{"id":41249,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-purchase-agreement-mci-worldcom-inc-bank-one-na.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-purchase-agreement-mci-worldcom-inc-bank-one-na","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-purchase-agreement-mci-worldcom-inc-bank-one-na.html","title":{"rendered":"Receivables Purchase Agreement &#8211; MCI WorldCom Inc., Bank One NA, WestDeutsche Landesbank Girozentrale, Bayerische Landesbank, Bank of Nova Scotia and Citicorp North America Inc., and JPMorgan Chase Bank"},"content":{"rendered":"<pre>                           THIRD AMENDED AND RESTATED\n                         RECEIVABLES PURCHASE AGREEMENT\n\n                            Dated as of May 23, 2002\n\n                                      Among\n\n                      MCI WORLDCOM RECEIVABLES CORPORATION,\n                                   as Seller,\n\n                                       and\n\n                                 WORLDCOM, INC.,\n                                  as Servicer,\n\n                                       and\n\n                      CORPORATE ASSET FUNDING COMPANY, INC.\n                               CHARTA CORPORATION,\n                          DELAWARE FUNDING CORPORATION,\n                    FALCON ASSET SECURITIZATION CORPORATION,\n                       JUPITER SECURITIZATION CORPORATION,\n                              PARADIGM FUNDING LLC,\n                     GIRO BALANCED FUNDING CORPORATION, and\n                       LIBERTY STREET FUNDING CORPORATION\n                                  as Purchasers\n\n                                       and\n\n                       BANK ONE, NA (Main Office Chicago)\n          as Managing Agent for Falcon Asset Securitization Corporation\n                     and Jupiter Securitization Corporation\n\n                                       and\n\n             WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,\n                 as Managing Agent for the Paradigm Funding LLC\n\n                                       and\n\n                     BAYERISCHE LANDESBANK, NEW YORK BRANCH,\n             as Managing Agent for Giro Balanced Funding Corporation\n\n                                       and\n\n                            THE BANK OF NOVA SCOTIA,\n            as Managing Agent for Liberty Street Funding Corporation\n\n                                       and\n\n                          CITICORP NORTH AMERICA, INC.,\n                      as Managing Agent for Corporate Asset\n       Funding Company, Inc. and Charta Corporation and as Co-Lead Manager\n\n                                       and\n\n                              JPMORGAN CHASE BANK,\n     as Managing Agent for Delaware Funding Corporation, as Co-Lead Manager\n                           and as Administrative Agent\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n\n\n                              ARTICLE I DEFINITIONS\n\n      SECTION 1.01 CERTAIN DEFINED TERMS.....................................3\n\n      SECTION 1.02 OTHER TERMS..............................................33\n\n      SECTION 1.03 COMPUTATION OF TIME PERIODS..............................33\n\n                   ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES\n\n      SECTION 2.01 FACILITY.................................................33\n\n      SECTION 2.02 MAKING PURCHASES.........................................34\n\n      SECTION 2.03 TERMINATION OR REDUCTION OF THE PURCHASE LIMITS..........35\n\n      SECTION 2.04 RECEIVABLE INTEREST......................................36\n\n      SECTION 2.05 NON-LIQUIDATION SETTLEMENT PROCEDURES....................36\n\n      SECTION 2.06 LIQUIDATION SETTLEMENT PROCEDURES........................41\n\n      SECTION 2.07 GENERAL SETTLEMENT PROCEDURES............................42\n\n      SECTION 2.08 PAYMENTS AND COMPUTATIONS, ETC...........................43\n\n      SECTION 2.09 FEES.....................................................44\n\n      SECTION 2.10 INCREASED COSTS..........................................44\n\n      SECTION 2.11 INCREASED CAPITAL........................................45\n\n      SECTION 2.12 TAXES....................................................46\n\n      SECTION 2.13 SHARING OF PAYMENTS, ETC.................................48\n\n      SECTION 2.14 SUBSTITUTION OF PURCHASERS...............................48\n\n\n                        ARTICLE III CONDITIONS PRECEDENT\n\n      SECTION 3.01 CONDITIONS PRECEDENT TO EFFECTIVENESS....................49\n\n      SECTION 3.02 CONDITIONS PRECEDENT TO ALL PURCHASES AND\n                       REINVESTMENTS........................................52\n\n\n                     ARTICLE IV REPRESENTATIONS AND WARRANTIES\n\n      SECTION 4.01 REPRESENTATIONS AND WARRANTIES OF THE SELLER.............53\n\n      SECTION 4.02 REPRESENTATIONS AND WARRANTIES OF THE SERVICER...........57\n\n\n             ARTICLE V GENERAL COVENANTS OF THE SELLER AND THE SERVICER\n\n      SECTION 5.01 AFFIRMATIVE COVENANTS OF THE SELLER......................58\n\n      SECTION 5.02 REPORTING REQUIREMENTS OF THE SELLER.....................62\n\n      SECTION 5.03 NEGATIVE COVENANTS OF THE SELLER.........................63\n\n      SECTION 5.04 AFFIRMATIVE COVENANTS OF THE SERVICER....................66\n\n      SECTION 5.05 NEGATIVE COVENANTS OF THE SERVICER.......................67\n\n\n                      ARTICLE VI ADMINISTRATION AND COLLECTION\n\n      SECTION 6.01 DESIGNATION OF SERVICER..................................68\n\n      SECTION 6.02 DUTIES OF SERVICER.......................................69\n\n      SECTION 6.03 RIGHTS OF THE ADMINISTRATIVE AGENT.......................70\n\n      SECTION 6.04 RESPONSIBILITIES OF EACH ORIGINATOR AND THE SELLER.......71\n\n      SECTION 6.05 FURTHER ACTIONS EVIDENCING PURCHASES.....................72\n\n      SECTION 6.06 THE CONCENTRATION ACCOUNT AND THE DEPOSIT ACCOUNT........72\n\n\n                                        i\n\n\n                        ARTICLE VII EVENTS OF TERMINATION\n\n      SECTION 7.01 EVENTS OF TERMINATION....................................73\n\n\n           ARTICLE VIII THE MANAGING AGENTS AND THE ADMINISTRATIVE AGENT\n\n      SECTION 8.01 AUTHORIZATION AND ACTION.................................77\n\n      SECTION 8.02 ADMINISTRATIVE AGENT'S AND MANAGING AGENT'S\n                       RELIANCE, ETC........................................77\n\n      SECTION 8.03 ADMINISTRATIVE AGENT AND MANAGING AGENTS.................78\n\n      SECTION 8.04 PURCHASERS' PURCHASE DECISIONS...........................78\n\n      SECTION 8.05 INDEMNIFICATION..........................................79\n\n      SECTION 8.06 SUCCESSOR ADMINISTRATIVE AGENT...........................79\n\n      SECTION 8.07 CO-LEAD MANAGERS.........................................80\n\n\n                   ARTICLE IX ASSIGNMENT OF RECEIVABLE INTERESTS\n\n      SECTION 9.01 ASSIGNMENT...............................................80\n\n      SECTION 9.02 ASSIGNMENT OF RIGHTS AND OBLIGATIONS.....................82\n\n      SECTION 9.03 ANNOTATION OF CERTIFICATE................................83\n\n\n                            ARTICLE X INDEMNIFICATION\n\n      SECTION 10.01 INDEMNITIES.............................................83\n\n\n                      ARTICLE XI GRANT OF SECURITY INTEREST\n\n      SECTION 11.01 GRANT OF SECURITY INTEREST..............................86\n\n      SECTION 11.02 SECURITY FOR SECURED OBLIGATIONS........................86\n\n      SECTION 11.03 FURTHER ASSURANCES......................................86\n\n      SECTION 11.04 ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT.........87\n\n      SECTION 11.05 ADMINISTRATIVE AGENT MAY PERFORM........................87\n\n      SECTION 11.06 THE ADMINISTRATIVE AGENT'S DUTIES.......................87\n\n      SECTION 11.07 REMEDIES................................................87\n\n\n                            ARTICLE XII MISCELLANEOUS\n\n      SECTION 12.01 AMENDMENTS, ETC.........................................88\n\n      SECTION 12.02 NOTICES, ETC............................................89\n\n      SECTION 12.03 BINDING EFFECT; ASSIGNABILITY...........................90\n\n      SECTION 12.04 COSTS AND EXPENSES......................................90\n\n      SECTION 12.05 NON-BUSINESS DAYS.......................................91\n\n      SECTION 12.06 NO PROCEEDINGS..........................................91\n\n      SECTION 12.07 OBLIGATIONS OF THE PURCHASERS; NO RECOURSE..............91\n\n      SECTION 12.08 CONFIDENTIALITY.........................................92\n\n      SECTION 12.09 GOVERNING LAW...........................................92\n\n      SECTION 12.10 CONSENT TO JURISDICTION, ETC............................92\n\n      SECTION 12.11 EXECUTION IN COUNTERPARTS...............................93\n\n      SECTION 12.12 INTENT OF THE PARTIES...................................93\n\n      SECTION 12.13 ENTIRE AGREEMENT........................................93\n\n      SECTION 12.14 SEVERABILITY OF PROVISIONS..............................93\n\n      SECTION 12.15 AMENDMENT, RESTATEMENT AND CONSENT......................94\n\n      SECTION 12.16 WAIVER OF JURY TRIAL....................................94\n\n\n                                       ii\n\n\n                                    EXHIBITS\n\nEXHIBIT A         Form of Assignment\n\nEXHIBIT B         Form of Assignment and Acceptance\n\nEXHIBIT C         Form of Certificate\n\nEXHIBIT D         Form of Monthly Report\n\nEXHIBIT E         Form of Collection Notice\n\nEXHIBIT F         Form of Receivables Contribution and Sale Agreement\n\nEXHIBIT G         Form of Consent and Agreement\n\nEXHIBIT H-1A      Form of Opinion of Hall, Estill, Hardwick, Gable, Golden &amp; Nelson, P.C., Counsel to the Seller and the Originators\n                  (\"true sale\" and non-substantive consolidation opinions)\n\nEXHIBIT H-1B      Form of Opinion of Hall, Estill, Hardwick, Gable, Golden &amp; Nelson, P.C., Counsel to the Seller and the Originators\n\nEXHIBIT H-2       Form of Opinion of Michele C. Kloeppel, Assistant Corporate\n                  General Counsel of WORLDCOM\n\nEXHIBIT H-3       Form of Opinion of Thacher Proffitt &amp; Wood, New York\n                  counsel to the Seller, WORLDCOM and the Originators\n\nEXHIBIT H-4       Form of Opinion of Michael H. Salsbury, General Counsel of\n                  WORLDCOM\n\nEXHIBIT H-5       Form of Opinion of Morris, Nichols, Arsht &amp; Tunnell,\n                  Delaware counsel to the Seller and the Originators\n\nEXHIBIT I         Form of Parent Undertaking\n\nEXHIBIT J         Form of Compliance Certificate\n\nEXHIBIT K         Form of Demand Note\n\nEXHIBIT L         Form of Daily Report\n\nEXHIBIT M         Form of Weekly Report\n\n\n                                       iii\n\n\n                                    SCHEDULES\n\nSCHEDULE I        Lock-Box Banks and Lock-Box Accounts\n\nSCHEDULE II       Credit and Collection Policy\n\nSCHEDULE III      Location of the Seller's Principal Place of Business, Chief\n                  Executive Office and Office Where Records are Kept\n\nSCHEDULE IV       Forms of Contracts\n\nSCHEDULE V        WORLDCOM Press Releases and Other Information since\n                  March 31, 2002\n\n\n                                       iv\n\n\n                           THIRD AMENDED AND RESTATED\n                         RECEIVABLES PURCHASE AGREEMENT\n\n            This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this\n\"AGREEMENT\") dated as of May 23, 2002, amends and restates that certain Second\nAmended and Restated Receivables Purchase Agreement dated as of October 24,\n2001, as amended by Amendment No. 1 thereto dated as of March 26, 2002 (such\nAmendment No. 1 being the \"AMENDMENT\") and the May 9, 2002 Letter Waiver and\nAmendment (as defined in Section 1.01 hereof) (such Agreement as so amended\nbeing the \"SECOND A&amp;R AGREEMENT\"), which amended and restated that certain\nAmended and Restated Receivables Purchase Agreement dated as of December 14,\n1999 (the \"A&amp;R AGREEMENT\"), which amended and restated that certain Receivables\nPurchase Agreement, dated as of August 20, 1999 (the \"ORIGINAL AGREEMENT\"), and\nis among:\n\n            (i) MCI WORLDCOM RECEIVABLES CORPORATION, a Delaware corporation\n      (the \"SELLER\"),\n\n            (ii) WORLDCOM, INC., a Georgia corporation (\"WORLDCOM\"), as Servicer\n      (as hereinafter defined),\n\n            (iii) CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation\n      (\"CAFCO\"),\n\n            (iv) CHARTA CORPORATION, a Delaware corporation (\"CHARTA\" and,\n      together with CAFCO, the \"CNAI CONDUITS\"),\n\n            (v) DELAWARE FUNDING CORPORATION, a Delaware corporation (\"DELAWARE\n      Funding \"),\n\n            (vi) FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation\n      (\"FASC\"),\n\n            (vii) JUPITER SECURITIZATION CORPORATION, a Delaware corporation\n      (\"JSC\" and, together with FASC, the \"BANK ONE CONDUITS\"),\n\n            (viii) PARADIGM FUNDING LLC, a Delaware limited liability company\n      (\"PARADIGM\"),\n\n            (ix) GIRO BALANCED FUNDING CORPORATION, a Delaware corporation\n      (\"GBFC\"),\n\n\n            (x) LIBERTY STREET FUNDING CORPORATION, a Delaware corporation\n      (\"LIBERTY\"),\n\n            (xi) BANK ONE, NA (Main Office Chicago), a national banking\n      association (\"BANK ONE\"), as managing agent (the \"BANK ONE CONDUITS\n      MANAGING Agent\") for FASC and JSC and the Bank One Conduits' respective\n      successive Assignees (as defined below),\n\n            (xii) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, a\n      German bank organized under the laws of the State of North Rhine\n      Westphalia, acting by and through its New York Branch (\"WEST LB\"), as\n      managing agent (the \"PARADIGM MANAGING AGENT\") for Paradigm and Paradigm's\n      successive Assignees (as defined below),\n\n            (xiii) BAYERISCHE LANDESBANK, NEW YORK BRANCH, a German bank\n      organized under the laws of the State of Bavaria, acting by and through\n      its New York Branch (\"BLBNY\"), as managing agent (the \"GBFC MANAGING\n      AGENT\") for GBFC and GBFC's successive Assignees (as defined below),\n\n            (xiv) THE BANK OF NOVA SCOTIA, a Canadian chartered commercial bank,\n      acting by and through its New York Agency (\"NOVA SCOTIA\"), as managing\n      agent (the \"LIBERTY MANAGING AGENT\") for Liberty and Liberty's successive\n      Assignees (as defined below),\n\n            (xv) CITICORP NORTH AMERICA, INC., a Delaware corporation (\"CNAI\"),\n      as managing agent (the \" CNAI CONDUITS MANAGING AGENT\") for CAFCO and\n      CHARTA and the CNAI Conduits' respective successive Assignees (as defined\n      below), and as Co-Lead Manager hereunder, and\n\n            (xvi) JPMORGAN CHASE BANK, a New York banking corporation\n      (\"JPMORGAN\"), as managing agent (the \"DELAWARE FUNDING MANAGING AGENT\")\n      for Delaware Funding and Delaware Funding's successive Assignees (as\n      defined below), as Co-Lead Manager, and as the administrative agent\n      (together with any successor administrative agent appointed pursuant to\n      SECTION 8.06, the \"ADMINISTRATIVE AGENT\") for itself and the other\n      Managing Agents (as defined below), the Purchasers (as defined below), and\n      the other Owners (as defined below).\n\n                           PRELIMINARY STATEMENTS:\n\n            (1) Certain terms which are capitalized and used throughout this\n      Agreement (in addition to those defined above) are defined in ARTICLE I of\n      this Agreement.\n\n            (2) The Seller has purchased or otherwise acquired from CMC,\n      Partners and each of the Originators, and will continue to purchase from\n      time to time from each of the Originators, Pool Receivables in which the\n      Seller has sold, and intends to continue selling, interests referred to\n      herein as Receivable Interests.\n\n            (3) Each of CAFCO, CHARTA, FASC, JSC, GBFC, Delaware Funding,\n      Paradigm and Liberty (collectively, the \"PURCHASERS\", and each a\n      \"PURCHASER\") desires to continue to purchase Receivable Interests from the\n      Seller.\n\n            (4) In consideration of the reinvestment in Pool Receivables of\n      daily Collections (other than with regard to accrued Yield, the Servicer\n      Fee and other amounts accrued or payable by the Seller hereunder)\n      attributable to a Receivable Interest, the Seller has sold and intends to\n      continue to sell to each Owner of such Receivable Interests\n\n\n                                        2\n\n\n      additional interests in the Pool Receivables as part of such Receivable\n      Interests until such reinvestment is terminated.\n\n            (5) WORLDCOM has been requested and is willing to act as Servicer\n      pursuant to the terms hereof.\n\n            (6) JPMorgan has been requested and is willing to act as\n      Administrative Agent pursuant to the terms hereof.\n\n            NOW, THEREFORE, in consideration of the premises, the parties hereto\nagree as follows:\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n            SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement, the\nfollowing terms shall have the following meanings (such meanings to be equally\napplicable to both the singular and plural forms of the terms defined):\n\n            \"ADJUSTED LIBO RATE\" means, for any Settlement Period for any\nReceivable Interest, an interest rate per annum equal to the rate per annum\nobtained by dividing (i) the rate per annum (rounded upwards, if necessary, to\nthe nearest 1\/100 of 1%) appearing on Dow Jones Market Service Page 3750 (or any\nsuccessor page) as the London interbank offered rate for deposits in U.S.\ndollars at approximately 11:00 a.m. (London time) two Business Days before the\nfirst day of such Settlement Period for a term comparable to such Settlement\nPeriod (PROVIDED that if for any reason such rate is not available, the term\n\"Adjusted LIBO Rate\" shall mean, for any Settlement Period for any Receivable\nInterest, the rate per annum (rounded upwards, if necessary, to the nearest\n1\/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank\noffered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London\ntime) two Business Days prior to the first day of such Settlement Period for a\nterm comparable to such Settlement Period; PROVIDED, HOWEVER, that if more than\none rate is specified on Reuters Screen LIBO Page, the applicable rate shall be\nthe arithmetic mean of all such rates (rounded upwards, if necessary, to the\nnearest 1\/100 of 1%)) by (ii) a percentage equal to 100% minus the Eurodollar\nReserve Percentage (as defined below) for such Settlement Period. The\n\"EURODOLLAR RESERVE Percentage\" for any Settlement Period means the reserve\npercentage applicable during such Settlement Period under regulations issued\nfrom time to time by the Board of Governors of the Federal Reserve System (or,\nif more than one such percentage shall be so applicable, the daily average of\nsuch percentages for those days in such Settlement Period during which any such\npercentage shall be so applicable) for determining the maximum reserve\nrequirement (including, but not limited to, any emergency, supplemental or other\nmarginal reserve requirement) for a member bank of the Federal Reserve System in\nrespect of liabilities or assets consisting of or including eurocurrency\nliabilities (as that term is defined in Regulation D of the Board of Governors\nof the Federal Reserve System as in effect from time to time) having a term\nequal to such Settlement Period.\n\n\n                                        3\n\n\n            \"ADVERSE CLAIM\" means a lien, security interest or other charge or\nencumbrance, or other type of preferential arrangement.\n\n            \"AFFILIATE\" (i) as to any Person (including any party hereto), means\nany other Person that (x) directly or indirectly, is in control of, is\ncontrolled by or is under common control with such Person or (y) is a director\nor officer of such Person or of any other Person that, directly or indirectly,\nis in control of, is controlled by or is under common control with such Person,\nand (ii) in the case of (A) any Purchaser, means its Managing Agent, any other\nPurchaser for which such Managing Agent acts as managing agent hereunder and any\nother Person who has a relationship to such Managing Agent comparable to that of\nsuch Purchaser's relationship to such Managing Agent as of (i) the First Closing\nDate in the case of JSC or Delaware Funding, (ii) the Second Closing Date in the\ncase of Paradigm, GBFC or Liberty or (iii) the New Closing Date in the case of\nCHARTA, CAFCO or FASC, and (B) any Managing Agent, means each Purchaser for\nwhich such Managing Agent acts as managing agent hereunder.\n\n            \"AFFILIATED OBLIGOR\" means any Obligor which is an Affiliate of\nanother Obligor.\n\n            \"ALTERNATE BASE RATE\" means a fluctuating interest rate per annum as\nshall be in effect from time to time, which rate per annum shall at all times be\nequal to the highest of:\n\n            (a) the rate of interest announced publicly by the Administrative\n       Agent in New York, New York, from time to time as the Administrative\n       Agent's base rate;\n\n            (b) the sum (adjusted to the nearest 1\/4 of 1% or, if there is no\n       nearest 1\/4 of 1%, to the next higher 1\/4 of 1%) of (i) 1\/2 of 1% per\n       annum, plus (ii) the rate obtained by dividing (A) the latest three-week\n       moving average of secondary market morning offering rates in the United\n       States for three-month certificates of deposit of major United States\n       money market banks, such three-week moving average (adjusted to the basis\n       of a year of 360 days) being determined weekly on each Monday (or, if\n       such day is not a Business Day, on the next succeeding Business Day) for\n       the three-week period ending on the previous Friday by the Administrative\n       Agent on the basis of such rates reported by certificate of deposit\n       dealers to and published by the Federal Reserve Bank of New York or, if\n       such publication shall be suspended or terminated, on the basis of\n       quotations for such rates received by the Administrative Agent from three\n       New York certificate of deposit dealers of recognized standing selected\n       by the Administrative Agent, by (B) a percentage equal to 100% minus the\n       average of the daily percentages specified during such three-week period\n       by the Board of Governors of the Federal Reserve System (or any\n       successor) for determining the maximum reserve requirement (including,\n       but not limited to, any emergency, supplemental or other marginal reserve\n       requirement) for the Administrative Agent with respect to liabilities\n       consisting of or including (among other liabilities) three-month U.S.\n       dollar non-personal time deposits in the United States, plus (iii) the\n       average during such three-week period of the annual assessment rates\n       estimated by the Administrative Agent for determining the then current\n       annual assessment payable by the Administrative Agent to the Federal\n       Deposit Insurance Corporation (or any successor) for insuring U.S. dollar\n       deposits of the Administrative Agent in the United States, and\n\n\n                                        4\n\n\n            (c) 1\/2 of 1% per annum above the Federal Funds Rate.\n\n            \"AMENDMENT CLOSING DATE\" means March 26, 2002.\n\n            \"APPLICABLE MARGIN\" means, for any day, a percentage per annum equal\nto 2.50% per annum until the effectiveness of the New WORLDCOM Credit Agreement,\nand on and after the effectiveness of the New WORLDCOM Credit Agreement, 0.25 of\n1% per annum above that all-in, fully drawn, cost (including applicable margin,\nutilization fees and facility fees) which WORLDCOM would pay for \"Eurodollar\nRate Borrowings\" (or the equivalent term) under and as defined in the New\nWORLDCOM Credit Agreement on such day above, and in addition to, the \"Adjusted\nEurodollar Rate\" (or the equivalent term) under and as defined in the New\nWORLDCOM Credit Agreement.\n\n            \"APPROVED ORIGINATOR\" means Communications, Network, Telecom, UUNET\nand any other Originator approved in writing by all of the Managing Agents.\n\n            \"ASSIGNEE\" (i) in the case of CAFCO or CHARTA, means CNAI, or CAFCO\nor CHARTA or any of their respective Affiliates, (ii) in the case of FASC or\nJSC, means Bank One, FASC, JSC or any of their respective Affiliates, (iii) in\nthe case of GBFC, means BLBNY, GBFC or any of their respective Affiliates, (iv)\nin the case of Delaware Funding, means JPMorgan or Delaware Funding or any of\ntheir respective Affiliates, (v) in the case of Paradigm, means West LB or\nParadigm or any of their respective Affiliates, (vi) in the case of Liberty,\nmeans Nova Scotia, Liberty or any of their respective Affiliates, (vii) in the\ncase of any Purchaser other than CAFCO, CHARTA, FASC, JSC, GBFC, Delaware\nFunding, Paradigm or Liberty, means any of such Purchaser's Affiliates or (viii)\nin the case of any Purchaser or Assignee, means any other Person as the assignee\nof such Purchaser's or Assignee's Receivable Interest pursuant to SECTION 9.01\nor the assignee of such Purchaser's or Assignee's rights and obligations under\nthis Agreement pursuant to SECTION 9.02.