Common use of Warranties of the Interest Owner Clause in Contracts

Warranties of the Interest Owner. The Interest Owner hereby warrants that (i) the Interest Owner is an appropriate person to originate this instruction; (ii) the Interest Owner is entitled to effect the instruction here given; and (iii) the Interest Owner's taxpayer identification number is . REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW. EXECUTED as of the date first stated in this Pledge Instruction. --------------------------------------- By: Name: Title: 30 EXHIBIT D CONSENT OF THE GENERAL PARTNER The undersigned, , in its capacity as general partner of the Partnership (in such capacity, the "GENERAL PARTNER") hereby acknowledges and consents to, and agrees to cause to be registered on the books and records of the Partnership, the Pledge of Partnership Interests, and further agrees that upon receipt of written notice from the Pledgee, the General Partner shall (i) cause the Partnership to pay and remit to the Pledgee all distributions and other amounts payable to the Interest Owner upon demand or otherwise, including, without limitation, upon the termination, liquidation, and dissolution of the Partnership, (ii) cause the Partnership to hold all funds in deposit accounts for the benefit of Pledgee, and (iii) cause the Partnership to provide to the Pledgee all future correspondence, accountings of distributions, and tax returns of the Partnership. , as General Partner By: Name: Title: EXHIBIT A TO PLEDGE INSTRUCTION FORM OF INITIAL TRANSACTION STATEMENT THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF THE TIME OF ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY. NAME OF PLEDGOR: ADDRESS OF PLEDGOR: Tax ID or Social Security Number: A. [ADDRESS] [Tax ID Number: ] On December , 1998, the undersigned, , in its capacity as managing general partner of (in such capacity, the "MANAGING GENERAL PARTNER") caused the pledge of ( %) of the outstanding partnership interests in ("PARTNERSHIP INTEREST") by (the "PLEDGOR"), in favor of NationsBank, N.A. (the "PLEDGEE") to be registered on the books and records of the Partnership. EXCEPT for the pledge in favor of the Pledgee, to the knowledge of the undersigned (including, without limitation, any information which may appear on the undersigned's books and records) there are no liens, restrictions, or adverse claims to which the Partnership Interest is, or may be, subject as of the date hereof. By: Name: Title: EXHIBIT E-1 FORM OF COMPLIANCE CERTIFICATE FOR ENDED , DATE: , A. BORROWER: XXXXXX/SYGNET OPERATING COMPANY (including its successor by merger, SYGNET WIRELESS, INC.) This certificate is delivered under the Credit Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation Agents, and Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

Warranties of the Interest Owner. The Interest Owner hereby warrants that (i) the Interest Owner is an appropriate person to originate this instruction; (ii) the Interest Owner is entitled to effect the instruction here given; and (iii) the Interest Owner's taxpayer identification number is . REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW______________________________________. EXECUTED as of the date first stated in this Pledge Instruction. --------------------------------------- ___________________________________________ By: _______________________________________ Name: :__________________________________ Title: 30 EXHIBIT D :_________________________________ CONSENT OF THE GENERAL PARTNER The undersigned, _____________________, in its capacity as general partner of the Partnership (in such capacity, the "GENERAL PARTNERGeneral Partner") hereby acknowledges and consents to, and agrees to cause to be registered on the books and records of the Partnership, the Pledge of Partnership Interests, and further agrees that upon receipt of written notice from the Pledgee, the General Partner shall (i) cause the Partnership to pay and remit to the Pledgee all distributions and other amounts payable to the Interest Owner upon demand or otherwise, including, without limitation, upon the termination, liquidation, and dissolution of the Partnership, (ii) cause the Partnership to hold all funds in deposit accounts for the benefit of Pledgee, and (iii) cause the Partnership to provide to the Pledgee all future correspondence, accountings of distributions, and tax returns of the Partnership. __________________________________________, as General Partner By: _______________________________________ Name: :__________________________________ Title: EXHIBIT :_________________________________ Pledge Instruction Signature Page ANNEX A TO PLEDGE INSTRUCTION FORM OF INITIAL TRANSACTION STATEMENT THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF THE TIME OF ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY. NAME OF PLEDGOR: :_________________________________ ADDRESS OF PLEDGOR: :______________________________ Tax ID or Social Security Number: A. [ADDRESS] [Tax ID Number: ] On December , 1998, the undersigned, , in its capacity as managing general partner of (in such capacity, the "MANAGING GENERAL PARTNER") caused the pledge of ( %) of the outstanding partnership interests in ("PARTNERSHIP INTEREST") by (the "PLEDGOR"), in favor of NationsBank, N.A. (the "PLEDGEE") to be registered on the books and records of the Partnership. EXCEPT for the pledge in favor of the Pledgee, to the knowledge of the undersigned (including, without limitation, any information which may appear on the undersigned's books and records) there are no liens, restrictions, or adverse claims to which the Partnership Interest is, or may be, subject as of the date hereof. By: Name: Title: EXHIBIT E-1 FORM OF COMPLIANCE CERTIFICATE FOR ENDED , DATE: , A. BORROWER: XXXXXX/SYGNET OPERATING COMPANY (including its successor by merger, SYGNET WIRELESS, INC.) This certificate is delivered under the Credit Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, Xxxxxx Commercial Paper Inc. and PNC Bank, National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation Agents, and Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.________________

