower, Allegiance Telecom, Inc. ("Company"),the Subsidiaries of Company (other than Borrower) party thereto, as Guarantors, Lenders, Goldxxx Xxxhs Credit Partners L.P. ("GSCP"), as Syndication Agent, Toronto Dominion (Texas), Inc., as Administrative Agent, Morgxx Xxxnxxx Xxxior Funding, Inc., as Documentation Agent, and GSCP and TD Securities (USA) Inc., as Co-Lead Arrangers, the undersigned do hereby certify on behalf of Borrower that: (a) We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating to such subsections, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein. (b) Based upon our review and examination described in paragraph (a) above, we certify that as of the date hereof: (i) the representations and warranties in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; (ii) no injunction or restraining order has been issued and no hearing to cause an injunction or other restraining order is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Credit Agreement; (iii) each Credit Party has performed all agreements and satisfied all conditions which the Credit Agreement or the Credit Documents provide shall be per formed or satisfied by it on or before the Closing Date; and (iv) no event has occurred or is continuing as of the date hereof, that would constitute an Event of Default or a Default. 155 (c) Based upon our review and examination described in paragraph (a) above, we certify that, as of the date hereof, each Credit Party is Solvent.