\n\n            \"ASSIGNEE RATE\" means, for any Settlement Period for any Receivable\nInterest, an interest rate per annum equal, at the Seller's election upon notice\nto the Administrative Agent at least three Business Days (in the case of the\nrate referred to in clause (a) below) or one Business Day (in the case of the\nrate referred to in clause (b) below) before the first day of such Settlement\nPeriod, to either (a) the Applicable Margin in effect from time to time PLUS the\nAdjusted LIBO Rate for such Settlement Period or (b) the Alternate Base Rate in\neffect from time to time (or if no such notice is given selecting the rate\nreferred to in clause (a) above or the rate referred to in clause (b) above for\nany Settlement Period, the Seller will be deemed to have selected the rate\nreferred to in clause (b) above for such Settlement Period); PROVIDED, HOWEVER,\nthat:\n\n            (i) in the case of any such Settlement Period of one to and\n      including 29 days, the \"Assignee Rate\" for such Settlement Period for such\n      Receivable Interest shall be an interest rate per annum equal to the\n      Alternate Base Rate in effect from time to time during such Settlement\n      Period; and\n\n            (ii) if either (A) the introduction of or any change in or in the\n      interpretation of any law or regulation shall make it unlawful, or any\n      central bank or other governmental authority asserts that it is unlawful,\n      for any Owner of such Receivable Interest to obtain\n\n\n                                        5\n\n\n      funds in the London interbank market during such Settlement Period, or (B)\n      the Adjusted LIBO Rate will not adequately reflect the cost to such Owner\n      (or if Participants own interests in such Receivable Interest, the\n      Participants owning 51% in aggregate amount of the interests in such\n      Receivable Interest) of making a Purchase of or maintaining such\n      Receivable Interest during such Settlement Period, then the \"Assignee\n      Rate\" for such Settlement Period for such Receivable Interest shall be an\n      interest rate per annum equal to the Alternate Base Rate in effect from\n      time to time.\n\n            \"ASSIGNMENT\" means an assignment, in substantially the form of\nExhibit A hereto, by which a Receivable Interest may be assigned pursuant to\nSECTION 9.01.\n\n            \"ASSIGNMENT AND ACCEPTANCE\" means an assignment and acceptance, in\nsubstantially the form of Exhibit B hereto, entered into by a Purchaser and an\nAssignee pursuant to SECTION 9.02.\n\n            \"AUTHORIZATIONS\" means all filings, recordings, and registrations\nwith, and all validations or exemptions, approvals, orders, authorizations,\nconsents, franchises, licenses, certificates and permits from any Governmental\nAuthority.\n\n            \"BILLED RECEIVABLE\" means any Receivable that is not an Unbilled\nReceivable.\n\n            \"BILLED POOL RECEIVABLE\" means any Pool Receivable that is at the\ntime of determination a Billed Receivable.\n\n            \"BUSINESS DAY\" means any day (other than a Saturday or Sunday) on\nwhich (i) banks are not authorized or required to close in New York, New York,\n(ii) for purposes of SECTIONS 2.05, 2.06 and 2.07, WORLDCOM is open for any\nbusiness, and (iii) if the term \"Business Day\" is used in connection with the\nAdjusted LIBO Rate, dealings in United States dollars are carried on in the\nLondon interbank market.\n\n            \"CAPITAL\" means, in respect of any Receivable Interest, the original\namount paid to the Seller for such Receivable Interest at the time of its\nacquisition by a Purchaser pursuant to SECTIONS 2.01 and 2.02, reduced from time\nto time by Collections received and distributed on account of such Capital\npursuant to SECTION 2.05 or 2.06; PROVIDED, HOWEVER, that if such Capital of\nsuch Receivable Interest shall have been reduced by any distribution of any\nportion of Collections and thereafter such distribution is rescinded or must\notherwise be returned for any reason, such Capital of such Receivable Interest\nshall be increased by the amount of such distribution, all as though such\ndistribution had not been made.\n\n            \"CERTIFICATE\" means a certificate of assignment by the Seller\ndelivered to the Administrative Agent on behalf of any Owner, in substantially\nthe form of Exhibit C hereto, evidencing each Receivable Interest of such Owner.\n\n            \"CLAIM\" means, in respect of any Obligor, any claim or other right\nthat shall have been evidenced in a written document between such Obligor and\nthe Seller or any Originator, or otherwise asserted in a written notice by such\nObligor against the Seller or any Originator, in each case for payment of any\namount or amounts for any reason whatsoever.\n\n\n                                        6\n\n\n            \"CMC\" means MCI WORLDCOM Capital Management Corporation, a Delaware\ncorporation.\n\n            \"CODE\" means the Internal Revenue Code of 1986, as amended from time\nto time.\n\n            \"COLLECTION DELAY FACTOR\" means 1.25 or such other number as the\nAdministrative Agent (with the consent or at the request of all the Managing\nAgents) may select upon three Business Days' notice to the Seller.\n\n            \"COLLECTION NOTICE\" means a letter agreement, in substantially the\nform of Exhibit E hereto and in respect of a Lock-Box Account, among the owner\nof such Lock-Box Account, the applicable Lock-Box Bank and the Administrative\nAgent.\n\n            \"COLLECTIONS\" means, with respect to any Pool Receivable, all cash\ncollections and other cash proceeds of such Pool Receivable, including, without\nlimitation, (i) all cash proceeds of the Related Security with respect to such\nPool Receivable and (ii) any Collections of such Pool Receivable deemed to have\nbeen received, and actually paid, pursuant to SECTION 2.07.\n\n            \"COMMERCIAL CONTRACT\" means an agreement between any Originator and\nan Obligor, in substantially the form of one of the forms of written contract\nset forth in Schedule IV hereto or otherwise approved by the Administrative\nAgent (with the consent or at the request of the Majority Managing Agents) or,\nin the case of any open account agreement, as evidenced by one of the forms of\ninvoices set forth in Schedule IV hereto or otherwise approved by the\nAdministrative Agent (with the consent or at the request of the Majority\nManaging Agents), pursuant to or under which such Obligor shall be obligated to\npay for telecommunication goods or services from time to time.\n\n            \"COMMERCIAL RECEIVABLES\" means Receivables originated by UUNET,\nCommunications or Network.\n\n            \"COMMUNICATIONS\" means MCI WORLDCOM Communications, Inc., a\nDelaware corporation.\n\n            \"CONCENTRATION ACCOUNT\" means the deposit account of the Seller\n(account number 1233103063, ABA Routing number 121000358) maintained with the\nConcentration Bank at its office at 1850 Gateway Boulevard, Concord, California\n94520.\n\n            \"CONCENTRATION BANK\" means Bank of America, N.A.\n\n            \"CONCENTRATION LIMIT PERCENTAGE\" means (a) for any Obligor that has\na short-term debt rating from S&amp;P of \"A-1+\" (or its equivalent), 9% (b) for any\nObligor that has a short-term debt rating from S&amp;P of at least \"A-1\" and from\nMoody's of at least \"P-1\" (or its equivalent), 7%, (c) for any Obligor that has\na short-term debt rating from S&amp;P of at least \"A-2\" and from Moody's of at least\n\"P-2\" (or its equivalent), 5%, and (d) for all other Obligors, 3.5%; PROVIDED,\nHOWEVER, that in the case of an Obligor with any Affiliated Obligor, the\nConcentration Limit Percentage shall be calculated as if such Obligor and such\nAffiliated Obligor are one Obligor.\n\n\n                                        7\n\n\n            \"CONSENT AND AGREEMENT\" means an amended and restated consent and\nagreement, in substantially the form of Exhibit G hereto, with respect to the\nReceivables Contribution and Sale Agreement, duly executed by the Seller and\neach Originator.\n\n            \"CONSUMER RECEIVABLES\" means Receivables originated by Telecom.\n\n            \"CONTRACT\" means either a Commercial Contract or a Tariff.\n\n            \"CREDIT AND COLLECTION POLICY\" means those credit and collection\npolicies and practices in effect on the New Closing Date relating to Contracts\nand Receivables and described in Schedule II hereto, as modified from time to\ntime in compliance with SECTION 5.03(C).\n\n            \"CURE AMOUNT\" means, in respect of any Receivable Interest on any\nBusiness Day, the lesser of (i) the amount of Owner Collections attributable to\nsuch Receivable Interest and received or otherwise held in the Concentration\nAccount on such Business Day and (ii) that amount, if any, which would be\nrequired to reduce Capital of such Receivable Interest on such Business Day so\nthat, together with similar reductions of Capital of all other Receivable\nInterests and of Capital of \"Receivable Interests\" under the Parallel Purchase\nCommitment, the aggregate undivided percentage interest of all Receivable\nInterests and all \"Receivable Interests\" under the Parallel Purchase Commitment\nwould not, after giving effect to the Collections of Pool Receivables and the\naddition of new Pool Receivables on the immediately preceding Business Day and\nthe resulting recomputation of such Receivable Interests pursuant to SECTION\n2.04 and of all \"Receivable Interests\" under the Parallel Purchase Commitment\nunder, and pursuant to SECTION 2.04 of the Parallel Purchase Commitment as of\nthe end of the immediately preceding Business Day, exceed the Receivable\nInterest Percent then in effect.\n\n            \"CURE DEPOSITED AMOUNTS\" means, as of any day, those amounts, if\nany, that shall have been transferred to, and held on such day in, the Deposit\nAccount pursuant to SECTION 2.05(A)(II) or pursuant to the PROVISO to the first\nsentence of SECTION 2.05(B).\n\n            \"DAILY REPORT\" means a report, in substantially the form of Exhibit\nL hereto, furnished by the Servicer to each Managing Agent and the\nAdministrative Agent pursuant to SECTION 2.07(C).\n\n            \"DAILY REPORTING PERIOD\" means any period during which WORLDCOM's\nlong-term public senior unsecured and unguaranteed debt securities shall be\nrated BB or lower by S&amp;P or Ba2 or lower by Moody's or shall not be rated by S&amp;P\nor by Moody's.\n\n            \"DEBT\" means (i) indebtedness for borrowed money, (ii) obligations\nevidenced by bonds, debentures, notes or other similar instruments, (iii)\nobligations to pay the deferred purchase price of property or services, (iv)\nobligations as lessee under leases which shall have been or should be, in\naccordance with GAAP, recorded as capital leases, and (v) obligations under\ndirect or indirect guaranties in respect of, and obligations (contingent or\notherwise) to purchase or otherwise acquire, or otherwise to assure a creditor\nagainst loss in respect of, indebtedness or obligations of others of the kinds\nreferred to in clauses (i) through (iv) above.\n\n            \"DEEMED LOSS RATIO\" means the ratio (expressed as a percentage)\ncomputed as of the last day of each calendar month by dividing (i) the sum of\n(a) the aggregate Outstanding\n\n\n                                        8\n\n\nBalance of all Billed Pool Receivables which remain unpaid as of such day for at\nleast 121 days but not more than 150 days from their original respective due\ndates for such payment, plus (b) the aggregate Outstanding Balance of all Billed\nPool Receivables which were less than 151 days past their original respective\ndue dates for such payment and were written off (or should have been written off\nin accordance with the Credit and Collection Policy) the Seller's or any\nOriginator's books as uncollectible, by (ii) the aggregate Sales with respect to\nthe fifth calendar month immediately preceding such calendar month.\n\n            \"DEFAULT RATE\" means 2% per annum above the Alternate Base Rate in\neffect from time to time.\n\n            \"DEFAULT RATIO\" means the ratio (expressed as a percentage) computed\nas of the last day of each calendar month, by dividing (i) the aggregate\nOutstanding Balance of all Billed Pool Receivables that were Defaulted\nReceivables on such day or would have been Defaulted Receivables on such day had\nthey not been written off the books of the Seller or any Originator during such\nmonth by (ii) the aggregate Outstanding Balance of all Billed Pool Receivables\non such day.\n\n            \"DEFAULTED RECEIVABLE\" means a Billed Receivable:\n\n            (i) as to which any payment, or part thereof (A) with respect to\n      Commercial Receivables, remains unpaid for 121 days or more from the\n      original due date for such payment or (B) with respect to Consumer\n      Receivables, remains unpaid for 31 days or more from the original due date\n      for such payment;\n\n            (ii) as to which the Obligor thereof or any other Person obligated\n      thereon or owning any Related Security in respect thereof has taken any\n      action, or suffered any event to occur, of the type described in SECTION\n      7.01(G);\n\n            (iii) which, consistent with the Credit and Collection Policy,\n      should be written off the Seller's or any Originator's books as\n      uncollectible; or\n\n            (iv) which has been restructured or otherwise renewed or refinanced\n      due to the financial inability of the Obligor thereof to pay such\n      Receivable, including, but not limited to, any Receivable the maturity of\n      which shall have been extended, or the Outstanding Balance of which shall\n      have been adjusted, pursuant to the final sentence of SECTION 6.02(B).\n\n            \"DEMAND NOTE\" means a demand promissory note, in substantially the\nform of Exhibit K hereto, payable by WORLDCOM to the order of the Seller or any\nother holder thereof.\n\n            \"DEPOSIT ACCOUNT\" means the deposit account of the Administrative\nAgent, with reference to 160289.46 MCI WorldCom Rec. Corp. DEPOSIT A\/C\/ FBO\nAdmin Agent (ABA Routing number 021000021, account number 507-95-3622, and\naccount name DFC Funding Account), maintained with JPMorgan at its office at 450\nWest 33rd Street, New York, New York 10001.\n\n\n                                        9\n\n\n            \"DESIGNATED OBLIGOR\" means, at any time, each Obligor except any\nExcluded Obligor; PROVIDED, HOWEVER, that any Obligor shall cease to be a\nDesignated Obligor upon three Business Days' notice by the Administrative Agent\n(with the consent or at the request of the Majority Managing Agents) to the\nSeller, it being understood and agreed that the Administrative Agent shall give\nsuch notice as to any Obligor based upon events and circumstances either\nrelating to the credit-worthiness of such Obligor or relating to the legality of\nthe inclusion of the Receivables owing by such Obligor in the Receivables Pool;\nand PROVIDED FURTHER, HOWEVER, that such Obligor shall continue to be a\nDesignated Obligor for purposes of all Pool Receivables existing, and in which\ninterests have been created hereunder, prior to the effectiveness of such\nnotice.\n\n            \"DILUTION HORIZON\" means, as of any date, a ratio (expressed as a\npercentage) computed by dividing (i) the aggregate Sales with respect to the\nlast three calendar months ended on or immediately preceding such date by (ii)\nthe aggregate Outstanding Balance of all Billed Pool Receivables (excluding\nDefaulted Receivables) as at the last day of the last calendar month ended on or\nimmediately preceding such date; PROVIDED that Unbilled Receivables shall be\nexcluded from the Dilution Horizon for purposes of calculating the Dilution\nReserve.\n\n            \"DILUTION RATIO\" means the ratio (expressed as a percentage)\ncomputed as of the last day of each calendar month by dividing (i) the aggregate\nDilutions during such calendar month by (ii) the aggregate Sales with respect to\nthe third calendar month immediately preceding such calendar month\n\n            \"DILUTION RESERVE\" means, for any Receivable Interest on any date,\nan amount equal to:\n\n                           DRP      x  (C + YFR)\n                        ---------\n                        (1-DRP)\n\n            where:\n\n      DRP         = the Dilution Reserve Percentage of such Receivable Interest\n                  at the close of business of the Servicer on such date.\n\n      C           = the Capital of such Receivable Interest at the close of\n                  business of the Servicer on such date, reduced by the Cure\n                  Deposited Amounts then on deposit in the Deposit Account and\n                  attributable to such Receivable Interest.\n\n      YFR         = the Yield\/Fee Reserve of such Receivable Interest at the\n                  close of business of the Servicer on such date.\n\n            \"DILUTION RESERVE PERCENTAGE\" means, in respect of any Receivable\nInterest on any date, the greater of (a) 15% and (b) the product of (i) the sum\nof (A) the average of the Dilution Ratios for each of the last twelve calendar\nmonths ended on or immediately preceding such date, multiplied by (x) 2.0, if\nWORLDCOM's long-term public senior unsecured and unguaranteed\n\n\n                                       10\n\n\ndebt securities shall be rated BB- or higher by S&amp;P and Ba3 or higher by Moody's\non such date, or (y) 2.5, if WORLDCOM's long-term public senior unsecured and\nunguaranteed debt securities shall be rated B+ or lower by S&amp;P or B1 or lower by\nMoody's on such date or shall not be rated by either S&amp;P or Moody's on such\ndate, and (B) the Dilution Volatility Factor as of such date, and (ii) the\nDilution Horizon as of such date.\n\n            \"DILUTIONS\" means the aggregate amount of any reductions or\ncancellations of the Outstanding Balance of the Pool Receivables as a result of\nany defective, rejected or returned goods or services, any discount, or any\nadjustment (including, without limitation, any SCA Adjustment) by the Seller or\nany Originator or the Servicer or as a result of any dispute by the Obligor\nthereof with respect to any such Pool Receivable or as a result of a setoff in\nrespect of any claim by the Obligor thereof against the Seller or any Originator\nor the Servicer (whether such claim arises out of the same or a related\ntransaction or an unrelated transaction), PROVIDED, HOWEVER, that SCA\nAdjustments shall be excluded from Dilutions for purposes of calculating the\nDilution Ratio, and PROVIDED FURTHER, that Unbilled Receivables shall be\nexcluded from Dilutions for purposes of calculating the Dilution Reserve.\n\n            \"DILUTION VOLATILITY FACTOR\" means, as of any date, the ratio\n(expressed as a percentage) equal to the product of (a) the amount by which (i)\nthe highest of the average Dilution Ratios for any three month period during the\ntwelve calendar month period most recently ended on or before such date exceeds\n(ii) the average of the Dilution Ratios for each of the twelve calendar months\nconstituting such period and (b) a fraction the numerator of which is the\nhighest of the average Dilution Ratios for any three month period during the\ntwelve calendar month period most recently ended on or before such date and the\ndenominator of which is the average of the Dilution Ratios for each of the\ntwelve calendar months constituting such period.\n\n            \"DYNAMIC LOSS RESERVE PERCENTAGE\" means, as of any date, the product\nof (i) the highest of the average Deemed Loss Ratios for any three-month period\nduring the twelve calendar month period most recently ended on or before such\ndate, (ii) the Loss Horizon Factor as of such date, and (iii) (A) 2.0, if\nWORLDCOM's long-term public senior unsecured and unguaranteed debt securities\nshall be rated BB- or higher by S&amp;P and Ba3 or higher by Moody's on such date or\n(B) 2.5, if WORLDCOM's long-term public senior unsecured and unguaranteed debt\nsecurities shall be rated B+ or lower by S&amp;P or B1 or lower by Moody's on such\ndate or shall not be rated by either S&amp;P or Moody's on such date.\n\n            \"ELIGIBLE ASSIGNEE\" means (i) any Managing Agent or any of their\nrespective Affiliates, (ii) any Purchaser or any of their respective Affiliates,\n(iii) any commercial bank all of whose short-term public senior unsecured debt\nsecurities are rated at least A-1 by S&amp;P and at least P-1 by Moody's, or (iv)\nany other Person, PROVIDED that such Person is not a competitor of WORLDCOM or\nany of the Originators; PROVIDED, HOWEVER, that neither an Originator nor the\nSeller nor any of their respective Affiliates may be an Eligible Assignee.\n\n            \"ELIGIBLE INVESTMENTS\" means any of the following, having a maturity\nto satisfy the requirements of SECTION 6.06(B): (a) readily marketable direct\nobligations of the Government of the United States or any agency or\ninstrumentality thereof or obligations unconditionally guaranteed by the full\nfaith and credit of the Government of the United States, (b) insured\ncertificates of deposit, or time deposits, or cash, or cash escrows, in each\ncase at any commercial bank that is a Liquidity Bank or a member of the Federal\nReserve System and that issues (or the parent of which issues) commercial paper\nrated as described in clause (c) below, is organized\n\n\n                                       11\n\n\nunder the laws of the United States or any State thereof and has combined\ncapital and surplus of at least $1 billion, (c) commercial paper issued by any\ncorporation organized under the laws of any State of the United States and rated\nat least \"Prime-1\" (or the then equivalent grade) by Moody's and \"A-1+\" (or the\nthen equivalent grade) by S&amp;P, or (d) interests in any money market mutual fund\nwhich at the date of investment in such fund has the highest fund rating by each\nof Moody's and S&amp;P which has issued a rating for such fund (which rating, in the\ncase of S&amp;P, shall mean a rating of AAAm or AAAmg).