Warranties of the Interest Owner. The Interest Owner hereby warrants that (i) the Interest Owner is an appropriate person to originate this instruction; (ii) the Interest Owner is entitled to effect the instruction here given; and (iii) the Interest Owner's taxpayer identification number is . REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW___________. EXECUTED as of the date first stated in this Pledge Instruction. --------------------------------------- ________________________________________ By: ____________________________________ Name: _____________________________ Title: 30 EXHIBIT D _____________________________ CONSENT OF THE GENERAL PARTNER The undersigned, ___________________, in its capacity as general partner of the Partnership (in such capacity, the "GENERAL PARTNERGeneral Partner") hereby acknowledges and consents to, and agrees to cause to be registered on the books and records of the Partnership, the Pledge of Partnership Interests, and further agrees that upon receipt of written notice from the Pledgee, the General Partner shall (i) cause the Partnership to pay and remit to the Pledgee all distributions and other amounts payable to the Interest Owner upon demand or otherwise, including, without limitation, upon the termination, liquidation, and dissolution of the Partnership, (ii) cause the Partnership to hold all funds in deposit accounts for the benefit of Pledgee, and (iii) cause the Partnership to provide to the Pledgee all future correspondence, accountings of distributions, and tax returns of the Partnership. _______________________________________, as General Partner By: ____________________________________ Name: _____________________________ Title: _____________________________ Pledge Instruction Signature Page EXHIBIT A TO PLEDGE INSTRUCTION FORM OF INITIAL TRANSACTION STATEMENT THIS STATEMENT IS MERELY A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF THE TIME OF ISSUANCE. DELIVERY OF THIS STATEMENT, OF ITSELF, CONFERS NO RIGHTS ON THE RECIPIENT. THIS STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY. NAME OF PLEDGOR: _____________________________________ ADDRESS OF PLEDGOR: __________________________________ Tax ID or Social Security Number:: ____________________ A. [ADDRESS] [Tax ID Number: ______________________________________] On December ___________________, 19982000, the undersigned, ___________________, in its capacity as managing general partner of (in such capacity, the "MANAGING GENERAL PARTNERManaging General Partner") caused the pledge of ( ___________________ (____%) of the outstanding partnership interests in ___________________ ("PARTNERSHIP INTERESTPartnership Interest") by (the "PLEDGORPledgor"), in favor of NationsBankBank of America, N.A. (the "PLEDGEEPledgee") ), in its capacity as Administrative Agent for certain Xxxxxxx and as Secured Party under that certain Pledge, Assignment, and Security Agreement dated as of ___________________, 2000 (as the same may be amended, modified, supplemented, or restated from time to time), to be registered on the books and records of the Partnership. EXCEPT Except for the pledge in favor of the Pledgee, to the knowledge of the undersigned (including, without limitation, any information which may appear on the undersigned's books and records) there are no liens, restrictions, or adverse claims to which the Partnership Interest is, or may be, subject as of the date hereof. ________________________________________ By: ____________________________________ Name: _____________________________ Title: EXHIBIT E-1 _____________________________ FORM OF COMPLIANCE CERTIFICATE AMENDED AND RESTATED PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT FOR ENDED XXXXXX COMMUNICATIONS CORPORATION THIS AMENDED AND RESTATED PLEDGE, DATE: , A. BORROWER: XXXXXX/SYGNET OPERATING COMPANY ASSIGNMENT, AND SECURITY AGREEMENT (including this "Pledge Agreement") is executed as of ____________, 2000, by XXXXXX COMMUNICATIONS CORPORATION, an Oklahoma corporation ("Debtor"), whose address is _________________________, and BANK OF AMERICA, N.A., a national banking association, (in its successor by merger, SYGNET WIRELESS, INC.) This certificate is delivered capacity as "Administrative Agent" for the holders of the Obligation under the Credit Agreement, dated as of December 23, 1998 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"Agreement defined below), among Borroweras "Secured Party," whose address is 000 Xxxx Xxxxxx, Administrative AgentXxxxx 0000, Xxxxxx Commercial Paper Inc. and PNC BankXxxxxx, National Association, as Co-Syndication Agents, Toronto Dominion (Texas), Inc. and First Union National Bank, as Co-Documentation Agents, and Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Credit AgreementXxxxx 00000.