\n\n            \"ELIGIBLE RECEIVABLE\" means, at any time and with respect to any\nReceivable Interest, a Receivable:\n\n            (i) the Obligor of which is a United States resident and is not an\n      Affiliate of the Seller or WORLDCOM;\n\n            (ii) the Obligor of which is a Designated Obligor;\n\n            (iii) the Obligor of which at the time of the initial creation of an\n      interest therein hereunder is not the Obligor of any Defaulted Receivables\n      in the aggregate amount of 50% or more of the aggregate Outstanding\n      Balance of all Billed Pool Receivables of such Obligor;\n\n            (iv) which at the time of the initial creation of an interest\n      therein hereunder is not a Defaulted Receivable;\n\n            (v) which, according to the Contract related thereto, is required to\n      be paid in full within 30 days, in the case of each Consumer Receivable,\n      and 60 days, in the case of each other Receivable, of the original billing\n      date therefor;\n\n            (vi) which has been billed to the Obligor thereof or is an Eligible\n      Unbilled Receivable;\n\n            (vii) which is an account receivable representing all or part of the\n      sales price of merchandise, insurance or services within the meaning of\n      SECTION 3(C)(5) of the Investment Company Act of 1940, as amended;\n\n            (viii) a purchase of which with the proceeds of notes would\n      constitute a \"current transaction\" within the meaning of SECTION 3(a)(3)\n      of the Securities Act of 1933, as amended;\n\n            (ix) which is an \"account\" within the meaning of SECTION 9-102 of\n      the UCC of the jurisdiction the law of which governs the perfection of the\n      interest created by a Receivable Interest;\n\n            (x) which is denominated and payable only in United States dollars\n      in the United States;\n\n            (xi) which arises under a Contract which has been duly authorized\n      and which, together with such Receivable, is in full force and effect and\n      constitutes the legal, valid\n\n\n                                       12\n\n\n      and binding obligation of the Obligor of such Receivable enforceable\n      against such Obligor in accordance with its terms and is not subject to\n      any dispute, offset, counterclaim or defense whatsoever (except the\n      discharge in bankruptcy of such Obligor);\n\n            (xii) which arises under a Contract which does not contain any\n      provision that restricts the ability of the Co-Lead Managers, the\n      Administrative Agent or any Managing Agent from exercising its rights\n      under any of the Transaction Documents;\n\n            (xiii) which is assignable, under the terms of the applicable\n      Contract and otherwise, without any consent of or notice to the Obligor\n      thereof or any other Person (other than the Seller);\n\n            (xiv) which, arises under a Contract (A) which requires no further\n      action by any Originator or the Seller in order for payment thereof to be\n      enforced against the Obligor thereof and (B) under which the delivery of\n      goods and\/or the performance of services giving rise to such Receivable\n      has been completed by the Originator in respect thereof without any\n      dispute, offset, counterclaim or defense whatsoever; it being understood\n      and agreed that any Receivable that is a Private Line Receivable shall not\n      be an \"Eligible Receivable\" pursuant to this clause (xiv) until the\n      delivery of goods and\/or the performance of services for such Private Line\n      Receivable shall have been fully completed;\n\n            (xv) which, together with the Contract related thereto, does not\n      contravene in any material respect any laws, rules or regulations\n      applicable thereto (including, without limitation, laws, rules and\n      regulations relating to usury, consumer protection, truth in lending, fair\n      credit billing, fair credit reporting, equal credit opportunity, fair debt\n      collection practices and privacy) and with respect to which no party to\n      the Contract related thereto is in violation of any such law, rule or\n      regulation in any material respect;\n\n            (xvi) which (A) satisfies all applicable requirements of the Credit\n      and Collection Policy (other than, following the initial creation of an\n      interest therein hereunder, those relating to the credit-worthiness of the\n      Obligors) and (B) complies with such other reasonable criteria and\n      requirements (other than, following the initial creation of an interest\n      therein hereunder, those relating to the credit-worthiness of the\n      Obligors) as the Administrative Agent (with the consent or at the request\n      of the Majority Managing Agents) may from time to time specify to the\n      Seller upon 30 days' prior written notice;\n\n            (xvii) which was generated in the ordinary course of the applicable\n      Originator's business;\n\n            (xviii) as to which, at or prior to the time of the initial creation\n      of an interest therein through a Purchase, the Administrative Agent has\n      not notified the Seller (and the Administrative Agent shall so notify the\n      Seller at the request of the Majority Managing Agents) that the\n      Administrative Agent has determined, in its sole discretion, that such\n      Receivable (or class of Receivables) is not acceptable for purchase by the\n      Purchasers hereunder; and\n\n\n                                       13\n\n\n            (xix) Obligor of which is not the Obligor of any Receivable that is\n      evidenced by a promissory note or other \"instrument\" within the meaning of\n      the UCC;\n\nPROVIDED, HOWEVER, that the PROVISO to the definition of \"Receivables Pool\"\ncontained herein shall also apply to this definition of \"Eligible Receivable\".\n\n            \"ELIGIBLE UNBILLED RECEIVABLE\" means, at any time, any Receivable\narising as a result of the provision of telecommunications goods and\/or services\nby an Approved Originator (excluding, however, any Private Line Receivable)\nduring (but not prior to) the immediately preceding calendar month (a) for which\nthe Obligor thereunder has not yet been billed and (b) arising pursuant to a\nContract (i) that requires no further action (other than customary billing or\ninvoicing) by any Approved Originator or the Seller in order for payment thereof\nto become due and payable by the Obligor thereof and (ii) under which the\ndelivery of goods and\/or the performance of services giving rise to such\nReceivable has been completed by the Approved Originator thereof.\n\n            \"ERISA\" means the Employee Retirement Income Security Act of 1974,\nas amended from time to time, and the regulations promulgated and rulings issued\nthereunder.\n\n            \"ERISA AFFILIATE\" means any Person that for purposes of Title IV of\nERISA is a member of the Seller's controlled group, or under common control with\nthe Seller, within the meaning of SECTION 414 of the Code.\n\n            \"EVENTS OF TERMINATION\" has the meaning specified in SECTION 7.01.\n\n            \"EXCESS AMOUNT\" means, in respect of any Receivable Interest on any\nBusiness Day, the lesser of (i) the aggregate amount of Cure Deposited Amounts\nattributable to such Receivable Interest and received or otherwise held in the\nDeposit Account on such Business Day and (ii) that amount, if any, which Capital\nof such Receivable Interest could be permitted to increase on such Business Day\nand not cause, together with similar increases of Capital of all other\nReceivable Interests and of Capital of \"Receivable Interests\" under the Parallel\nPurchase Commitment, the aggregate undivided percentage interest of all\nReceivable Interests and all \"Receivable Interests\" under the Parallel Purchase\nCommitment, after giving effect to the Collections of Pool Receivables and the\naddition of new Pool Receivables on the immediately preceding Business Day and\nthe resulting recomputation of such Receivable Interests pursuant to SECTION\n2.04 and of all \"Receivable Interests\" under the Parallel Purchase Commitment\nunder, and pursuant to SECTION 2.04 of the Parallel Purchase Commitment as of\nthe end of the immediately preceding Business Day, to exceed the Receivable\nInterest Percent then in effect.\n\n            \"EXCLUDED OBLIGOR\" means any of the following:\n\n            Cherry Communications, Inc.\n            American Teletronics Long Distance dba ATLD\n            Communications Network Corporation a\/k\/a Conetco\n            Universal Network Services, Inc. a\/k\/a UNSI\n            UniDial Incorporated\n            Century Telecommunications, Inc.\n            Oncor Communications, Inc.\n\n\n                                       14\n\n\n            \"FACILITY\" means the willingness of each Purchaser to consider, in\nits sole discretion pursuant to ARTICLE II, the purchase from the Seller of\nReceivable Interests from time to time.\n\n            \"FACILITY TERMINATION DATE\" means the earliest of (i) May 22, 2003,\n(ii) the date of termination of the Facility pursuant to SECTION 2.03, (iii) the\ndate designated as the Facility Termination Date by the Administrative Agent\npursuant to SECTION 7.01, and (iv) the \"Commitment Termination Date\" as defined\nin and under the Parallel Purchase Commitment.\n\n            \"FCC\" means the Federal Communications Commission and any successor\nregulatory body.\n\n            \"FEDERAL FUNDS RATE\" means, for any period, a fluctuating interest\nrate per annum equal for each day during such period to the weighted average of\nthe rates on overnight Federal funds transactions with members of the Federal\nReserve System arranged by Federal funds brokers, as published for such day (or,\nif such day is not a Business Day, for the next preceding Business Day) by the\nFederal Reserve Bank of New York, or, if such rate is not so published for any\nday that is a Business Day, the average of the quotations for such day for such\ntransactions received by the Administrative Agent from three Federal funds\nbrokers of recognized standing selected by it.\n\n            \"FEES\" means those fees that are payable by the Seller pursuant to\nthe Fee Letters.\n\n            \"FEE LETTERS\" means (i) the amended and restated letter agreement\ndated as of the New Closing Date among the Seller, WORLDCOM, each Managing Agent\nand GBFC, as the same may from time to time be amended, supplemented or\notherwise modified and (ii) the Amended and Restated Co-Lead Manager Fee Letter\ndated as of the New Closing Date among the Seller, WORLDCOM and CNAI as Co-Lead\nManager and JPMorgan as Co-Lead Manager, as the same may from time to time be\namended, supplemented or otherwise modified.\n\n            \"FIRST CLOSING DATE\" means August 20, 1999.\n\n            \"GAAP\" means generally accepted accounting principles in the United\nStates consistently applied, in effect from time to time.\n\n            \"GOVERNMENTAL AUTHORITY\" means any (a) local, state, municipal or\nfederal government or any local, state, municipal or federal judicial,\nexecutive, regulatory or legislative agency or instrumentality, (b) private\narbitration board or panel or (c) central bank.\n\n            \"GOVERNMENT RECEIVABLE\" means any Receivable the Obligor of which is\nany federal, state or local government or any subdivision, agency or\ninstrumentality of any federal, state or local government.\n\n            \"INDEMNIFIED AMOUNTS\" has the meaning specified in SECTION 10.01.\n\n            \"INDEMNIFIED PARTY\" means any or all of Purchasers, the Managing\nAgents, the Assignees, the Liquidity Banks, the Participants, the Administrative\nAgent and their respective Affiliates and successors and assigns.\n\n\n                                       15\n\n\n            \"INVESTMENT\" in any Person means any loan or advance to such Person,\nany purchase or other acquisition of any capital stock or other ownership or\nprofit interest, warrants, rights, options, obligations or other securities of\nsuch Person, any capital contribution to such Person or any other investment in\nsuch Person.\n\n            \"LIQUIDATION DAY\" means, for any Receivable Interest, either (i)\neach day during any Settlement Period for such Receivable Interest on which the\nconditions set forth in SECTION 3.03 are not satisfied (and such failure of\nconditions is not waived by the Majority Managing Agents), PROVIDED that such\nconditions are also not satisfied (and such failure of conditions is not waived\nby the Majority Managing Agents) on all succeeding days during such Settlement\nPeriod, or (ii) each day which occurs on or after the Termination Date.\n\n            \"LIQUIDATION FEE\" means, for each Receivable Interest for any\nSettlement Period during which any Liquidation Day or the Termination Date\noccurs, the amount, if any, by which (i) the additional Yield (calculated\nwithout taking into account any Liquidation Fee or any shortened duration of\nsuch Settlement Period) which would have accrued on the reductions of Capital of\nsuch Receivable Interest during such Settlement Period if such reductions had\nremained as Capital, exceeds (ii) the income, if any, received by the Owner of\nsuch Receivable Interest from such Owner's investing the proceeds of such\nreductions of Capital.\n\n            \"LIQUIDATION YIELD\/FEE\" means, for any Receivable Interest at any\ndate, an amount equal to the product of (a) the Capital of such Receivable\nInterest as at such date and (b) the Liquidation Yield\/Fee Percentage for such\nReceivable Interest at such date.\n\n            \"LIQUIDATION YIELD\/FEE PERCENTAGE\" means, for any Receivable\nInterest at any date, an amount equal to the fraction (a) the numerator of which\nis the product of (i) the sum of (A) the Default Rate in effect on such date\nplus (B) 1% per annum (representing the rate per annum of the Servicer Fee for a\nsuccessor Servicer) plus (C) the rate per annum of the Program Fee as defined in\nand under the Fee Letters and (ii) the product of (A) the number of days in the\nperiod equal to the average of Monthly Turnover Days for each of the three\ncalendar months most recently ended on or before such date and (B) the\nCollection Delay Factor as in effect at such date and (b) the denominator of\nwhich is 360.\n\n            \"LIQUIDITY BANKS\" means the banks and other financial institutions\n(other than the Administrative Agent) parties to the Parallel Purchase\nCommitment, together with their successors and assigns.\n\n            \"LOCK-BOX ACCOUNT\" means each of the deposit accounts specified on\nSchedule I hereof and except for purposes of SECTIONS 2.05 and 2.06, the\nConcentration Account, and maintained at a Lock-Box Bank for the purpose of\nreceiving Collections.\n\n            \"LOCK-BOX BANK\" means each of the banks specified on Schedule I\nhereof and, except for purposes of SECTIONS 2.05 and 2.06, the Concentration\nBank, and any other bank specified as a \"Lock-Box Bank\" in accordance with this\nAgreement, in each case holding one or more Lock-Box Accounts.\n\n            \"LOCK-BOX NOTICE\" means a notice, in substantially the form of Annex\nA to a Collection Notice, from the Administrative Agent to any Lock-Box Bank.\n\n\n                                       16\n\n\n            \"LOSS HORIZON FACTOR\" means, as of any date, a fraction (a) the\nnumerator of which is the sum of (i) the aggregate Sales of Commercial\nReceivables with respect to the five calendar months most recently ended on or\nbefore such date, plus (ii) the aggregate Sales of Consumer Receivables with\nrespect to the two calendar months most recently ended on or before such date,\nplus (iii) the aggregate Outstanding Balance of Unbilled Pool Receivables as of\nthe last day of the calendar month most recently ended on or before such date\nand (b) the denominator of which is the aggregate Outstanding Balance of Pool\nReceivables (excluding Defaulted Receivables) as of the last day of the calendar\nmonth most recently ended on or before such date.\n\n            \"LOSS RESERVE\" means, for any Receivable Interest at any date, an\namount equal to\n\n                        LRP         x    (C+YFR)\n                        ----------\n                        (1-LRP)\n\n            where:\n\n            LRP         = the Loss Reserve Percentage for such Receivable\n                        Interest at the close of business of the Servicer on\n                        such date.\n\n            C           = the Capital of such Receivable Interest at the close\n                        of business of the Servicer on such date, reduced by the\n                        Cure Deposited Amounts then on deposit in the Deposit\n                        Account and attributable to such Receivable Interest.\n\n            YFR         = the Yield\/Fee Reserve for such Receivable Interest at\n                        the close of business of the Servicer on such date.\n\n            \"LOSS RESERVE PERCENTAGE\" means, for any Receivable Interest at any\ndate, the greatest of (i) the Dynamic Loss Reserve Percentage as of such date,\nPROVIDED, HOWEVER, that until the delivery by the Servicer of the Monthly Report\npursuant to SECTION 2.07(B) in July 2002, the Dynamic Loss Reserve Percentage\nsolely for the purpose of the calculation of the \"Loss Reserve Percentage\"\npursuant to this definition, shall not exceed 35.2%, (ii) 16%, and (iii) three\ntimes the Loss-to-Liquidation Ratio as of the last day of the calendar month\nmost recently ended on or before such date.\n\n            \"LOSS-TO-LIQUIDATION RATIO\" means the ratio (expressed as a\npercentage) computed as of the last day of each calendar month by dividing (i)\nan amount equal to the aggregate Outstanding Balance of all Billed Pool\nReceivables written off by any Originator or the Seller, or which should have\nbeen written off by any Originator or the Seller in accordance with the Credit\nand Collection Policy, during such month by (ii) the aggregate amount of\nCollections actually received during such month with respect to Billed Pool\nReceivables.\n\n            \"MAJORITY MANAGING AGENTS\" means such of the Managing Agents as\nrepresent Purchasers or successive Assignees thereof which own Receivable\nInterests having at least 51% of the aggregate outstanding Capital at such time\nor, if no Receivable Interests are then existing, having at least 51% of the\ntotal of the Purchase Limits.\n\n\n                                       17\n\n\n            \"MANAGING AGENT\" means, at any time, each of the CNAI Conduits\nManaging Agent, the Bank One Conduits Managing Agent, the GBFC Managing Agent,\nthe Delaware Funding Managing Agent, the Paradigm Managing Agent, the Liberty\nManaging Agent and, in the case of any Purchaser becoming a party hereto solely\nby Assignment and Acceptance, the Person designated as Managing Agent for such\nPurchaser and its successive Assignees in such Assignment and Acceptance\nPROVIDED that in the case of any such designation in such Assignment and\nAcceptance, the Managing Agent of the assignor executing and delivering such\nAssignment and Acceptance shall have assigned, and the Person so designated\nshall have accepted and assumed, all of such Managing Agent's rights, interests,\nduties and obligations (to the extent theretofore related to such assignor and\nthereafter relating to such Purchaser) as Managing Agent hereunder in writing.\n\n            \"MATERIAL ADVERSE EVENT\" means any set of one or more circumstances\nor events which, individually or collectively, could reasonably be expected to\nresult in any (a) material impairment of the ability of the Servicer to perform\nany of its obligations under the Transaction Documents or the ability of the\nAdministrative Agent or any Indemnified Party to enforce any such obligations or\nany of their respective rights or remedies under the Transaction Documents, or\n(b) material and adverse effect on the business, properties, condition\n(financial or otherwise) or results of operations of the Servicer. The phrase\n\"could be a Material Adverse Event\" (and any similar phrase herein) means that\nthere is a material probability of such Material Adverse Event occurring, and\nthe phrase \"could not be a Material Adverse Event\" (and any similar phrase\nherein) means that there is not a material probability of such Material Adverse\nEvent occurring.\n\n            \"MAY 9, 2002 LETTER WAIVER AND AMENDMENT\" means the Letter Waiver\nand Amendment dated as of May 9, 2002, among the Seller, WORLDCOM, the Managing\nAgents, the Banks and the Group Managing Agents.\n\n            \"MIDTERM RECEIVABLE\" means a Receivable which, according to the\nContract related thereto, has a due date for payment in full more than 30 days\nbut less than 61 days after the original billing date therefor.\n\n            \"MONTHLY REPORT\" means a report, in substantially the form of\nExhibit D hereto, furnished by the Servicer to each Managing Agent and the\nAdministrative Agent for each Owner pursuant to SECTION 2.07(B).\n\n            \"MONTHLY REPORTING PERIOD\" means any period during which WORLDCOM's\nlong-term public senior unsecured and unguaranteed debt securities shall be\nrated BBB- or higher by S&amp;P and Baa3 or higher by Moody's.\n\n            \"MONTHLY TURNOVER DAYS\" means, for any calendar month, that period\n(expressed in days) equal to the product of (i) 30 and (ii) a fraction having as\nits numerator the aggregate Outstanding Balance of all Pool Receivables on the\nlast day of such calendar month and as its denominator the aggregate amount of\nCollections actually received during such month with respect to Pool\nReceivables.\n\n            \"MOODY'S\" means Moody's Investors Service, Inc., or any successor\nthereof.\n\n\n                                       18\n\n\n            \"MULTIEMPLOYER PLAN\" means a multiemployer plan, as defined in\nSECTION 4001(A)(3) of ERISA, to which the Seller or any ERISA Affiliate is\nmaking or accruing an obligation to make contributions, or has within any of the\npreceding five plan years made or accrued an obligation to make contributions.\n\n            \"MULTIPLE EMPLOYER PLAN\" means a single employer plan, as defined in\nSECTION 4001(A)(15) of ERISA, that (a) is maintained for employees of the Seller\nor any ERISA Affiliate and at least one Person other than the Seller and the\nERISA Affiliates or (b) was so maintained and in respect of which the Seller or\nany ERISA Affiliate could have liability under SECTION 4064 or 4069 of ERISA in\nthe event such plan has been or were to be terminated.\n\n            \"NET RECEIVABLES POOL BALANCE\" means at any time the Outstanding\nBalance of the Eligible Receivables in the Receivables Pool at such time reduced\nby the sum of, without duplication, (i) the aggregate Outstanding Balance of the\nDefaulted Receivables in the Receivables Pool at such time, (ii) the aggregate\namount by which the then aggregate Outstanding Balance of all Eligible\nReceivables (other than Defaulted Receivables) that are then Billed Receivables\nof each Obligor then in the Receivables Pool exceeds (x) the product of (A) the\nConcentration Limit Percentage for such Obligor at such time multiplied by (B)\nthe aggregate outstanding Capital of all Receivable Interests or (y) the Special\nConcentration Limit for such Obligor, as the case may be, (iii) the aggregate\namount by which the then aggregate Outstanding Balance of all Eligible\nReceivables (other than Defaulted Receivables) that are then Billed Receivables\nand are Government Receivables then in the Receivables Pool exceeds 20% of the\nsum of the aggregate Loss Reserve for all Receivable Interests and the aggregate\n\"Loss Reserve\" for all \"Receivable Interests\" under and as defined in the\nParallel Purchase Commitment, (iv) the Unapplied Cash and Credits at such time,\n(v) the aggregate amount of Offset Reserves in existence at such time in respect\nof the Obligors of Billed Pool Receivables, (vi) without duplication in respect\nof clause (ii) of the definition of \"Eligible Receivable\", the aggregate\nOutstanding Balance of Pool Receivables owed by Obligors which are not\nDesignated Obligors at such time, (vii) without duplication in respect of clause\n(iii) of the definition of \"Eligible Receivable\", the aggregate Outstanding\nBalance of Pool Receivables owed by each Obligor of any Defaulted Receivables in\nthe aggregate amount of 50% or more of the aggregate Outstanding Balance of all\nPool Receivables of such Obligor, (viii) the aggregate amount of those portions\nof the Outstanding Balances of Billed Pool Receivables which represent amounts\naccrued and unpaid in connection with sales, excise or other taxes for the\naccount of any federal, state or local government, (ix) at any time during which\nthe Dilution Reserve is greater than zero, the aggregate amount of SCA\nAdjustments that shall not have occurred at such time, as specified by the\nAdministrative Agent (at the request or with the consent of the Managing\nAgents), and (x) the aggregate amount by which the then aggregate Outstanding\nBalance of all Eligible Receivables (other than Defaulted Receivables) that are\nMidterm Receivables then in the Receivables Pool exceeds 20% of the aggregate\nOutstanding Balance of the Pool Receivables that are Eligible Receivables and\nare not Defaulted Receivables.\n\n            \"NETWORK\" means MCI WORLDCOM Network Services, Inc., a Delaware\ncorporation.\n\n            \"NEW CLOSING DATE\" means May 23, 2002.\n\n\n                                       19\n\n\n            \"NEW WORLDCOM CREDIT AGREEMENT\" has the meaning specified in the\ndefinition of \"WORLDCOM Credit Agreement\" contained in this SECTION 1.01.\n\n            \"OBLIGOR\" means a Person obligated to make payments pursuant to a\nContract.\n\n            \"OFFSET RESERVE\" means, in respect of the Billed Pool Receivables\nowing by any Obligor at any time, the lesser of (i) the aggregate amount of\nClaims of such Obligor in existence at such time and (ii) the aggregate\nOutstanding Balance of such Billed Pool Receivables at such time.\n\n            \"ORIGINAL PARALLEL PURCHASE COMMITMENT\" means the Amended and\nRestated Receivables Purchase Agreement dated as of October 24, 2001, as amended\nby Amendment No. 1 thereto dated as of March 26, 2002 among the Seller, the\nServicer, the Liquidity Banks from time to time party thereto, the Group\nManaging Agents from time to time party thereto and Bank One, as Administrative\nAgent, as amended, restated or otherwise modified prior to the date hereof.\n\n            \"ORIGINATOR\" means each of Network, Communications, Telecom and\nUUNET; PROVIDED, HOWEVER, that any Originator shall cease to be an Originator\nupon (i) the occurrence of any event set forth in SECTION 7.01(E) as to such\nOriginator (as though such Originator were the Seller hereunder) and (ii) three\nBusiness Days' notice to such effect by the Administrative Agent (with the\nconsent or at the request of the Majority Managing Agents) to the Seller; and\nPROVIDED FURTHER, HOWEVER, that such Originator shall continue to be an\nOriginator for purposes of all Pool Receivables existing, and in which interests\nhave been created hereunder, prior to the effectiveness of such notice.\n\n            \"OTHER TAXES\" has the meaning specified in SECTION 2.12(B).\n\n            \"OUTSTANDING BALANCE\" of any Receivable at any time means the then\noutstanding principal balance thereof after giving effect to all Collections\n(including, without limitation, deemed Collections).\n\n            \"OWNER\" means, in respect of each Receivable Interest, upon its\npurchase the Purchaser as the purchaser thereof; PROVIDED, HOWEVER, that, upon\nany assignment thereof or a portion thereof pursuant to ARTICLE IX, the Assignee\nthereof shall be the Owner thereof.\n\n            \"OWNER COLLECTIONS\" means, as of any date, that portion of the\nCollections deposited to the Concentration Account on such date equal to the\nproduct of (a) the aggregate amount of such Collections multiplied by (b) the\nTotal Receivable Interest Percentage on such date.\n\n            \"PARALLEL PURCHASE COMMITMENT\" means the Second Amended and Restated\nReceivables Purchase Agreement dated as of the date hereof among the Seller, the\nServicer, the Liquidity Banks from time to time party thereto, the Group\nManaging Agents from time to time party thereto and JPMorgan, as Administrative\nAgent, which amends and restates the Original Parallel Purchase Commitment, and\nas the same may from time to time be further amended, supplemented or otherwise\nmodified.\n\n\n                                       20\n\n\n            \"PARENT UNDERTAKING\" means an amended and restated undertaking, in\nsubstantially the form of Exhibit I hereto, by WORLDCOM in favor of the\nAdministrative Agent and the other Indemnified Parties, as such undertaking may\nfrom time to time be amended, supplemented or otherwise modified.\n\n            \"PARTICIPANT\" means, at any time for each Receivable Interest, each\nPerson which at such time (i) shall have purchased from any Purchaser or any\nAssignee thereof an undivided interest in such Receivable Interest, or shall\nhave otherwise provided to such Purchaser or Assignee liquidity or credit\nenhancement with respect thereto, or shall have made a commitment to any\nManaging Agent for any Purchaser or any Assignee thereof or to any Purchaser or\nany Assignee thereof to so purchase such an interest or to otherwise provide\nliquidity or credit enhancement with respect to such Receivable Interest or (ii)\nif the Parallel Purchase Commitment is in effect at such time, is a Liquidity\nBank thereunder.\n\n            \"PARTNERS\" means MCI WORLDCOM Capital Management Partners, a\nDelaware general partnership.\n\n            \"PASS-THROUGH PURCHASER\" means any of Paradigm, Delaware Funding,\nGBFC and Liberty.\n\n            \"PERSON\" means an individual, partnership, corporation (including a\nbusiness trust), limited liability company, joint stock company, trust,\nunincorporated association, joint venture or other entity, or a government or\nany political subdivision or agency thereof.\n\n            \"PLAN\" means a Single Employer Plan or a Multiple Employer Plan.\n\n            \"POOL RECEIVABLE\" means a Receivable in the Receivables Pool.\n\n            \"POTENTIAL EVENT OF TERMINATION\" means any event that, with the\ngiving of notice or the passage of time or both, would constitute an Event of\nTermination.\n\n            \"PRIVATE LINE RECEIVABLE\" means any Receivable arising from the sale\nby any Originator of dedicated telecommunications services provided by such\nOriginator to its customers between designated customer premises.\n\n            \"PRO RATA SHARE\" means, at any time, in the case of any Purchaser,\nthe percentage obtained by dividing the amount of such Purchaser's Purchase\nLimit at such time by the total of the Purchase Limits at such time; PROVIDED,\nHOWEVER, that in the case of any Purchase where any Purchaser has refused to\nmake such Purchase or is unable or refuses to fund such Purchase by its issuance\nof commercial paper notes, such Purchaser's Pro Rata Share for such Purchase\nshall be zero and the Pro Rata Share for such Purchase for the Purchaser or\nPurchasers, if any, which shall instead make such Purchase (as determined\npursuant to SECTION 2.02) in place of such replaced Purchaser shall be (i) if\nsuch Purchaser is a new Purchaser replacing such replaced Purchaser pursuant to\nSECTION 2.14 as a result of such refusal, the percentage obtained by dividing\nthe amount of such replaced Purchaser's Purchase Limit at such time by the total\nof the Purchase Limits at such time, or (ii) if such Purchaser is a single\nexisting Purchaser at such time, the percentage obtained by dividing the sum of\nsuch Purchaser's Purchase Limit at such time plus such replaced Purchaser's\nPurchase Limit at such time by the total of the Purchase Limits at such\n\n\n                                       21\n\n\ntime, or (iii) if such Purchasers are multiple existing Purchasers at such time,\nfor each such Purchaser the percentage obtained by adding to the percentage\nobtained for such Purchaser as set forth above in this definition prior to this\nproviso such Purchaser's ratable share of such replaced Purchaser's percentage\n(determined as set forth above in this definition prior to this proviso) or as\nshall have otherwise been agreed by such multiple Purchasers (or, if no\nPurchaser shall make such Purchase in place of such replaced Purchaser and as a\nresult such Purchase is reduced by the amount which such replaced Purchaser\nwould otherwise have paid in connection with such Purchase, each remaining\nPurchaser's Pro Rata Share for such reduced Purchase shall be the percentage\nobtained by dividing the amount of such Purchaser's Purchase Limit at such time\nby the difference between the total of the Purchase Limits at such time minus\nsuch replaced Purchaser's Purchase Limit at such time). Upon any Purchase where\nany Purchaser shall have so refused or shall have been so unable to make or so\nfund such Purchase, each Purchaser's Pro Rata Share for purposes of the Fee\nLetters and SECTION 8.05 shall be the percentage obtained by dividing the\naggregate outstanding Capital of all Receivable Interests owned by such\nPurchaser by the aggregate outstanding Capital of all Receivable Interests at\nsuch time.\n\n            \"PROVISIONAL LIQUIDATION DAY\" means any day which could be a\nLiquidation Day but for the proviso in clause (i) of the definition of\n\"Liquidation Day\".\n\n            \"PUC\" means any state or local regulatory agency or governmental\nauthority that exercises jurisdiction over the rates or services or the\nownership, construction, or operation of network facilities or\ntelecommunications systems or over Persons who own, construct or operate network\nfacilities or telecommunications systems.\n\n            \"PURCHASE\" means a purchase by any Purchaser of a Receivable\nInterest from the Seller pursuant to ARTICLE II.\n\n            \"PURCHASE LIMIT\" means:\n\n            (i) in the case of CAFCO or its successive Assignees pursuant to\n      SECTION 9.02, $150,000,000,\n\n            (ii) in the case of CHARTA or its successive Assignees pursuant to\n      SECTION 9.02, $150,000,000,\n\n            (iii) in the case of FASC or its successive Assignees pursuant to\n      SECTION 9.02, $150,000,000,\n\n            (iv) in the case of JSC or its successive Assignees pursuant to\n      SECTION 9.02, $150,000,000,\n\n            (v) in the case of GBFC or its successive Assignees pursuant to\n      SECTION 9.02, $225,000,000,\n\n            (vi) in the case of Delaware Funding or its successive Assignees\n      pursuant to SECTION 9.02, $300,000,000,\n\n\n                                       22\n\n\n            (vii) in the case of Paradigm or its successive Assignees pursuant\n      to SECTION 9.02, $300,000,000, and\n\n            (viii) in the case of Liberty or its successive Assignees pursuant\n      to SECTION 9.02, $75,000,000,\n\nin each case of clauses (i) through (viii), as such amount may be reduced\npursuant to SECTION 2.03.\n\n            \"PURCHASER\" has the meaning assigned to that term in Preliminary\nStatement (3) hereto; PROVIDED, HOWEVER, that upon any assignment hereunder\npursuant to SECTION 9.02 of all or a portion of the Receivable Interests owned\nby any Purchaser together with all or a portion of the rights and obligations of\nsuch Purchaser hereunder associated therewith, the Assignee thereof shall be a\nPurchaser for all purposes hereunder.\n\n            \"PURCHASER RATE\" means:\n\n            (i) for any Settlement Period for any Receivable Interest owned by\n      any Owner (other than any Bank One Conduit and any Pass-Through Purchaser)\n      which funds the Purchase or maintenance of its Receivable Interest by the\n      issuance of commercial paper notes, the per annum rate equivalent to the\n      weighted average of the per annum rates paid or payable by such Owner from\n      time to time as interest on or otherwise (by means of interest rate hedges\n      or otherwise) in respect of those commercial paper notes issued by such\n      Owner that are allocated, in whole or in part, by the Managing Agent of\n      such Owner (on behalf of such Owner) to fund the Purchase or maintenance\n      of such Receivable Interest during such Settlement Period, as determined\n      by the Managing Agent of such Owner (on behalf of such Owner) and reported\n      to the Seller and the Servicer, which rates shall reflect and give effect\n      to the commissions of placement agents and dealers and other issuance\n      costs in respect of such commercial paper notes, to the extent such\n      commissions are allocated, in whole or in part, to such commercial paper\n      notes by the Managing Agent of such Owner (on behalf of such Owner);\n      PROVIDED, HOWEVER, that if any component of such rate is a discount rate,\n      in calculating the \"Purchaser Rate\" for such Settlement Period the\n      Managing Agent for such Owner shall for such component use the rate\n      resulting from converting such discount rate to an interest bearing\n      equivalent rate per annum;\n\n            (ii) for any Settlement Period for any Receivable Interest owned by\n      any Bank One Conduit if and to the extent such Bank One Conduit funds the\n      Purchase or maintenance of its Receivable Interest by the issuance of\n      commercial paper notes during such Settlement Period, the per annum rate\n      that reflects, for each day during such Settlement Period, the sum of (A)\n      discount accrued on commercial paper notes of such Bank One Conduit on\n      such day which commercial paper notes are subject to any pooling\n      arrangements by such Bank One Conduit (but excluding commercial paper\n      notes issued by such Bank One Conduit for a tenor and in an amount\n      specifically requested by any Person in connection with any agreement\n      effected by such Bank One Conduit) (\"BANK ONE CONDUIT POOLED COMMERCIAL\n      PAPER\"), plus (B) any and all accrued commissions in respect of placement\n      agents and commercial paper dealers, and issuing and paying agent fees\n      incurred, in respect of Bank One Conduit Pooled Commercial Paper for such\n      day,\n\n\n                                       23\n\n\n      plus (C) other costs associated with funding small or odd-lot amounts with\n      respect to all receivable purchase facilities which are funded by Bank One\n      Conduit Pooled Commercial Paper for such day, minus (D) any accrual of\n      income net of expenses received on such day from investment of collections\n      received under all receivable purchase facilities funded substantially\n      with Bank One Conduit Pooled Commercial Paper, minus (E) any payment\n      received on such day net of expenses in respect of broken funding costs\n      related to the prepayment of any Receivable Interest of such Bank One\n      Conduit pursuant to the terms of any receivable purchase facilities funded\n      substantially with Bank One Conduit Pooled Commercial Paper; PROVIDED,\n      HOWEVER, that in addition to the foregoing costs, if the Seller shall\n      request any additional Purchase by such Bank One Conduit during any period\n      of time determined by the Bank One Conduits Managing Agent in its sole\n      discretion to result in an incrementally higher Purchaser Rate applicable\n      to such additional Purchase, the Capital associated with any such\n      additional Purchase shall, during such period, be deemed to be funded by\n      such Bank One Conduit in a special pool (which may include capital\n      associated with other receivable purchase facilities) for purposes of\n      determining such higher Purchaser Rate applicable only to such special\n      pool and charged each day during such period against such Capital; and\n\n            (iii) for any Settlement Period for any Receivable Interest owned by\n      any Pass-Through Purchaser if and to the extent such Pass-Through\n      Purchaser funds the Purchase or maintenance of its Receivable Interest by\n      the issuance of commercial paper notes during such Settlement Period, the\n      per annum rate equivalent to the rate (or if more than one rate, the\n      weighted average of the rates) at which commercial paper notes of such\n      Pass-Through Purchaser to be issued from time to time to fund the Purchase\n      or maintenance of such Receivable Interest by such Pass-Through Purchaser\n      during such Settlement Period (including, for this purpose, commercial\n      paper notes which are issued by such Pass-Through Purchaser in order to\n      purchase or maintain such Receivable Interest and which may be in excess\n      of such Pass-Through Purchaser's Capital) may be sold by any placement\n      agent or commercial paper dealer selected by the Managing Agent of such\n      Pass-Through Purchaser as agreed between each such agent or dealer and the\n      Managing Agent of such Pass-Through Purchaser, which rate or rates shall\n      reflect and give effect to the commissions of placement agents and dealers\n      and other issuance costs in respect of such commercial paper notes, to the\n      extent such commissions are allocated, in whole or in part, to such\n      commercial paper notes by the Managing Agent of such Pass-Through\n      Purchaser (on behalf of such Pass-Through Purchaser); PROVIDED, HOWEVER,\n      if the rate (or rates) as agreed between any such agent or dealer and the\n      Managing Agent of such Pass-Through Purchaser during any Settlement Period\n      for any Receivable Interest is a discount rate (or rates), the \"Purchaser\n      Rate\" for such Settlement Period shall be the rate (or if more than one\n      rate, the weighted average of the rates) resulting from converting such\n      discount rate (or rates) to an interest-bearing equivalent rate per annum;\n      and provided, FURTHER, HOWEVER, that (i) if and to the extent that any\n      such commercial paper notes mature during any Settlement Period, the\n      Purchaser Rate for such Settlement Period shall be increased to reflect\n      the interest on the interest accrued to such maturity on such commercial\n      paper notes, such interest on interest to accrue during the period from\n      the date of such maturity to the last day of such Settlement Period and\n      (ii) the Purchaser Rate for any Settlement Period shall be increased to\n      reflect such Pass-Through Purchaser's cost\n\n\n                                       24\n\n\n      of funding, under any swingline or other short-term liquidity arrangement,\n      any amount of Yield for such Settlement Period to be paid on the next\n      succeeding Settlement Date.\n\n            \"RATING AGENCY\" means, collectively, Moody's and S&amp;P, and each other\nrating agency chosen by GBFC, Paradigm or Liberty to rate its commercial paper\nnotes at any time.\n\n            \"RECEIVABLE\" means the indebtedness of any Obligor under a Contract\n(whether billed or unbilled), and includes the right to payment of any interest\nor finance charges and other obligations of such Obligor with respect thereto.\n\n            \"RECEIVABLE INTEREST\" means, at any time, an undivided percentage\nownership interest at such time in (i) all then outstanding Pool Receivables\narising prior to the time of the most recent computation or recomputation of\nsuch undivided percentage interest pursuant to SECTION 2.04, (ii) all Related\nSecurity with respect to such Pool Receivables and (iii) all Collections with\nrespect to, and other proceeds of, such Pool Receivables. Such undivided\npercentage interest for such Receivable Interest shall be computed as\n\n                                C + YFR + LR + DR\n                                -----------------\n                                      NRPB\n\n            where:\n\n            C           = the Capital of such Receivable Interest at the time of\n                        such computation, reduced by the Cure Deposited Amounts\n                        then on deposit in the Deposit Account and attributable\n                        to such Receivable Interest.\n\n            YFR         = the Yield\/Fee Reserve of such Receivable Interest at\n                        the time of such computation.\n\n            LR          = the Loss Reserve of such Receivable Interest at the\n                        time of such computation.\n\n            DR          = the Dilution Reserve of such Receivable Interest at\n                        the time of such computation.\n\n            NRPB        = the Net Receivables Pool Balance at the time of such\n                        computation.\n\nPROVIDED, HOWEVER, that upon the occurrence of any Termination Date that results\nfrom either any Facility Termination Date in turn resulting from the occurrence\nand continuance of an Event of Termination pursuant to SECTION 7.01 or any\nReinvestment Termination Date in turn resulting from the designation of such\nReinvestment Termination Date by the Administrative Agent pursuant to the\ndefinition of \"Reinvestment Termination Date\" contained in this SECTION 1.01,\nthe Receivable Interests then outstanding under this Agreement, together with\nthe \"Receivable Interests,\" if any, then outstanding under, and as defined in,\nthe Parallel Purchase Commitment, shall be increased, ratably according to their\nrespective amounts of Capital and \"Capital\" (as defined in the Parallel Purchase\nCommitment) therefor, and shall be fixed at all times thereafter, so that the\naggregate undivided percentage interest of all such\n\n\n                                       25\n\n\nReceivable Interests and such \"Receivable Interests\" shall be 100% in and to (i)\nall then outstanding Pool Receivables, (ii) all Related Security with respect to\nsuch Pool Receivables and (iii) all Collections with respect to, and other\nproceeds of, such Pool Receivables.\n\n            Each Receivable Interest shall be determined from time to time\npursuant to the provisions of SECTION 2.04.\n\n            \"RECEIVABLE INTEREST PERCENT\" means (a) during each Daily Reporting\nPeriod, 99% until the Servicer shall send, pursuant to Section 2.07(c), to each\nManaging Agent and the Administrative Agent at least weekly the information\nrequired as portfolio rollforward information set forth in the form of Daily\nReport attached hereto as Exhibit L, and thereafter 100% so long as the Servicer\nshall so send such information at least weekly and 99% if and so long as the\nServicer shall not so send such information at least weekly, (b) during each\nWeekly Reporting Period, 99%, and (c) during each Monthly Reporting Period, 98%.\n\n            \"RECEIVABLES CONTRIBUTION AND SALE AGREEMENT\" means the Amended and\nRestated Receivables Contribution and Sale Agreement, dated as of the date\nhereof, in substantially the form of Exhibit F hereto, among each Originator,\nWORLDCOM as the \"Buyer's Servicer\" thereunder, and the Seller, as the same may\nfrom time to time be amended, supplemented or otherwise modified with the prior\nwritten consent of the Administrative Agent (with the consent or at the request\nof the Majority Managing Agents).\n\n            \"RECEIVABLES POOL\" means at any time the aggregation of each then\noutstanding Receivable in respect of which the Obligor is a Designated Obligor\nor, as to any Receivable in existence on such date, was a Designated Obligor on\nthe date of the initial creation of an interest in such Receivable under this\nAgreement; PROVIDED, HOWEVER, solely (i) for the purposes of SECTION 7.01(Q),\n(ii) so long as no other Event of Termination shall have occurred and be\ncontinuing, and (iii) for a period of not more than two Business Days after the\nearlier of the date on which the Seller or the Servicer knows that the event\ndescribed in SECTION 7.01(Q) has occurred and the next succeeding Settlement\nDate for any Settlement Period, the amount set aside and held in trust (in\naccordance with the provisions of SECTION 6.02(b)) by the Servicer pursuant to\nSECTION 2.05(A)(II)(B) at any time shall be considered to be an Eligible\nReceivable in the Receivables Pool.\n\n            \"RECENT COLLECTIONS\" means the aggregate of all those Collections\nthat were deposited in the Lock-Box Accounts during the period from January 1,\n2002 to May 15, 2002.\n\n            \"RECORDS\" means, with respect to any Receivable, all Contracts and\nother documents, books, records and other information (including, without\nlimitation, computer programs, tapes, disks, punch cards, data processing\nsoftware and related property and rights) relating to such Receivable and the\nrelated Obligor.\n\n            \"REINVESTMENT TERMINATION DATE\" means that Business Day which the\nSeller designates or, if the conditions precedent in SECTION 3.03 are not\nsatisfied, that Business Day which the Administrative Agent (with the consent or\nat the request of the Majority Managing Agents) designates, as the first date on\nwhich Collections in respect of each Receivable Interest shall not be reinvested\nin accordance with SECTION 2.05(a), by notice to the Administrative Agent\n\n\n                                       26\n\n\n(if the Seller so designates) or to the Seller (if the Administrative Agent so\ndesignates) at least one Business Day prior to such Business Day.\n\n            \"RELATED SECURITY\" means with respect to any Receivable:\n\n            (i) all of the Seller's interest in the goods (including returned\n      goods), if any, relating to the sale which gave rise to such Receivable;\n\n            (ii) all other security interests or liens and property subject\n      thereto from time to time purporting to secure payment of such Receivable,\n      whether pursuant to the Contract related to such Receivable or otherwise,\n      together with all financing statements signed by an Obligor describing any\n      collateral securing such Receivable;\n\n            (iii) all letter of credit rights, guarantees, insurance and other\n      agreements or arrangements of whatever character from time to time\n      supporting or securing payment of such Receivable, whether pursuant to the\n      Contract related to such Receivable or otherwise;\n\n            (iv) all Records relating to such Receivable; and\n\n            (v) all of the Seller's right, title and interest in and to the\n      following:\n\n                  (a) the Receivables Contribution and Sale Agreement,\n            including, without limitation, (i) all rights to receive moneys due\n            and to become due under or pursuant to the Receivables Contribution\n            and Sale Agreement, (ii) all rights to receive proceeds of any\n            indemnity, warranty or guaranty with respect to the Receivables\n            Contribution and Sale Agreement, (iii) claims for damages arising\n            out of or for breach of or default under the Receivables\n            Contribution and Sale Agreement, and (iv) the right to perform under\n            the Receivables Contribution and Sale Agreement and to compel\n            performance and otherwise exercise all remedies thereunder; and\n\n                  (b) all proceeds of any and all of the foregoing (including,\n            without limitation, proceeds which constitute property of the types\n            described in clause (a) of this definition).\n\n            \"RESTRICTED JUNIOR PAYMENT\" means (i) any dividend or other\ndistribution, direct or indirect, on account of any shares of any class of\ncapital stock of the Seller now or hereafter outstanding, except a dividend\npayable solely in shares of that class of stock or in any junior class of stock\nto the Seller, (ii) any redemption, retirement, sinking fund or similar payment,\npurchase, or other acquisition for value, direct or indirect, of any shares of\nany class of capital stock of the Seller now or hereafter outstanding, (iii) any\npayment or prepayment of principal of, premium, if any, or interest, fees, or\nother charges on or with respect to, and any redemption, purchase, retirement,\ndefeasance, sinking fund or similar payment and any claim for recession with\nrespect to the Subordinated Notes payable to each of the Originators under the\nReceivables Contribution and Sale Agreement, (iv) any payment made to redeem,\npurchase, repurchase or retire, or to obtain the surrender of, any outstanding\nwarrants, options or other rights to acquire\n\n\n                                       27\n\n\nshares of any class of capital stock of the Seller now or hereafter outstanding,\nand (v) any payment of management fees by the Seller.\n\n            \"SALES\" means, with respect to any period, the aggregate Outstanding\nBalance of Billed Pool Receivables acquired by the Seller during such period\nless the aggregate amount of adjustments that would be deducted from such Billed\nPool Receivables in order to calculate the \"Net Invoices\" amount thereof as\ndefined in and in accordance with the MCI WORLDCOM Business Markets 4090 Trend\nReport as such Trend Report exists on the New Closing Date (whether or not such\nTrend Report is used to calculate such \"Net Invoices\" amount or otherwise\napplies to such Billed Pool Receivables), including, without limitation,\nadjustments of the type referred to in such Trend Report as \"Pre-Invoice\nAdjustments\" (SCA Adjustments), \"Tax Adjustments\", \"Internals\" and \"WCOM\nAdjustments\" as such terms are used in such Trend Report, and as reported by the\nServicer in the Monthly Report.\n\n            \"SCA ADJUSTMENTS\" means one-time or recurring credits for domestic\nor international usage due a customer pursuant to a contractual agreement.\n\n            \"S&amp;P\" means Standard &amp; Poor's Ratings Services, a division of The\nMcGraw-Hill Companies, Inc., or any successor thereof.\n\n            \"SECOND CLOSING DATE\" means October 24, 2001.\n\n            \"SECURED OBLIGATIONS\" has the meaning specified in SECTION 11.02.\n\n            \"SELLER COLLECTIONS\" means, as of any date, that portion of the\nCollections deposited to the Concentration Account on such date equal to the\nproduct of (a) the aggregate amount of such Collections multiplied by (b) 100%\nminus the sum of (i) the Total Receivable Interest Percentage on such date and\n(ii) the \"Total Receivable Interest Percentage\" under and as defined in the\nParallel Purchase Commitment on such date.\n\n            \"SELLER'S ACCOUNT\" means the deposit account of the Seller (with\nreference to 160289.47 MCI WorldCom Rec. Corp. Sellers A\/C FBO Admin Agent ABA\nRouting number 021000021, account number 507-95-3622, and account name DFC\nFunding Account) maintained with JPMorgan at its office at 450 West 33rd Street,\nNew York, New York 10001.\n\n            \"SENIOR FINANCIAL OFFICER\" means, in the case of any Person, any of\nthe Chief Financial Officer, Treasurer, Assistant Treasurer or Controller of\nsuch Person.\n\n            \"SERVICER\" has the meaning specified in SECTION 6.01.\n\n            \"SERVICER FEE\" has the meaning specified in SECTION 2.09(B).\n\n            \"SETTLEMENT DATE\" means, for each Settlement Period for each\nReceivable Interest, (i) with respect to the payment of all amounts other than\nCapital and Yield computed by reference to the Assignee Rate, the seventh\ncalendar day after the end of such Settlement Period during the term of this\nAgreement; (ii) with respect to the payment of Yield computed by reference to\nthe Assignee Rate, the last day of such Settlement Period during the term of\nthis Agreement; and (iii) with respect to the recovery of Capital, the later of\nthe 26th day after the\n\n\n                                       28\n\n\nend of such Settlement Period and the first Business Day after the Monthly\nReport relating to such Settlement Period is required to be forwarded by the\nServicer to the Administrative Agent and each Managing Agent pursuant to SECTION\n2.07(B) (whether or not so forwarded); PROVIDED that, in each case, if such day\nis not a Business Day, such Settlement Date shall be the next succeeding\nBusiness Day.\n\n            \"SETTLEMENT PERIOD\" means, for each Receivable Interest:\n\n            (a) in the case of any Settlement Period in respect of which Yield\n      is computed by reference to the Purchaser Rate, initially, the period\n      beginning on the date of Purchase of such Receivable Interest and ending\n      on and including the last day of the calendar month in which the date of\n      such Purchase occurs, and thereafter, each successive period commencing on\n      the first day of each calendar month during the term of this Agreement and\n      ending on the last day of such calendar month during the term of this\n      Agreement; PROVIDED, HOWEVER, that in the case of any Settlement Period\n      for any Receivable Interest which commences before the Termination Date\n      and would otherwise end on a date occurring after the Termination Date,\n      such Settlement Period shall end on the Termination Date and the duration\n      of each Settlement Period which commences on or after the Termination Date\n      may be any period (including, without limitation, a period of one day) as\n      shall be selected from time to time by the Administrative Agent (with the\n      consent or at the request of the Majority Managing Agents);\n\n            (b) in the case of any Settlement Period in respect of which Yield\n      is computed by reference to the Assignee Rate, initially, the period\n      beginning on the date of Purchase of such Receivable Interest and ending\n      on and including the last day of the calendar month in which the date of\n      such Purchase occurs, and thereafter, each successive period commencing on\n      the first day of each calendar month during the term of this Agreement and\n      ending on the last day of such calendar month during the term of this\n      Agreement, subject, however, to the proviso to clause (a) above; and\n      PROVIDED, HOWEVER, that whenever the last day of any such Settlement\n      Period would otherwise occur on a day other than a Business Day, the last\n      day of such Settlement Period shall be extended to occur on the next\n      succeeding Business Day, EXCEPT that, if such extension would cause the\n      last day of such Settlement Period to occur in the next following calendar\n      month, the last day of such Settlement Period shall occur on the next\n      preceding Business Day; and\n\n            (c) in the case of any Settlement Period in respect of which Yield\n      is computed by reference to the Alternate Base Rate, such Settlement\n      Period shall be of such duration as shall be selected by the\n      Administrative Agent (with the consent or at the request of the Majority\n      Managing Agents).\n\n            \"SINGLE EMPLOYER PLAN\" means a single employer plan, as defined in\nSECTION 4001(A)(15) of ERISA, that (a) is maintained for employees of the Seller\nor any ERISA Affiliate and no Person other than the Seller and the ERISA\nAffiliates or (b) was so maintained and in respect of which the Seller or any\nERISA Affiliate could have liability under SECTION 4069 of ERISA in the event\nsuch plan has been or were to be terminated.\n\n\n                                       29\n\n\n            \"SPECIAL CONCENTRATION LIMIT\" means, for any Obligor, at any time\nsuch U.S. dollar amount specified for such Obligor by the Administrative Agent\n(with the consent or at the request of all the Purchasers, which consent or\nrequest, in the case of GBFC, Paradigm and Liberty, may be conditioned on\nconfirmation from the Rating Agencies rating GBFC's, Paradigm's or Liberty's, as\nthe case may be, commercial paper notes that such amount will not result in a\ndowngrade or withdrawal of the rating of GBFC's, Paradigm's or Liberty's, as the\ncase may be, commercial paper notes), in writing delivered to the Seller;\nPROVIDED, HOWEVER, that the Administrative Agent (with the consent or at the\nrequest of the Majority Managing Agents), may cancel any Special Concentration\nLimit upon three Business Days' notice to the Seller.\n\n            \"SPECIAL EVENT\" means, for any Purchaser, 60 days following the date\nof written notice by the Managing Agent of such Purchaser to the Seller,\nWORLDCOM and each other Managing Agent to the effect that (i) the Securities and\nExchange Commission, any banking regulatory authority or any other Governmental\nAuthority having jurisdiction over any corporation controlling such Managing\nAgent or any of its subsidiaries, requires the consolidation of the assets and\nliabilities of such Purchaser on the balance sheet of such corporation or any of\nits subsidiaries (including, without limitation, such Managing Agent) or\nrequires that capital be maintained with respect thereto under any capital\nrequirements as if such assets were owned by such corporation or any of its\nsubsidiaries or (ii) the independent auditors for such corporation have advised\nsuch corporation or any of its subsidiaries in writing that in their opinion\nsuch consolidation is required by GAAP or applicable law, rule or regulation.\n\n            \"SUBSTITUTABLE PURCHASER\" has the meaning specified in SECTION 2.14.\n\n            \"TARIFF\" means, at any time, any then effective agreement or other\ndocument submitted from time to time by any Originator to any government or\ngovernmental regulatory agency setting forth the terms and conditions of the\nsales by such Originator of telecommunication goods or services to any Obligor\nfrom time to time (including, without limitation, the terms and conditions\naffecting the creation, billing, payment and collections of Receivables) within\nthe jurisdictional boundaries of any such government or agency.\n\n            \"TAXES\" has the meaning specified in SECTION 2.12(A).\n\n            \"TELECOM\" means Telecom*USA, Inc., a Delaware corporation.\n\n            \"TERMINATION DATE\" means the earlier of (i) the Reinvestment\nTermination Date and (ii) the Facility Termination Date.\n\n            \"TOTAL RECEIVABLE INTEREST PERCENTAGE\" means, on any date, the sum\nof the Receivable Interests (expressed in percentage terms) on such date.\n\n            \"TRANSACTION DOCUMENTS\" means this Agreement, the Parallel Purchase\nCommitment, the Receivables Contribution and Sale Agreement, the Collection\nNotices, the Consent and Agreement, the Parent Undertaking, the Certificates,\nthe Subordinated Notes, the Fee Letters and the Demand Note.\n\n            \"UCC\" means the Uniform Commercial Code as from time to time in\neffect in the specified jurisdiction.\n\n\n                                       30\n\n\n            \"UNAPPLIED CASH AND CREDITS\" means, at any time, the aggregate\namount of Collections or other cash or credits then held by or for the account\nof the Servicer, any Originator or the Seller in respect of the payment of\nBilled Pool Receivables, but not yet applied to the payment of such Pool\nReceivables.\n\n            \"UNBILLED POOL RECEIVABLE\" means any Pool Receivable that is at the\ntime of determination an Unbilled Receivable.\n\n            \"UNBILLED RECEIVABLES\" means a Receivable for which the Obligor has\nnot been billed, net of any amounts reserved in connection with such Receivable\nfor SCA Adjustments.\n\n            \"UNITED STATES\" and \"U.S.\" each mean United States of America.\n\n            \"UUNET\" means UUNET Technologies, Inc., a Delaware corporation.\n\n            \"WEEKLY REPORT\" means a report, in substantially the form of Exhibit\nM hereto, furnished by the Servicer to each Managing Agent and the\nAdministrative Agent pursuant to SECTION 2.07(D).\n\n            \"WEEKLY REPORTING PERIOD\" means any period that is neither a Monthly\nReporting Period nor a Daily Reporting Period.\n\n            \"WELFARE PLAN\" means a welfare plan, as defined in SECTION 3(L) of\nERISA.\n\n            \"WORLDCOM CREDIT AGREEMENT\" means either (a) the 364-Day Revolving\nCredit Agreement and Revolving Credit Agreement dated as of June 8, 2001 among\nWORLDCOM, as borrower, certain banks and other financial institutions party\nthereto as \"Lenders\" thereunder, and Bank of America, N.A., and The Chase\nManhattan Bank, as Co-Administrative Agents, or (b) the credit or loan agreement\nwhich replaces, refinances or restates such Agreement (such credit or loan\nagreement being the \"NEW WORLDCOM CREDIT AGREEMENT\"), without giving effect, in\nthe case of such clauses (a) and (b), to any waiver, amendment or other\nmodification, or consent, with respect thereto.\n\n            \"YIELD\" means:\n\n            (a) except as otherwise provided in clause (c) below, for each\n      Receivable Interest for any Settlement Period to the extent the Owner of\n      such Receivable Interest will be funding such Receivable Interest during\n      such Settlement Period through the issuance of commercial paper notes,\n\n                        PR x C x ED + LF\n                                 --\n                                 360\n\n            (b) (i) except as otherwise provided in subclause (ii) below and\n      clause (c) below, for each Receivable Interest for any Settlement Period\n      to the extent the Owner of such Receivable Interest will not be funding\n      such Receivable Interest during such Settlement Period through the\n      issuance of commercial paper notes,\n\n\n                                       31\n\n\n                        AR x C x ED + LF\n                                 --\n                                 360\n\n            (ii) except as otherwise provided in clause (c) below, for each\n      Receivable Interest for any Settlement Period during which the Owner of\n      such Receivable Interest shall cease to fund such Receivable Interest\n      through the issuance of commercial paper notes on any day other than the\n      first day thereof, the sum of (A) Yield for such Receivable Interest\n      calculated under clause (a) of this definition except that PND shall be\n      substituted for ED plus (B) Yield for such Receivable Interest calculated\n      under clause (b)(i) of this definition except that ARD shall be\n      substituted for ED plus (C) the product of\n\n                        AR x AY x ARD\n                                  ---\n                                  360\n\n            (c) for each Receivable Interest for any period within any\n      Settlement Period in which an Event of Termination shall have occurred\n      and\/or is continuing, the sum of (i) the Yield for such Receivable\n      Interest calculated under clause (a) or (b), as applicable, of this\n      definition, plus (ii) the product of\n\n                        DR x C x TD\n                                 --\n                                 360\n\n            where:\n\n            AR =        the Assignee Rate for such Settlement Period for such\n                        Receivable Interest;\n\n            PR =        the Purchaser Rate for such Settlement Period for\n                        such Receivable Interest;\n\n            DR =        the Default Rate in effect from time to time;\n\n            C =         the Capital of such Receivable Interest during such\n                        Settlement Period;\n\n            ED          = the actual number of days elapsed during such\n                        Settlement Period, PROVIDED, HOWEVER, that if an Event\n                        of Termination shall have occurred and\/or is continuing\n                        during such Settlement Period, \"ED\" shall not include\n                        the number of days during such Settlement Period in\n                        which there shall have occurred and\/or be continuing an\n                        Event of Termination;\n\n            TD          = the actual number of days elapsed during such\n                        Settlement Period in which there shall have occurred\n                        and\/or be continuing an Event of Termination;\n\n\n                                       32\n\n\n            LF =        the Liquidation Fee, if any, for such Receivable\n                        Interest for such Settlement Period;\n\n            PND         = the actual number of days elapsed during the period\n                        from the first day of such Settlement Period to the date\n                        on which the Owner of such Receivable Interest shall\n                        cease to fund such Receivable Interest through the\n                        issuance of commercial paper notes;\n\n            ARD         = the actual number of days elapsed during the period\n                        from the date on which the Owner of such Receivable\n                        Interest shall cease to fund such Receivable Interest\n                        through the issuance of commercial paper notes to the\n                        last day of such Settlement Period; and\n\n            AY          = the sum of accrued Yield for such Receivable Interest\n                        calculated under subclause (A) of clause (b)(ii) of this\n                        definition plus all unpaid Yield for such Receivable\n                        Interest which accrued prior to such Settlement Period,\n                        as calculated under clause (a) of this definition;\n\nPROVIDED that no provision of this Agreement shall require the payment or permit\nthe collection of Yield in excess of the maximum permitted by applicable law;\nand PROVIDED FURTHER, that Yield for any Receivable Interest shall not be\nconsidered paid by any distribution to the extent that at any time all or a\nportion of such distribution is rescinded or must otherwise be returned for any\nreason.\n            \"YIELD\/FEE RESERVE\" for any Receivable Interest at any date means\nthe sum of (i) the Liquidation Yield\/Fee at such date for such Receivable\nInterest, (ii) the accrued and unpaid Yield for such Receivable Interest and\n(iii) the aggregate amount of accrued and unpaid fees payable by the Seller\npursuant to SECTION 2.09 (a) and (b) in respect of such Receivable Interest.\n\n            SECTION 1.02 OTHER TERMS. All accounting terms not specifically\ndefined herein shall be construed in accordance with GAAP. All terms used in\nArticle 9 of the UCC in the State of New York and not specifically defined\nherein are used herein as defined in such Article 9.\n\n            SECTION 1.03 COMPUTATION OF TIME PERIODS. Unless otherwise stated in\nthis Agreement, in the computation of a period of time from a specified date to\na later specified date, the word \"from\" means \"from and including\" and the words\n\"to\" and \"until\" each means \"to but excluding.\"\n\n                                   ARTICLE II\n                       AMOUNTS AND TERMS OF THE PURCHASES\n\n            SECTION 2.01 FACILITY. On the terms and conditions hereinafter set\nforth, any or all of the Purchasers may, in their discretion, make Purchases\nfrom time to time during the period from the date hereof to the Facility\nTermination Date. Purchases of Receivable Interests, if any, by Purchasers shall\nbe made by the Purchasers making such Purchases simultaneously and ratably\naccording to their respective Pro Rata Shares for such Purchases. Under no\n\n\n                                       33\n\n\ncircumstances shall any Purchaser make any Purchase if, after giving effect to\nsuch Purchase, the aggregate outstanding Capital of Receivable Interests owned\nby such Purchaser, together with the aggregate outstanding \"Capital\" of\n\"Receivable Interests\" owned by the \"Purchaser Group\" of such Purchaser under\nand as defined in the Parallel Purchase Commitment, would exceed such\nPurchaser's Purchase Limit, or if, after giving effect to such Purchase to be\nmade by all the Purchasers, the aggregate outstanding Capital of Receivable\nInterests, together with the aggregate outstanding \"Capital\" of \"Receivable\nInterests\" under the Parallel Purchase Commitment, would exceed the total of the\nPurchase Limits. The Owner of each Receivable Interest shall, with the proceeds\nof such Receivable Interest, reinvest pursuant to SECTION 2.05 in additional\nundivided percentage interests in the Pool Receivables by making an appropriate\nreadjustment of such Receivable Interest. Nothing in this Agreement shall be\ndeemed to be or construed as a commitment by any Purchaser to purchase any\nReceivable Interest at any time.\n\n            SECTION 2.02 MAKING PURCHASES. (a) Each Purchase of Receivable\nInterests by the Purchasers shall be made on notice from the Seller to each\nManaging Agent and the Administrative Agent, given not later than (i) in the\ncase of Receivable Interests for which Yield is computed by reference to the\nPurchaser Rate, 12:00 noon (New York City time) on the second Business Day\nbefore the date of such Purchase (except in the case of any Purchase of\nReceivable Interests to be made on the Business Day immediately following the\nNew Closing Date, not later than 12:00 noon (New York City time) on the New\nClosing Date), and (ii) in the case of Receivable Interests for which Yield is\ncomputed by reference to the Assignee Rate, 12:00 noon (New York City time) on\nthe fourth Business Day before the date of such Purchase. Each such notice of a\nproposed Purchase of Receivable Interests shall be by telecopier to the\nAdministrative Agent and by electronic transmission to each Managing Agent and\nthe Administrative Agent, and shall specify the requested aggregate amount of\nsuch Purchase (which shall not be less than $10,000,000) to be paid to the\nSeller and the date of such Purchase (which shall be a Business Day). Each\nPurchaser shall promptly notify each Managing Agent and the Administrative Agent\nwhether it has determined to make such Purchase. If any Purchaser so notifies\nthe Managing Agents and the Administrative Agent that it has determined not to\nmake such Purchase or will not so fund such Purchase and any or all of the other\nPurchasers agree to make and so fund such Purchase in place of such Purchaser\n(it being understood that each Purchaser willing to so make and fund such\nPurchase shall be permitted by the other Purchasers and the Seller to do so),\nthe Purchasers so making such Purchase shall notify each Managing Agent and the\nAdministrative Agent of such agreement and their respective Pro Rata Shares for\nsuch Purchase. The Administrative Agent shall promptly thereafter, on each day\nit receives any such notice, notify the Seller of the identity of the\nPurchasers, if any, which have determined to make and so fund such Purchase and\ntheir respective Pro Rata Shares therefor. If any Purchaser shall have\ndetermined not to make or so fund such Purchase and no other Purchasers shall\nhave agreed to make and so fund such Purchase in such Purchaser's place, the\nSeller shall notify the Administrative Agent whether it has designated a new\nPurchaser to replace such Purchaser pursuant to SECTION 2.14 and to make and so\nfund such Purchase. On the date of each Purchase of Receivable Interests by the\nPurchasers making such Purchase, each Purchaser making such Purchase shall, upon\nsatisfaction of the applicable conditions set forth in ARTICLE III, make\navailable to the Seller an amount equal to such Purchaser's Pro Rata Share of\nsuch Purchase by deposit of such amount in same day funds to the Seller's\nAccount (or to such other account as the Seller may designate in writing from\ntime to time).\n\n\n                                       34\n\n\n            (b) The Managing Agent for each Purchaser holding any Receivable\nInterest shall notify the Administrative Agent, (i) by 12:00 noon (New York City\ntime) on the third calendar day after the last day of each Settlement Period for\nsuch Receivable Interest for which the Yield for such Settlement Period shall be\ndetermined with reference to the Purchaser Rate, of (A) the Purchaser Rate for\nsuch Settlement Period for such Receivable Interest and (B) the amount of Yield\naccrued for such Receivable Interest during or with respect to such Settlement\nPeriod, and (ii) by 12:00 noon (New York City time) on the third calendar day\nafter the last day of each Settlement Period for such Receivable Interest, of\nthe amount of fees accrued under the applicable Fee Letter during such\nSettlement Period. The Administrative Agent shall notify the Seller and the\nServicer, by 12:00 noon (New York City time) on the fifth calendar day after the\nlast day of each Settlement Period for each Receivable Interest, of the\nrespective amounts of Yield and fees notified by each Managing Agent to the\nAdministrative Agent pursuant to the immediate preceding sentence. The\nAdministrative Agent shall, on the first day of each Settlement Period for such\nReceivable Interest for which the Yield for such Settlement Period shall be\ndetermined with reference to the Assignee Rate, notify the Seller, the Servicer\nand each other Managing Agent of the Assignee Rate for such Settlement Period.\n\n            (c) Each notice of a Purchase delivered pursuant to SECTION 2.02(A)\nshall be irrevocable and binding on the Seller. The Seller shall indemnify each\nManaging Agent and each Purchaser against any actual loss or expense incurred by\nsuch Managing Agent and\/or such Purchaser as a result of any failure to fulfill\non or before the date of any Purchase by such Purchaser (as to which notice has\nbeen given pursuant to SECTION 2.02(A)) the applicable conditions set forth in\nARTICLE III, including, without limitation, any actual loss or expense incurred\nby reason of the liquidation or reemployment of deposits or other funds acquired\nby such Managing Agent and\/or such Purchaser to fund such Purchaser's ratable\nportion of such Purchase when such Purchase, as a result of such failure, is not\nmade on such date.\n\n            (d) Either the Seller or the Managing Agent for any Owner, upon\nnotice to and consent by the other received at least three Business Days prior\nto the end of any Settlement Period (the \"TERMINATING SETTLEMENT PERIOD\") for\nany Receivable Interest of such Owner, may, effective on the last day of the\nTerminating Settlement Period: (i) divide any such Receivable Interest into\nmultiple Receivable Interests, (ii) combine any such Receivable Interest with\none or more other Receivable Interests that have a Settlement Period ending on\nthe same day as such Terminating Settlement Period or (iii) combine any such\nReceivable Interest with a new Receivable Interest to be purchased by such Owner\non the day such Terminating Settlement Period ends, PROVIDED, that in no event\nmay a Receivable Interest of any Owner be combined with a Receivable Interest of\nany other Owner.\n\n            SECTION 2.03 TERMINATION OR REDUCTION OF THE PURCHASE LIMITS. (A)\nOPTIONAL. The Seller may, upon at least five Business Days' notice to the\nAdministrative Agent and each Managing Agent, terminate in whole or reduce in\npart, and ratably for each Purchaser, the unused portion of the aggregate\nPurchase Limits; PROVIDED, HOWEVER, that for purposes of this SECTION 2.03(A),\nthe unused portion of the aggregate Purchase Limits shall be computed as the\nexcess of (i) the aggregate Purchase Limits immediately prior to giving effect\nto such termination or reduction over (ii) the sum of (A) the aggregate Capital\nof Receivable Interests outstanding at the time of such computation and (B) the\naggregate \"Capital\" of \"Receivable Interests\" outstanding under the Parallel\nPurchase Commitment at such time; PROVIDED FURTHER, that each \n\n\n                                       35\n\n\npartial reduction of the unused portion of the aggregate Purchase Limits shall\nbe in an amount equal to $10,000,000 or integral multiples of $1,000,000 in\nexcess thereof.\n\n            (b) MANDATORY. On each day on which the Seller shall, pursuant to\nSECTION 2.03(A) of the Parallel Purchase Commitment, reduce in part the unused\nportion of the aggregate Commitments (as defined in the Parallel Purchase\nCommitment), the aggregate Purchase Limits shall automatically, and ratably for\neach Purchaser, reduce by an equal amount. The aggregate Purchase Limits shall\nautomatically terminate in whole on any day on which the Seller shall terminate\nin whole the aggregate Commitments pursuant to SECTION 2.03(A) of the Parallel\nPurchase Commitment.\n\n            SECTION 2.04 RECEIVABLE INTEREST. Each Receivable Interest shall be\ninitially computed as of the opening of business of the Servicer on the date of\nPurchase of such Receivable Interest. Thereafter until the Termination Date,\nsuch Receivable Interest shall be automatically recomputed as of the close of\nbusiness of the Servicer on each day (other than a Liquidation Day). Such\nReceivable Interest shall remain constant from the time as of which any such\ncomputation or recomputation is made until the time as of which the next such\nrecomputation, if any, shall be made. Any Receivable Interest, as computed as of\nthe day immediately preceding the Termination Date, shall remain constant at all\ntimes on and after the Termination Date. Such Receivable Interest shall become\nzero at such time as the Owner of such Receivable Interest shall have received\nthe accrued Yield for such Receivable Interest, shall have recovered the Capital\nof such Receivable Interest, and shall have received payment of the Fees and all\nother amounts payable by the Seller to such Owner or its Managing Agent, and the\nServicer shall have received the accrued Servicer Fee for such Receivable\nInterest. Upon any Receivable Interest becoming zero as aforesaid, the Owner\nthereof and its Managing Agent and the Administrative Agent, respectively, shall\nexecute and deliver such documents and take such action as the Seller may\nreasonably request to evidence the termination of such Owner's interest in the\nremaining Pool Receivables and hereunder, including assignments to the Seller of\nsuch Owner's interest in the remaining Pool Receivables and UCC termination\nstatements with respect thereto, all without recourse to, or representation or\nwarranty by, such Owner or its Managing Agent or the Administrative Agent, as\nthe case may be.\n\n            SECTION 2.05 NON-LIQUIDATION SETTLEMENT PROCEDURES. (a) Except as\nset forth in subsection (d) of this SECTION 2.05, on each Business Day (other\nthan a Liquidation Day or a Provisional Liquidation Day) during any Daily\nReporting Period, the Servicer shall cause all those funds on deposit in the\nLock-Box Accounts that constitute Collections of Pool Receivables to be\ntransferred electronically in immediately available funds to the Concentration\nAccount, and shall, based on the Daily Report delivered by the Servicer to each\nManaging Agent and the Administrative Agent on such Business Day pursuant to\nSECTION 2.07(C), at that time and in the following order:\n\n            (i) allocate all Collections transferred to the Concentration\n      Account since receipt of the last such Daily Report either as Owner\n      Collections or as Seller Collections;\n\n            (ii) for each Receivable Interest, out of such Owner Collections\n      attributable to such Receivable Interest, cause the Concentration Bank to\n      transfer to the Deposit \n\n\n                                       36\n\n\n      Account, to be held and invested by the Administrative Agent pursuant to\n      SECTION 6.06, the Cure Amount, if any, for such Receivable Interest for\n      such Business Day;\n\n            (iii) for each Receivable Interest, out of the remainder of such\n      Owner Collections attributable to such Receivable Interest, set aside and\n      hold in trust (in accordance with the provisions of SECTION 6.02(B)) for\n      the Owner of such Receivable Interest and the Servicer an amount equal to\n      the sum of (A) the Yield and Servicer Fee accrued through such Business\n      Day for such Receivable Interest and not previously so set aside and (B)\n      the aggregate of the Fees and any other amounts then accrued or owed\n      hereunder by the Seller to such Owner or its Managing Agent and not\n      previously so set aside;\n\n            (iv) reinvest the remainder of such Owner Collections, for the\n      benefit of the Owner of such Receivable Interest, by recomputation of such\n      Receivable Interest pursuant to SECTION 2.04 as of the end of such\n      Business Day and cause the Concentration Bank to transfer such remainder\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer; PROVIDED that, to the extent that any Owner shall\n      be required for any reason to pay over any amount of Collections which\n      shall have been previously reinvested for the account of such Owner\n      pursuant to SECTION 2.04, such amount shall be deemed not to have been so\n      transferred but rather to have been retained by the Seller and paid over\n      for the account of such Owner and, notwithstanding any provision hereof to\n      the contrary, such Owner shall have a claim for such amount; and\n\n            (v) cause the Concentration Bank to transfer the Seller Collections\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer;\n\nit being understood and agreed that if on any Business Day during any Daily\nReporting Period the Servicer shall fail to deliver the Daily Report for such\nBusiness Day to each Managing Agent and the Administrative Agent pursuant to\nSECTION 2.07(c), the Servicer shall, until such Daily Report shall be so\ndelivered, either hold all funds that constitute Collections of Pool Receivables\nin the Concentration Account or, if and to the extent that the Servicer shall be\nobligated to deposit such funds in the Deposit Account pursuant to this SECTION\n2.05(A), deposit such funds in the Deposit Account.\n\nIf on any Business Day (other than a Settlement Date in respect of Capital)\nduring any Daily Reporting Period, the Servicer shall deliver to each Managing\nAgent and the Administrative Agent, prior to 12:00 noon (New York City time) on\nsuch Business Day, a Daily Report for such Business Day that shows any Excess\nAmount in respect of the Receivable Interests on deposit in the Deposit Account\non such Business Day, the Administrative Agent shall, on such Business Day,\ntransfer by way of immediately available funds to the Concentration Account\nfunds equal to such Excess Amount.\n\nOn the Business Day that occurs two Business Days before the Settlement Date for\neach Settlement Period for such Receivable Interest, the Servicer shall deposit\nto the Deposit Account for the account of the Owner of such Receivable Interest\nthe amounts set aside in respect of such Settlement Period as described in\nclause (iii) of this SECTION 2.05(a). Upon receipt of such funds by the\nAdministrative Agent and on such Settlement Date, the Administrative Agent shall\n\n\n                                       37\n\n\ndistribute such funds and the Cure Deposited Amounts, if any, then held in the\nDeposit Account and attributable to such Receivable Interest (i) to the Owner of\nsuch Receivable Interest (A) in payment of the accrued Yield for such Receivable\nInterest, (B) in reduction of Capital of such Receivable Interest in the amount\nof the Cure Amount, if any, then in respect of such Receivable Interest, and (C)\nin payment of the Fees and any other amounts then owed by the Seller hereunder\nto such Owner or its Managing Agent and (ii) to the Servicer in payment of the\naccrued Servicer Fee payable with respect to such Receivable Interest. If there\nshall be insufficient funds on deposit for the Administrative Agent to\ndistribute funds in payment in full of the aforementioned amounts, the\nAdministrative Agent shall distribute such funds, FIRST, to the payment of the\nServicer's out-of-pocket costs and expenses in connection with servicing,\nadministering and collecting the Pool Receivables, up to the amount of the\nServicer Fee, if WORLDCOM or one of its Affiliates is not then acting as the\nServicer, SECOND, in payment of the accrued Yield for such Receivable Interest,\nTHIRD, in reduction of Capital of such Receivable Interest in the amount of the\nCure Amount, if any, then in respect of such Receivable Interest, FOURTH, in\npayment of the Fees and any other amounts owed by the Seller hereunder to such\nOwner or its Managing Agent, FIFTH, in payment of the Servicer's out-of-pocket\ncosts and expenses in connection with servicing, administering and collecting\nthe Pool Receivables, in excess of the Servicer Fee, if WORLDCOM or one of its\nAffiliates is not then acting as the Servicer, and SIXTH, in payment of the\naccrued Servicer Fee payable with respect to such Receivable Interest if\nWORLDCOM or one of its Affiliates is then acting as Servicer.\n\n            (b) Except as set forth in subsection (d) of this SECTION 2.05, on\neach Business Day (other than a Liquidation Day or a Provisional Liquidation\nDay) during each Weekly Reporting Period, the Servicer shall cause all those\nfunds on deposit in the Lock-Box Accounts that constitute Collections of Pool\nReceivables to be transferred electronically in immediately available funds to\nthe Concentration Account, and shall, based on information available to it, at\nthat time and in the following order:\n\n            (i) allocate all such Collections transferred to the Concentration\n      Account either as Owner Collections or as Seller Collections;\n\n            (ii) for each Receivable Interest and subject to the PROVISO set\n      forth below, out of such Owner Collections attributable to such Receivable\n      Interest, set aside and hold in trust for the Owner of such Receivable\n      Interest and the Servicer an amount equal to the sum of (A) the Yield and\n      Servicer Fee accrued through such Business Day for such Receivable\n      Interest and not previously so set aside, (B) the Cure Amount, if any, for\n      such Receivable Interest for such Business Day, and (C) the aggregate of\n      the Fees and any other amounts then accrued or owed hereunder by the\n      Seller to such Owner or its Managing Agent and not previously so set\n      aside;\n\n            (iii) reinvest the remainder of such Owner Collections, for the\n      benefit of the Owner of such Receivable Interest, by recomputation of such\n      Receivable Interest pursuant to SECTION 2.04 as of the end of such\n      Business Day and cause the Concentration Bank to transfer such remainder\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer; PROVIDED that, to the extent that any Owner shall\n      be required for any reason to pay over any amount of Collections which\n      shall have been previously reinvested for the account of such Owner\n      pursuant to SECTION 2.04, such \n\n\n                                       38\n\n\n      amount shall be deemed not to have been so transferred but rather to have\n      been retained by the Seller and paid over for the account of such Owner\n      and, notwithstanding any provision hereof to the contrary, such Owner\n      shall have a claim for such amount; and\n\n            (iv) cause the Concentration Bank to transfer the Seller Collections\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer;\n\nPROVIDED, HOWEVER, that on the first Business Day of each week, the Servicer\nshall, based on the Weekly Report delivered by the Servicer to each Managing\nAgent and the Administrative Agent on such Business Day pursuant to SECTION\n2.07(D) for the immediately preceding week, for such Receivable Interest, out of\nsuch Owner Collections referred to in clause (i) of this SUBSECTION (B)\nattributable to such Receivable Interest, cause the Concentration Bank to\ntransfer to the Deposit Account, to be held and invested by the Administrative\nAgent pursuant to SECTION 6.06, the Cure Amount, if any, for such Receivable\nInterest for such Business Day, it being understood and agreed that if on the\nfirst Business Day of any week during any Weekly Reporting Period, the Servicer\nshall fail to have delivered the Weekly Report for such Business Day to each\nManaging Agent and the Administrative Agent pursuant to SECTION 2.07(D), the\nServicer shall, until such Weekly Report shall be so delivered, either hold all\nfunds that constitute Collections of Pool Receivables in the Concentration\nAccount or, if and to the extent that the Servicer shall be obligated to deposit\nsuch funds in the Deposit Account pursuant to this SECTION 2.05(B), deposit such\nfunds in the Deposit Account.\n\nIf, on the first Business Day (other than a Settlement Date in respect of\nCapital) of any week during any Weekly Reporting Period, the Servicer shall\ndeliver to each Managing Agent and the Administrative Agent, prior to 12:00 noon\n(New York City time) on such Business Day, a Weekly Report for such Business Day\nthat shows any Excess Amount in respect of the Receivable Interests on deposit\nin the Deposit Account on such Business Day, the Administrative Agent shall, on\nsuch Business Day, transfer by way of immediately available funds to the\nConcentration Account funds equal to such Excess Amount.\n\nOn the Business Day that occurs two Business Days before the Settlement Date for\neach Settlement Period for such Receivable Interest, the Servicer shall deposit\nto the Deposit Account for the account of the Owner of such Receivable Interest\nthe amounts set aside in respect of such Settlement Period as described in\nclause (ii) of this SECTION 2.05(B). Upon receipt of such funds by the\nAdministrative Agent and on such Settlement Date, the Administrative Agent shall\ndistribute such funds and the Cure Deposited Amounts, if any, then held in the\nDeposit Account and attributable to such Receivable Interest (i) to the Owner of\nsuch Receivable Interest (A) in payment of the accrued Yield for such Receivable\nInterest, (B) in reduction of Capital of such Receivable Interest in the amount\nof the Cure Amount, if any, then in respect of such Receivable Interest, and (C)\nin payment of the Fees and any other amounts then owed by the Seller hereunder\nto such Owner or its Managing Agent and (ii) to the Servicer in payment of the\naccrued Servicer Fee payable with respect to such Receivable Interest. If there\nshall be insufficient funds on deposit for the Administrative Agent to\ndistribute funds in payment in full of the aforementioned amounts, the\nAdministrative Agent shall distribute such funds, FIRST, to the payment of the\nServicer's out-of-pocket costs and expenses in connection with servicing,\nadministering and collecting the Pool Receivables, up to the amount of the\nServicer Fee, if WORLDCOM or one of its Affiliates is not then acting as the\nServicer, SECOND, in payment of \n\n\n                                       39\n\n\nthe accrued Yield for such Receivable Interest, THIRD, in reduction of Capital\nof such Receivable Interest in the amount of the Cure Amount, if any, then in\nrespect of such Receivable Interest, FOURTH, in payment of the Fees and any\nother amounts owed by the Seller hereunder to such Owner or its Managing Agent,\nFIFTH, in payment of the Servicer's out-of-pocket costs and expenses in\nconnection with servicing, administering and collecting the Pool Receivables, in\nexcess of the Servicer Fee, if WORLDCOM or one of its Affiliates is not then\nacting as the Servicer, and SIXTH, in payment of the accrued Servicer Fee\npayable with respect to such Receivable Interest if WORLDCOM or one of its\nAffiliates is then acting as Servicer.\n\n            (c) Except as set forth in subsection (d) of this SECTION 2.05, on\neach Business Day (other than a Liquidation Day or a Provisional Liquidation\nDay) during each Monthly Reporting Period, the Servicer shall cause all those\nfunds on deposit in the Lock-Box Accounts that constitute Collections of Pool\nReceivables to be transferred electronically in immediately available funds to\nthe Concentration Account, and shall, based on information available to it, at\nthat time and in the following order:\n\n            (i) allocate all such Collections transferred to the Concentration\n      Account either as Owner Collections or as Seller Collections;\n\n            (ii) for each Receivable Interest, out of such Owner Collections\n      attributable to such Receivable Interest, set aside and hold in trust for\n      the Owner of such Receivable Interest and the Servicer an amount equal to\n      the sum of (A) the Yield and Servicer Fee accrued through such Business\n      Day for such Receivable Interest and not previously so set aside, (B) the\n      Cure Amount, if any, for such Receivable Interest for such Business Day,\n      and (C) the aggregate of the Fees and any other amounts then accrued or\n      owed hereunder by the Seller to such Owner or its Managing Agent and not\n      previously so set aside;\n\n            (iii) reinvest the remainder of such Owner Collections for the\n      benefit of the Owner of such Receivable Interest, by recomputation of such\n      Receivable Interest pursuant to SECTION 2.04 as of the end of such\n      Business Day and cause the Concentration Bank to transfer such remainder\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer; PROVIDED that, to the extent that any Owner shall\n      be required for any reason to pay over any amount of Collections which\n      shall have been previously reinvested for the account of such Owner\n      pursuant to SECTION 2.04, such amount shall be deemed not to have been so\n      transferred but rather to have been retained by the Seller and paid over\n      for the account of such Owner and, notwithstanding any provision hereof to\n      the contrary, such Owner shall have a claim for such amount; and\n\n            (iv) cause the Concentration Bank to transfer the Seller Collections\n      for account of the Seller either to the Seller's Account or to a deposit\n      account of the Servicer.\n\nOn the Settlement Date for each Settlement Period for such Receivable Interest,\nthe Servicer shall deposit to the Deposit Account for the account of the Owner\nof such Receivable Interest the amounts set aside in respect of such Settlement\nPeriod as described in clause (ii) of this SECTION 2.05(C). Upon receipt of such\nfunds by the Administrative Agent and on such Settlement Date, the\nAdministrative Agent shall distribute such funds (i) to the Owner of such\nReceivable Interest (A) in payment of the accrued Yield for such Receivable\nInterest, (B) in reduction of Capital of \n\n\n                                       40\n\n\nsuch Receivable Interest in the amount of the Cure Amount, if any, then in\nrespect of such Receivable Interest, and (C) in payment of the Fees and any\nother amounts then owed by the Seller hereunder to such Owner or its Managing\nAgent and (ii) to the Servicer in payment of the accrued Servicer Fee payable\nwith respect to such Receivable Interest. If there shall be insufficient funds\non deposit for the Administrative Agent to distribute funds in payment in full\nof the aforementioned amounts, the Administrative Agent shall distribute such\nfunds, FIRST, to the payment of the Servicer's out-of-pocket costs and expenses\nin connection with servicing, administering and collecting the Pool Receivables,\nup to the amount of the Servicer Fee, if WORLDCOM or one of its Affiliates is\nnot then acting as the Servicer, SECOND, in payment of the accrued Yield for\nsuch Receivable Interest, THIRD, in reduction of Capital of such Receivable\nInterest in the amount of the Cure Amount, if any, then in respect of such\nReceivable Interest, FOURTH, in payment of the Fees and any other amounts owed\nby the Seller hereunder to such Owner or its Managing Agent, FIFTH, in payment\nof the Servicer's out-of-pocket costs and expenses in connection with servicing,\nadministering and collecting the Pool Receivables, in excess of the Servicer\nFee, if WORLDCOM or one of its Affiliates is not then acting as the Servicer,\nand SIXTH, in payment of the accrued Servicer Fee payable with respect to such\nReceivable Interest if WORLDCOM or one of its Affiliates is then acting as\nServicer.\n\n            (d) Anything herein to the contrary notwithstanding, on each\nBusiness Day (other than a Liquidation Day or a Provisional Liquidation Day) on\nwhich a Special Event for any Purchaser shall have occurred and be continuing\nduring any Settlement Period for any Receivable Interest owned by such\nPurchaser, (i) the Servicer shall set aside and hold in trust, and deposit to\nthe Deposit Account for the account of such Purchaser, all Collections of Pool\nReceivables attributable to such Receivable Interest, and (ii) the\nAdministrative Agent shall distribute such Collections to such Purchaser and the\nServicer, in each case of clauses (i) and (ii) above as and in the manner and\norder set forth in SECTION 2.06 as though the term \"Owner\" in SECTION 2.06\nreferred only to such Purchaser.\n\n            SECTION 2.06 LIQUIDATION SETTLEMENT PROCEDURES. On each Liquidation\nDay and on each Provisional Liquidation Day during each Settlement Period for\neach Receivable Interest, the Servicer shall cause all those funds on deposit in\nthe Lock-Box Accounts that constitute Collections of Pool Receivables to be\ntransferred electronically in immediately available funds to the Concentration\nAccount, and, based on information available to it, at that time and in the\nfollowing order:\n\n            (i) allocate all such Collections either as Owner Collections or as\n      Seller Collections;\n\n            (ii) for each Receivable Interest, out of such Owner Collections,\n      cause the Concentration Bank to deposit to the Deposit Account for the\n      account of the Owner of such Receivable Interest funds constituting such\n      Owner Collections attributable to such Receivable Interest, but such\n      deposit shall not exceed the sum of (A) the accrued Yield for each\n      Receivable Interest as of such date, (B) the Capital of such Receivable\n      Interest, (C) the accrued Servicer Fee payable as of such date, and (D)\n      the aggregate of the Fees and any other amounts owed hereunder by the\n      Seller to the Owner of such Receivable Interest or its Managing Agent;\n      PROVIDED, HOWEVER, that if such funds are so deposited to the Deposit\n      Account on any Provisional Liquidation Day which is subsequently\n\n\n                                       41\n\n\n      determined not to be a Liquidation Day, such funds shall be applied\n      pursuant to SECTION 2.05 on the day of such subsequent determination; and\n\n            (iii) cause the Concentration Bank to transfer the Seller\n      Collections for account of the Seller either to the Seller's Account or to\n      a deposit account of the Servicer.\n\nUpon receipt of such funds by, and held by, the Administrative Agent, the\nAdministrative Agent shall, on the Settlement Date for each Settlement Period\nfor such Receivable Interest, distribute them (A) to the Owner of such\nReceivable Interest (x) in payment of the accrued Yield for such Receivable\nInterest, (y) in reduction (to zero) of the Capital of such Receivable Interest\nand (z) in payment of the Fees and any other amounts owed by the Seller\nhereunder to such Owner or its Managing Agent and (B) to the Servicer in payment\nof accrued Servicer Fees payable with respect to such Receivable Interest. If\nthere shall be insufficient funds on deposit for the Administrative Agent to\ndistribute funds in payment in full of the aforementioned amounts, the\nAdministrative Agent shall distribute such funds, FIRST, to the payment of the\nServicer's reasonable out-of-pocket costs and expenses in connection with\nservicing, administering and collecting the Pool Receivables, including the\nServicer Fee, if WORLDCOM or one of its Affiliates is not then acting as the\nServicer, SECOND, to the reimbursement of the Administrative Agent's costs of\ncollection and enforcement of this Agreement, THIRD, in payment of the accrued\nYield for such Receivable Interest, FOURTH, in reduction of Capital of such\nReceivable Interest, FIFTH, in payment of the Fees and any other amounts payable\nto such Owner or its Managing Agent, and SIXTH, in payment of the accrued\nServicer Fee payable with respect to such Receivable Interest if WORLDCOM or one\nof its Affiliates is then acting as the Servicer.\n\n            SECTION 2.07 GENERAL SETTLEMENT PROCEDURES. (a) If on any day the\nOutstanding Balance of a Pool Receivable is reduced or cancelled and such\nreduction or cancellation constitutes a Dilution, the Seller shall be deemed to\nhave received on such day a Collection of such Receivable in the amount of such\nreduction or cancellation and shall make the payment required to be made by it\nin connection with such Collection on the day required by, and otherwise\npursuant to, SECTION 5.01(G). If on any day any of the representations or\nwarranties in SECTION 4.01(H) is no longer true with respect to any Pool\nReceivable, the Seller shall be deemed to have received on such day a Collection\nin full of such Pool Receivable and shall make the payment required to be made\nby it in connection with such Collection on the day required by, and otherwise\npursuant to, SECTION 5.01(G). Except as stated in the preceding sentences of\nthis SECTION 2.07 or as otherwise required by law or the underlying Contract,\nall Collections received from an Obligor of any Receivable shall be applied to\nReceivables then outstanding of such Obligor in the order of the age of such\nReceivables, starting with the oldest such Receivable, except if payment is\ndesignated by such Obligor for application to specific Receivables.\n\n            (b) On or before the 25th day of each month and on the Termination\nDate, the Servicer shall prepare and furnish by facsimile to the Administrative\nAgent for each Owner of a Receivable Interest, and shall send by electronic\ntransmission to each Managing Agent, a Monthly Report, completed by the Servicer\nin all respects and signed by a duly authorized officer of the Servicer,\nrelating to each Receivable Interest, as of the close of business of the\nServicer on the last day of the immediately preceding month. The Servicer shall,\nfrom time to time at the reasonable request of the Administrative Agent or any\nManaging Agent, furnish to the \n\n\n                                       42\n\n\nAdministrative Agent or such Managing Agent (promptly after any such request) a\nlist by Obligor of all Billed Pool Receivables, together with an analysis as to\nthe aging of such Billed Pool Receivables. On or prior to the day the Servicer\nis required to make a deposit with respect to a Settlement Period pursuant to\nSECTION 2.05 or 2.06, the Servicer will advise the Administrative Agent of each\nLiquidation Day and each Provisional Liquidation Day occurring during such\nSettlement Period and of the allocation of the amount of such deposit to each\noutstanding Receivable Interest; PROVIDED, HOWEVER, that, if WORLDCOM is not the\nServicer, WORLDCOM shall advise the Servicer of the occurrence of each such\nLiquidation Day and each Provisional Liquidation Day occurring during such\nSettlement Period on or prior to such day.\n\n            (c) On each Business Day during each Daily Reporting Period, by not\nlater than 12:00 noon (New York City time), the Servicer shall (i) prepare and\nfurnish by facsimile to the Administrative Agent for each Owner of a Receivable\nInterest, a Daily Report, stating the information required by the form of Daily\nReport attached hereto as Exhibit L and such other information as may be\nspecified to the Servicer from time to time by the Administrative Agent and\nsigned by a duly authorized officer of the Servicer, and (ii) send by electronic\ntransmission a copy of such Daily Report to each Managing Agent.\n\n            (d) On or before the first Business Day of each week during each\nWeekly Reporting Period, by not later than 12:00 noon (New York City time), the\nServicer shall (i) prepare and furnish by facsimile to the Administrative Agent\nfor each Owner of a Receivable Interest a Weekly Report, stating the information\nrequired by the form of Weekly Report attached hereto as Exhibit M and such\nother information as may be specified to the Servicer from time to time by the\nAdministrative Agent and signed by a duly authorized officer of the Servicer,\nand (ii) send by electronic transmission a copy of such Weekly Report to each\nManaging Agent.\n\n            SECTION 2.08 PAYMENTS AND COMPUTATIONS, ETC. (a) All amounts to be\npaid or deposited by the Seller or the Servicer hereunder shall be paid or\ndeposited in accordance with the terms hereof no later than 12:00 noon (New York\nCity time) on the day when due in lawful money of the United States in same day\nfunds to the Deposit Account. Amounts paid or deposited by the Seller or the\nServicer to the Deposit Account on any day later than 12:00 noon (New York City\ntime) on such day shall be deemed to be paid or deposited on the next succeeding\nBusiness Day. The Administrative Agent shall promptly thereafter cause to be\ndistributed (i) like funds relating to the payment out of Collections in respect\nof Capital, Yield, Servicer Fee, Fees or other amounts payable out of\nCollections, to the applicable Owners (or, in the case of Fees, the applicable\nManaging Agents), ratably in accordance with their respective interests and to\nthe Servicer in accordance with the provisions of SECTION 2.05 or 2.06, as\napplicable, and (ii) like funds relating to the payment by the Seller of other\namounts payable by the Seller hereunder, to the parties hereto for whose benefit\nsuch funds were paid (and if such funds are insufficient, such distribution\nshall be made ratably in accordance with the respective amounts thereof).\n\n            (b) The Seller shall, to the extent permitted by law, pay to the\nAdministrative Agent interest on all amounts not paid or deposited within 2\nBusiness Days of the date due hereunder (except for those amounts with respect\nto which Yield accrues) at the Default Rate in effect from time to time, payable\non demand, PROVIDED, HOWEVER, that such interest rate shall not at any time\nexceed the maximum rate permitted by applicable law. Such interest shall be for\nthe \n\n\n                                       43\n\n\naccount of, and distributed by the Administrative Agent to, the applicable\nOwners ratably in accordance with their respective interests in such overdue\namount. \n\n            (c) All computations of interest and all computations of Yield,\nLiquidation Yield\/Fee and fees hereunder shall be made on the basis of a year of\n360 days for the actual number of days (including the first but excluding the\nlast day) elapsed.\n\n            (d) The Seller hereby authorizes each Owner, if and to the extent\nany amount owed by the Seller to such Owner is not paid to the Administrative\nAgent when due hereunder and if the Administrative Agent or such Owner shall\nhave notified the Seller that such amount is or will be due, to charge from time\nto time against any or all of the Seller's accounts with such Owner any such\namount so due.\n\n            (e) Unless the Administrative Agent shall have received notice from\nthe Servicer or the Seller prior to the date on which any payment is due to the\nOwners hereunder that the Servicer or the Seller, as the case may be, will not\nmake such payment in full, the Administrative Agent may assume that the Servicer\nor the Seller, as the case may be, has made such payment in full to the\nAdministrative Agent on such date and the Administrative Agent may, in reliance\nupon such assumption, cause to be distributed to each Owner on such due date an\namount equal to the amount then due such Owner. If and to the extent the\nServicer or the Seller, as the case may be, shall not have so made such payment\nin full to the Administrative Agent, each Owner shall repay to the\nAdministrative Agent forthwith on demand such amount distributed to such Owner\ntogether with interest thereon, for each day from the date such amount is\ndistributed to such Owner until the date such Owner repays such amount to the\nAdministrative Agent, at the Federal Funds Rate.\n\n            SECTION 2.09 FEES. (a) The Seller shall pay to the Administrative\nAgent such fees as are set forth in the Fee Letters.\n\n            (b) The Servicer shall be paid a fee (the \"SERVICER FEE\") of 1\/2 of\n1% per annum on the average daily amount of Capital of each Receivable Interest,\nfrom the date of the initial Purchase hereunder until the later of the Facility\nTermination Date or the date on which such Capital is reduced to zero, payable\non the Settlement Date for each Settlement Period for such Receivable Interest;\nPROVIDED, HOWEVER, that, upon three Business Days' notice to the Administrative\nAgent, the Servicer (if not WORLDCOM or any Affiliate thereof) may elect to be\npaid, as such fee, another percentage per annum on the average daily amount of\nCapital of each such Receivable Interest, but in no event in excess of the\nlesser of (i) 1% per annum on the average daily amount of such Capital, and (ii)\n110% of the costs and expenses referred to in SECTION 6.02(C); and PROVIDED\nFURTHER, that such fee shall be payable only from Collections pursuant to, and\nsubject to the priority of payment set forth in, SECTIONS 2.05 and 2.06.\n\n            SECTION 2.10 INCREASED COSTS. If, due to either (a) a change in\nRegulation D of the Board of Governors of the Federal Reserve System (to the\nextent any cost incurred pursuant to such regulation is not included in the\ncalculation of Adjusted LIBO Rate), (b) the introduction of or any change in or\nin the interpretation of any law or regulation (other than any law or regulation\nrelating to taxes, as to which SECTION 2.12 shall govern) or (c) the compliance\nwith any guideline or request issued or made after the New Closing Date from any\ncentral bank \n\n\n                                       44\n\n\nor other governmental authority (whether or not having the force of law), there\nshall be any increase in the cost to (or, in the case of Regulation D of the\nBoard of Governors of the Federal Reserve System, there shall be imposed a cost\non) any Indemnified Party of agreeing to make or making any Purchase or\npurchasing or maintaining any Receivable Interest or any interest therein\nhereunder, or, in the case of any Indemnified Party which is a Participant,\nunder any agreement entered into by such Participant with respect to this\nAgreement, then the Seller shall from time to time, upon demand and delivery to\nthe Seller of the certificate referred to in the last sentence of this SECTION\n2.10 by such Indemnified Party (or by the Administrative Agent for the account\nof such Indemnified Party) (with a copy of such demand and certificate to the\nAdministrative Agent), pay to the Administrative Agent for the account of such\nIndemnified Party additional amounts sufficient to compensate such Indemnified\nParty for such increased or imposed cost (except those costs incurred more than\n360 days prior to the date of such demand, any cost or expense allocable to a\nperiod prior to the publication or effective date of such change, introduction,\nguideline or request being deemed to be incurred for purposes hereof on the\nlater of such publication or effective date). Each Indemnified Party hereto\nagrees to use reasonable efforts promptly to notify the Seller of any event\nreferred to in clause (a), (b) or (c) above, PROVIDED that the failure to give\nsuch notice shall not affect the rights of any Indemnified Party under this\nSECTION 2.10. Each Indemnified Party agrees that it shall use reasonable efforts\nto designate another applicable office of such Indemnified Party to hold its\ninterest in any Receivable Interest if the amounts payable to it under this\nSECTION 2.10 would thereby be reduced and if the making, funding or maintenance\nof its interest in such Receivable Interest through such other applicable office\nwould not otherwise adversely affect such interest or such Indemnified Party. A\ncertificate in reasonable detail as to the basis for and the amount of such\nincreased cost, submitted to the Seller and the Administrative Agent by such\nIndemnified Party (or by the Administrative Agent for the account of such\nIndemnified Party) shall be conclusive and binding for all purposes, absent\nmanifest error.\n\n            SECTION 2.11 INCREASED CAPITAL. If any Indemnified Party determines\nthat due to either the introduction of or any change in or in the interpretation\nof any law or regulation after the New Closing Date or the compliance with any\nguideline or request issued or made after the New Closing Date from any central\nbank or other governmental authority (whether or not having the force of law)\naffects or would affect the amount of capital required or expected to be\nmaintained by such Indemnified Party or any corporation controlling such\nIndemnified Party and that the amount of such capital is increased by or based\nupon the existence of such Indemnified Party's commitment, if any, to purchase\nany Receivable Interest or any interest therein, or to maintain such Receivable\nInterest or interest, hereunder, or, in the case of any Indemnified Party which\nis a Participant, under any agreement entered into by such Participant with\nrespect to this Agreement, then, upon demand and delivery to the Seller of the\ncertificate referred to in the last sentence of this SECTION 2.11 by such\nIndemnified Party (or by the Administrative Agent for the account of such\nIndemnified Party) (with a copy of such demand and certificate to the\nAdministrative Agent) the Seller shall pay to the Administrative Agent for the\naccount of such Indemnified Party from time to time, as specified by such\nIndemnified Party, additional amounts sufficient to compensate such Indemnified\nParty or such corporation in the light of such circumstances, to the extent that\nsuch Indemnified Party reasonably determines such increase in capital to be\nallocable to the existence of any such commitment (except any such increase in\ncapital incurred more than, or compensation attributable to the period before,\n360 days prior to the date of such demand, any increase in capital allocable to,\nor compensation attributable to, a\n\n\n                                       45\n\n\nperiod prior to the publication or effective date of such introduction, change,\nguideline or request being deemed to be incurred for purposes hereof on the\nlater of such publication or effective date). Each Indemnified Party hereto\nagrees to use reasonable efforts promptly to notify the Seller of any event\nreferred to in the first sentence of this SECTION 2.11, PROVIDED that the\nfailure to give such notice shall not affect the rights of any Indemnified Party\nunder this SECTION 2.11. A certificate in reasonable detail as to the basis for,\nand the amount of, such compensation submitted to the Seller and the\nAdministrative Agent by such Indemnified Party (or by the Administrative Agent\nfor the account of such Indemnified Party) shall be conclusive and binding for\nall purposes, absent manifest error.\n\n            SECTION 2.12 TAXES. (a) Any and all payments by the Seller hereunder\nor deposits from Collections hereunder shall be made, in accordance with SECTION\n2.08, free and clear of and without deduction for any and all present or future\ntaxes, levies, imposts, deductions, charges or withholdings, and all liabilities\nwith respect thereto, EXCLUDING, in the case of each Indemnified Party, (i)\ntaxes that are imposed on its overall net income by the United States, (ii)\ntaxes that are imposed on its overall net income, assets or net worth (and\nfranchise taxes imposed in lieu thereof) by the state or foreign jurisdiction\nunder the laws of which such Indemnified Party is organized or qualified to do\nbusiness or in which such Indemnified Party holds any asset in connection with\nthis Agreement or, in each case, any political subdivision thereof, and (iii)\nother liabilities, interest and penalties incurred as a result of actions by\nsuch Indemnified Party constituting the gross negligence or willful misconduct\nof such Indemnified Party, except to the extent that such actions shall have\nbeen approved by or directed to be taken by the Seller or the Servicer (all such\nnon-excluded taxes, levies, imposts, deductions, charges, withholdings and\nliabilities in respect of payments hereunder or deposits from Collections\nhereunder being hereinafter referred to as \"TAXES\"). If the Seller or the\nServicer or the Administrative Agent shall be required by law to deduct any\nTaxes from or in respect of any sum payable hereunder or deposit from\nCollections hereunder to any Indemnified Party, (I) the sum payable shall be\nincreased as may be necessary so that after making all required deductions\n(including deductions applicable to additional sums payable under this SECTION\n2.12) such Indemnified Party receives an amount equal to the sum it would have\nreceived had no such deductions been made, (II) the Seller or the Servicer or\nthe Administrative Agent shall make such deductions and (III) the Seller or the\nServicer or the Administrative Agent shall pay the full amount deducted to the\nrelevant taxation authority or other authority in accordance with applicable\nlaw.\n\n            (b) In addition, the Seller shall pay any present or future sales,\nstamp, documentary, excise, property or similar taxes, charges or levies that\narise from any payment made hereunder or deposit from Collections hereunder or\nfrom the execution, delivery or registration of, performing under, or otherwise\nwith respect to, this Agreement, the Certificates, the Receivables Contribution\nand Sale Agreement, the Consent and Agreement or the Fee Letters (hereinafter\nreferred to as \"OTHER TAXES\").\n\n            (c) The Seller shall indemnify each Indemnified Party for and hold\nit harmless against the full amount of Taxes and Other Taxes (including, without\nlimitation, taxes of any kind imposed by any jurisdiction on amounts payable\nunder this SECTION 2.12) imposed on or paid by such Indemnified Party and any\nliability (including penalties, additions to tax, interest and expenses other\nthan those incurred as a result of actions by such Indemnified Party\nconstituting the gross negligence or willful misconduct of such Indemnified\nParty, except to the \n\n\n                                       46\n\n\nextent that such actions shall have been approved by or directed to be taken by\nthe Seller or the Servicer) arising therefrom or with respect thereto whether or\nnot such Taxes or Other Taxes were correctly or legally asserted. This\nindemnification shall be made within 30 days from the date such Indemnified\nParty makes written demand therefor (with a copy to the Administrative Agent).\n\n            (d) Within 30 days after the date of any payment of Taxes or Other\nTaxes, the Seller shall furnish to the Administrative Agent, at its address\nreferred to in SECTION 12.02, the original or a certified copy of a receipt\nevidencing such payment.\n\n            (e) Each Owner organized under the laws of a jurisdiction outside\nthe United States shall, on or prior to the date of its execution and delivery\nof this Agreement in the case of each original Purchaser, and on the date of the\nAssignment or the Assignment and Acceptance pursuant to which it became an Owner\nin the case of each other Owner, and from time to time thereafter as requested\nin writing by the Seller (but only so long thereafter as such Owner remains\nlawfully able to do so), provide each of the Administrative Agent and the Seller\nwith two original Internal Revenue Service forms W-8BEN and W-8ECI, as\nappropriate, or any successor or other form prescribed by the Internal Revenue\nService, certifying that such Owner is exempt from or entitled to a reduced rate\nof United States withholding tax on payments pursuant to this Agreement. If the\nforms provided by an Owner at the time such Owner first becomes a party to this\nAgreement indicate a United States interest withholding tax rate in excess of\nzero, withholding tax at such rate shall be considered excluded from Taxes\nunless and until such Owner provides the appropriate form certifying that a\nlesser rate applies, whereupon withholding tax at such lesser rate only shall be\nconsidered excluded from Taxes for periods governed by such form; PROVIDED,\nHOWEVER that if, at the effective date of the Assignment or the Assignment and\nAcceptance pursuant to which an Assignee becomes an Owner hereunder, the Owner\nassignor was entitled to payments under subsection (a) of this SECTION 2.12 in\nrespect of United States withholding tax with respect to amounts paid hereunder\nat such date, then, to such extent, the term Taxes shall include (in addition to\nwithholding taxes that may be imposed in the future or other amounts otherwise\nincludable in Taxes) United States withholding tax, if any, applicable with\nrespect to such Assignee on such date. If any form or document referred to in\nthis subsection (e) requires the disclosure of information, other than\ninformation necessary to compute the tax payable and information required on the\ndate hereof by Internal Revenue Service form 1001 or 4224, that the Owner\nreasonably considers to be confidential, the Owner shall give notice thereof to\nthe Seller and shall not be obligated to include in such form or document such\nconfidential information.\n\n            (f) For any period with respect to which an Owner has failed to\nprovide the Seller with the appropriate form described in subsection (e) of this\nSECTION 2.12 (other than if such failure is due to a change in law occurring\nafter the date on which a form originally was required to be provided or if such\nform otherwise is not required under subsection (e) of this SECTION 2.12), such\nOwner shall not be entitled to indemnification under subsection (a) or (c) of\nthis SECTION 2.12 with respect to Taxes imposed by the United States by reason\nof such failure; PROVIDED, HOWEVER that should an Owner become subject to Taxes\nbecause of its failure to deliver a form required hereunder, the Seller shall\ntake such steps as such Owner shall reasonably request to assist such Owner (at\nsuch Owner's expense) to recover such Taxes.\n\n\n                                       47\n\n\n            SECTION 2.13 SHARING OF PAYMENTS, ETC. If any Owner which is a\nPurchaser or any successive Assignee thereof shall obtain any payment (whether\nvoluntary, involuntary, through the exercise of any right of setoff, or\notherwise) on account of any Receivable Interests owned by it (other than\npursuant to SECTION 2.10, 2.11, 2.12 or 2.14) in excess of its ratable share of\npayments on account of Receivable Interests obtained by all such Owners, such\nOwner shall forthwith purchase from the other such Owners such participations in\nthe Receivable Interests owned by them as shall be necessary to cause such\npurchasing Owner to share the excess payment ratably with each of them,\nPROVIDED, HOWEVER that if all or any portion of such excess payment is\nthereafter recovered from such purchasing Owner, such purchase from each Owner\nshall be rescinded and such Owner shall repay to the purchasing Owner the\npurchase price to the extent of such recovery together with an amount equal to\nsuch Owner's ratable share (according to the proportion of (i) the amount of\nsuch Owner's required payment to (ii) the total amount so recovered from the\npurchasing Owner) of any interest or other amount paid or payable by the\npurchasing Owner in respect of the total amount so recovered. The Seller agrees\nthat any Owner so purchasing an interest in Receivable Interests from another\nOwner pursuant to this SECTION 2.13 may, to the fullest extent permitted by law,\nexercise all its rights of payment (including the right of set-off) with respect\nto such interest in Receivable Interests as fully as if such Owner were the\ndirect creditor of the Seller in the amount of such interest in Receivable\nInterests.\n\n            SECTION 2.14 SUBSTITUTION OF PURCHASERS. If any Purchaser shall (i)\ndetermine not to make the portion of any Purchase to be made by it under SECTION\n2.02(A) or refuse or be unable to fund or maintain such Purchase with the\nissuance of commercial paper notes, or (ii) request, or if any Participant or\nParticipants for the Receivable Interest or Interests of such Purchaser shall\nrequest, a payment pursuant to SECTION 2.10, 2.11 or 2.12, or (iii) be unable to\nmake any Purchase of, or maintain, any Receivable Interest bearing Yield based\non the Adjusted LIBO Rate as a result of the occurrence of any circumstance\nspecified in clause (A) or (C) of section (ii) in the proviso to the definition\nof the term \"Assignee Rate\" contained herein, or (iv) have had its Affiliate\nthat is a Bank (under and as defined in the Parallel Purchase Commitment) become\na \"Substitutable Member\" under and as defined in SECTION 2.14 of the Parallel\nPurchase Commitment (in each of clauses (i) through (iv) such a Purchaser being\na \"SUBSTITUTABLE PURCHASER\"), the Seller may cause such Substitutable Purchaser,\nas instructed by the Seller, to assign to the other Purchasers which shall have\nagreed to accept and assume such assignment (it being understood that each\nPurchaser willing to so accept and assume such assignment shall be permitted to\ndo so by each other Purchaser and the Seller) ratably in accordance with their\nrespective Pro Rata Shares or as otherwise agreed by such Purchasers and\nnotified to the Seller and the Administrative Agent, or, if no other Purchaser\nshall have agreed to so accept and assume such assignment within five Business\nDays after the Seller shall give written notice to the Administrative Agent of\nthe Seller's offer of such assignment to the other Purchasers, to such other\nPerson as shall have been designated by the Seller and approved by the\nAdministrative Agent (which approval shall not be unreasonably withheld,\nconditioned or delayed, and PROVIDED that the Person designated by such Person\nas its Managing Agent shall also have been so approved by the Seller and the\nAdministrative Agent), all of its rights and obligations under this Agreement\nand with respect to its Receivable Interests (including, without limitation, all\nof its Purchase Limit and the amount of Capital owing to it) pursuant to an\nAssignment and Acceptance executed under SECTION 9.02, provided, HOWEVER that\n(x) such assignment shall not conflict with any law, rule, regulation, order or\ndecree of any governmental authority, (y) the Substitutable Purchaser shall have\nreceived from such assignee full payment in immediately \n\n\n                                       48\n\n\navailable funds of all amounts payable to it in respect of Capital, accrued\nYield and other amounts owing to it in connection herewith and (z) such\nassignment by such Substitutable Purchaser shall occur simultaneously with an\nassignment by that Bank (under and as defined in the Parallel Purchase\nCommitment) which is an Affiliate of such Substitutable Purchaser of all of such\nBank's rights and obligations under the Parallel Purchase Commitment and with\nrespect to its Receivable Interests, if any, to an assignee pursuant to SECTION\n2.14 of the Parallel Purchase Commitment; and PROVIDED FURTHER, that nothing\ncontained in this SECTION 2.14 shall obligate any Purchaser to assume any rights\nor obligations of any Substitutable Purchaser.\n\n                                   ARTICLE III\n\n                              CONDITIONS PRECEDENT\n\n            SECTION 3.01 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement\nshall be effective at such time as (i) the Seller shall have caused the amount\nof the aggregate outstanding Capital of the Receivable Interests, ratably in\naccordance with their respective Capital, to be reduced to an amount resulting\nin no Cure Amount, determined on the basis of the Daily Report furnished\npursuant to SUBSECTION (G) below, (ii) the Administrative Agent and each\nManaging Agent shall have received all fees and expenses required to be paid on\nor before the New Closing Date pursuant to the terms of this Agreement, (iii)\nthe Facility Termination Date shall not have occurred, and (iv) the\nAdministrative Agent shall have received each of the following, in form and\nsubstance satisfactory to the Administrative Agent and in sufficient copies for\nthe Administrative Agent and each Managing Agent:\n\n            (a) This Agreement, duly executed by each of the parties hereto.\n\n            (b) The Parallel Purchase Commitment, duly executed by each of the\n      parties thereto.\n\n            (c) The Parent Undertaking, duly executed by WORLDCOM.\n\n            (d) The Receivables Contribution and Sale Agreement, executed by\n      each Originator, WORLDCOM as the Buyer's Servicer, and the Seller.\n\n            (e) The Consent and Agreement, duly executed by the Seller and each\n      Originator.\n\n            (f) Favorable opinions of (i) Hall, Estill, Hardwick, Gable, Golden\n      &amp; Nelson, P.C., counsel to the Originators, WORLDCOM and the Seller, in\n      substantially the form of Exhibits H-1A and B hereto, (ii) Michele C.\n      Kloeppel, Assistant Corporate General Counsel of WORLDCOM, in\n      substantially the form of Exhibit H-2 hereto, (iii) Thacher Proffitt &amp; Wood, New York counsel to the Originators, WORLDCOM and the Seller, in\n      substantially the form of Exhibit H-3 hereto, (iv) Michael H. Salsbury,\n      General Counsel of WORLDCOM, in substantially the form of Exhibit H-4\n      hereto, and (v) Morris, Nichols, Arsht, &amp; Tunnell, Delaware counsel to the\n      Seller and the Originators, in substantially the form of Exhibit H-5\n      hereto.\n\n            (g) A Daily Report as of May 22, 2002.\n\n\n                                       49\n\n\n            (h) An Officer's Certificate, duly executed by an authorized officer\n      of the Seller, stating that:\n\n                  (A) The representations and warranties contained in SECTION\n            4.01 of this Agreement are correct on and as of the New Closing\n            Date, both before and after giving effect to this Agreement; and\n\n                  (B) No event has occurred and is continuing, or would result\n            from the execution and delivery of this Agreement and the\n            performance by the Seller of its obligations hereunder, which\n            constitutes an Event of Termination or a Potential Event of\n            Termination.\n\n            (i) An Officer's Certificate, duly executed by an authorized officer\n      of the Servicer, stating that:\n\n                  (A) The representations and warranties contained in SECTION\n            4.02 of this Agreement are correct on and as of the New Closing\n            Date, both before and after giving effect to this Agreement; and\n\n                  (B) No event has occurred and is continuing, or would result\n            from the execution and delivery of this Agreement and the\n            performance by the Servicer of its obligations hereunder, which\n            constitutes an Event of Termination or a Potential Event of\n            Termination.\n\n            (j) An Officer's Certificate, duly executed by an authorized officer\n      of each of the Originators, stating that the representations and\n      warranties contained in SECTION 3.01 of the Receivables Contribution and\n      Sale Agreement are correct on and as of the New Closing Date, both before\n      and after giving effect to this Agreement.\n\n            (k) A certificate of the Secretary or Assistant Secretary of\n      WORLDCOM certifying (i) that there have been no changes to its Articles or\n      Certificate of Incorporation since the Amendment Closing Date, or if there\n      have been any changes, a copy of such Articles or Certificate duly\n      certified by the Secretary of State of Georgia as of a recent date\n      acceptable to the Administrative Agent, (ii) that there have been no\n      changes to its by-laws since the Amendment Closing Date, or if there have\n      been any changes, a copy of such by-laws, (iii) the names and true\n      signatures of the officers of WORLDCOM authorized on its behalf to sign\n      this Agreement and the other Transaction Documents to be delivered by it\n      hereunder and (iv) a copy of the resolutions of the Board of Directors of\n      WORLDCOM authorizing the transactions contemplated by this Agreement and\n      the other Transaction Documents.\n\n            (l) A certificate of the Secretary or Assistant Secretary of the\n      Seller certifying (i) that there have been no changes to its Certificate\n      of Incorporation since the Amendment Closing Date, (ii) that there have\n      been no changes to its by-laws since the Amendment Closing Date, (iii) the\n      names and true signatures of the officers of the Seller authorized on its\n      behalf to sign this Agreement and the other Transaction Documents to be\n      delivered by it hereunder and (iv) a copy of the resolutions of the Board\n      of Directors \n\n\n                                       50\n\n\n      of the Seller authorizing the transactions contemplated by this Agreement\n      and the other Transaction Documents.\n\n            (m) A certificate of the Secretary or Assistant Secretary of each\n      Originator certifying (i) that there have been no changes to its\n      Certificate of Incorporation since the First Closing Date or the Amendment\n      Closing Date (whichever date such Certificate was furnished to the\n      Administrative Agent or its predecessor), as the case may be, or if there\n      have been any changes, a copy of such Certificate duly certified by the\n      Secretary of State of Delaware as of a recent date acceptable to the\n      Administrative Agent, (ii) that there have been no changes to its by-laws\n      since the First Closing Date or the Amendment Closing Date (whichever date\n      such by-laws were furnished to the Administrative Agent or its\n      predecessor), or if there have been any changes, a copy of such by-laws,\n      (iii) the names and true signatures of the officers of such Originator\n      authorized on its behalf to sign the Consent and Agreement and the other\n      Transaction Documents to be delivered by it hereunder and (iv) a copy of\n      the resolutions of the Board of Directors of such Originator authorizing\n      the transactions contemplated by the Receivables Contribution and Sale\n      Agreement and the other Transaction Documents to which such Originator is\n      a party.\n\n            (n) Copies of good standing certificates for each of the Seller,\n      WORLDCOM and the Originators, issued as of a recent date acceptable to the\n      Administrative Agent by the Secretaries of State of their respective\n      states of incorporation.\n\n            (o) The Fee Letters dated as of the New Closing Date duly executed\n      by all parties thereto.\n\n            (p) Proper UCC-3 financing statements for each of the financing\n      statements delivered pursuant to Sections 3.01(l) of the Second A&amp;R\n      Agreement (except for those filed against CMC and Partners) and pursuant\n      to Section 8(p) of the Amendment, to be filed under the UCC amending the\n      name of the secured party therein from Bank One as Administrative Agent to\n      JPMorgan as Administrative Agent.\n\n            (q) Collection Notices for the Lock-Box Accounts in which at least\n      40% of the Recent Collections were deposited, duly executed by the\n      respective Lock-Box Banks and the owner of the Lock-Box Accounts (that is,\n      the Seller), indicating daily settlement transfers of Collections to the\n      Concentration Account and giving \"control\" (within the meaning of Section\n      9-104 of the UCC in effect in the State of New York) to the Administrative\n      Agent.\n\n            (r) An assignment by Bank One to JPMorgan as Administrative Agent of\n      all of Bank One's right, title and interest as Administrative Agent in, to\n      and under the Collection Notices as defined in, and entered into pursuant\n      to, the Original Agreement, the A&amp;R Agreement or the Second A&amp;R Agreement.\n\n            (s) The cancellation and return by Bank One of the Letter of Credit\n      as defined in, and issued pursuant to, the Second A&amp;R Agreement.\n\n\n                                       51\n\n\n            (t) Each of GBFC, Paradigm and Liberty shall have received a\n      confirmation that the ratings of the commercial paper notes of GBFC,\n      Paradigm and Liberty will not be downgraded or withdrawn as a result of\n      the execution of this Agreement.\n\n            SECTION 3.02 CONDITIONS PRECEDENT TO ALL PURCHASES AND\nREINVESTMENTS. Each Purchase (including the initial Purchase of each Purchaser)\nhereunder and the right of the Servicer to reinvest in Pool Receivables those\nCollections attributable to a Receivable Interest pursuant to SECTION 2.05 shall\nbe subject to the further conditions precedent that:\n\n            (a) with respect to any such Purchase, on or prior to the date of\n      such Purchase, the Servicer shall have delivered to each Managing Agent\n      and the Administrative Agent, in form and substance satisfactory to the\n      Administrative Agent, a copy of each of the most recent Monthly Report,\n      Weekly Report and Daily Report that are then required to be delivered to\n      each Managing Agent and the Administrative Agent pursuant to SECTION\n      2.07(B), (C) AND (D), and completed by the Servicer in all respects,\n      together with such additional information (including, without limitation,\n      a listing by Obligor of all Billed Pool Receivables, together with an\n      analysis as to the aging of any Billed Pool Receivables included in such\n      Pool Receivables) as may be reasonably requested by the Administrative\n      Agent;\n\n            (b) on the date of such Purchase or reinvestment the following\n      statements shall be true (and the acceptance by the Seller of the proceeds\n      of such Purchase or reinvestment shall constitute a representation and\n      warranty by the Seller that on the date of such Purchase or reinvestment\n      such statements are true):\n\n                  (i) The representations and warranties contained in Sections\n            4.01 and 4.02 of this Agreement, in SECTION 3.01 of the Receivables\n            Contribution and Sale Agreement and in SECTION 5 of the Parent\n            Undertaking are correct on and as of the date of such Purchase or\n            reinvestment, before and after giving effect to such Purchase or\n            reinvestment and to the application of the proceeds therefrom, as\n            though made on and as of such date;\n\n                  (ii) No event has occurred and is continuing, or would result\n            from such Purchase or reinvestment or from the application of the\n            proceeds therefrom, which constitutes an Event of Termination or a\n            Potential Event of Termination;\n\n            (c) in the case of any such Purchase, the Administrative Agent shall\n      have received a request for such Purchase pursuant to SECTION 2.02;\n\n            (d) the Administrative Agent and the Majority Managing Agents shall\n      have been satisfied with the results of the most recent audit conducted\n      pursuant to SECTION 5.01(E);\n\n            (e) the Administrative Agent (with the consent or at the request of\n      the Majority Managing Agents) shall not have delivered to the Seller a\n      notice that the Purchasers shall not make any further Purchases hereunder\n      and\/or that the Servicer shall not reinvest in any Pool Receivables on\n      behalf of the Owner of a Receivable Interest;\n\n\n                                       52\n\n\n            (f) the Facility Termination Date shall not have occurred; and\n\n            (g) the Administrative Agent shall have received such other\n      approvals, opinions or documents as the Administrative Agent or any\n      Managing Agent may reasonably request.\n\n                                   ARTICLE IV\n\n                         REPRESENTATIONS AND WARRANTIES\n\n            SECTION 4.01 REPRESENTATIONS AND WARRANTIES OF THE SELLER. The\nSeller represents and warrants as follows:\n\n            (a) The Seller is a corporation duly incorporated, validly existing\n      and in good standing under the laws of the State of Delaware, and is duly\n      qualified to do business, and is in good standing, in every jurisdiction\n      where the nature of its business requires it to be so qualified. The\n      Seller has no subsidiaries. All the outstanding shares of stock of the\n      Seller are owned by Partners free and clear of any Adverse Claim. Such\n      stock is validly issued, fully paid and nonassessable, and there are no\n      options, warrants or other rights to acquire securities of the Seller. The\n      general partners of Partners are Network and Communications.\n\n            (b) The execution, delivery and performance by the Seller of the\n      Transaction Documents to which it is or will be a party and the other\n      documents to be delivered by it hereunder, and the transactions\n      contemplated hereby and thereby, including the Seller's use of the\n      proceeds of Purchases and reinvestments, are within the Seller's corporate\n      powers, have been duly authorized by all necessary corporate action, do\n      not (i) contravene the Seller's charter or by-laws, (ii) violate any law,\n      rule, regulation, order, writ, judgment, injunction, decree, determination\n      or award, or (iii) breach or result in a default under, or result in the\n      acceleration of (or entitle any party to accelerate) the maturity of any\n      obligation of the Seller under, or result in or require the creation of\n      any Adverse Claim upon any property of the Seller pursuant to the terms\n      of, any Contract or any other agreement or instrument (other than any\n      Transaction Document) binding on or affecting the Seller or any of its\n      properties.\n\n            (c) No authorization or approval or other action by, and no notice\n      to or filing with, any Governmental Authority is required for the due\n      execution, delivery and performance by the Seller of any Transaction\n      Document to which it is or will be a party or any other agreement or\n      document to be delivered hereunder or for the perfection of or the\n      exercise by any Indemnified Party of its rights and remedies under the\n      Transaction Documents and such other agreements or documents, except for\n      the filings of the financing statements referred to in ARTICLE III.\n\n            (d) This Agreement and the other Transaction Documents to which the\n      Seller is a party have been duly executed and delivered by the Seller.\n      This Agreement and the other Transaction Documents to which the Seller is\n      a party are the legal, valid and binding obligations of the Seller\n      enforceable against the Seller in accordance with their \n\n\n                                       53\n\n\n      respective terms, subject to bankruptcy, insolvency, reorganization,\n      moratorium or similar laws affecting the rights of creditors generally and\n      to general equitable principles.\n\n            (e) [Intentionally Omitted].\n\n            (f) There is no pending or, to the Seller's knowledge, threatened\n      action or proceeding affecting the Seller before any court, governmental\n      agency or arbitrator which may materially adversely affect (i) the\n      financial condition or operations of the Seller or (ii) the ability of the\n      Seller to perform its obligations under this Agreement or any other\n      Transaction Document to which the Seller is or will be a party, or which\n      purports to affect the legality, validity or enforceability of any\n      Transaction Document.\n\n            (g) No proceeds of any Purchase or reinvestment will be used to\n      acquire any security in any transaction which is subject to SECTIONS 13\n      AND 14 of the Securities Exchange Act of 1934, as amended, or for any\n      purpose that would violate Regulation T, U or X of the Board of Governors\n      of the Federal Reserve System.\n\n            (h) On the date of each Purchase and reinvestment, the Receivables\n      with respect to which such Purchase or reinvestment is being made\n      constitute Eligible Receivables. Immediately prior to the time of the\n      initial creation of an interest hereunder in any Pool Receivable and each\n      Purchase, the Seller is the legal and beneficial owner of the Pool\n      Receivables and Related Security with respect thereto, in each case free\n      and clear of any Adverse Claim. Upon each Purchase or reinvestment, the\n      Seller shall transfer to the Owner making such Purchase or reinvestment\n      (and such Owner shall acquire) a valid undivided percentage ownership\n      interest to the extent of the pertinent Receivable Interest in each Pool\n      Receivable then existing or thereafter arising and in the Related Security\n      and Collections with respect thereto, free and clear of any Adverse Claim,\n      which ownership interest shall be a perfected first priority ownership\n      interest upon the filing of the financing statements referred to in\n      SECTION 3.02(J). No effective financing statement or other instrument\n      similarly in effect covering any Contract or any Pool Receivable or\n      Related Security or Collections with respect thereto is on file in any\n      recording office, except those filed in favor of the Administrative Agent\n      relating to this Agreement and the Parallel Purchase Commitment or in\n      favor of the Seller and the Administrative Agent relating to the\n      Receivables Contribution and Sale Agreement.\n\n            (i) Each Daily Report, Weekly Report and Monthly Report (if prepared\n      by the Seller or one of its Affiliates, or to the extent that information\n      contained therein is supplied by the Seller or any Affiliate thereof),\n      information, exhibit, financial statement, or other report or document\n      furnished or to be furnished at any time by or on behalf of the Seller to\n      the Administrative Agent or any Owner in connection with this Agreement is\n      and will be accurate in all material respects as of its date or as of the\n      date so furnished, and no such report or document contains, or will\n      contain, as of its date of delivery or the date so furnished, any untrue\n      statement of a material fact or omits to state, or will omit to state, as\n      of its date of delivery or the date so furnished, a material fact\n      necessary in order to make the statements contained therein, in the light\n      of the circumstances under which they were made, not misleading.\n\n\n                                       54\n\n\n            (j) The principal place of business and chief executive office of\n      the Seller, and the office where the Seller keeps its Records concerning\n      the Pool Receivables, are located at the address specified in Schedule III\n      hereto (or, by notice to the Administrative Agent in accordance with\n      SECTION 5.01(C), at such other locations in jurisdictions, within the\n      United States, where all actions required by SECTION 6.05(A) have been\n      taken and completed).\n\n            (k) The names and addresses of all the Lock-Box Banks, together with\n      the lock-box numbers related to, and the account numbers and owners (any\n      Originator or the Seller, as the case may be) of, the Lock-Box Accounts at\n      such Lock-Box Banks, are specified in Schedule I hereto (or such other\n      Lock-Box Banks and\/or such other Lock-Box Accounts as have been notified\n      to the Administrative Agent in accordance with SECTION 5.03(d)), SUBJECT,\n      HOWEVER, to the provisions of SECTION 5.01(N).\n\n            (l) Each Purchase of a Receivable Interest and each reinvestment of\n      Collections in Pool Receivables will constitute (i) a \"current\n      transaction\" within the meaning of SECTION 3(A)(3) of the Securities Act\n      of 1933, as amended, and (ii) a purchase or other acquisition of notes,\n      drafts, acceptances, open accounts receivable or other obligations\n      representing part or all of the sales price of merchandise, insurance or\n      services within the meaning of SECTION 3(C)(5) of the Investment Company\n      Act of 1940, as amended.\n\n            (m) First: Since the date of its formation, the Seller has not\n      engaged in any activity other than that contemplated by the Transaction\n      Documents or entered into any commitment or incurred any Debt other than\n      pursuant to, or as permitted under, the Transaction Documents.\n\n                  Second: On the First Closing Date, the Seller had initial\n      capitalization of at least $1,000 in cash.\n\n            (n) The Seller has not maintained, contributed to or incurred or\n      assumed any obligation with respect to any Plan, Multiemployer Plan or\n      Welfare Plan.\n\n            (o) The Seller has not sold, assigned, transferred, pledged or\n      hypothecated any interest in any Pool Receivable or the Collections with\n      respect thereto to any Person other than as contemplated by this Agreement\n      and the Parallel Purchase Commitment.\n\n            (p) The Seller has complied with the Credit and Collection Policy in\n      all material respects and since the Amendment Closing Date there has been\n      no change in the Credit and Collection Policy except as permitted\n      hereunder.\n\n            (q) The Seller has not extended or modified the terms of any Pool\n      Receivable or the Contract under which any such Pool Receivable arose,\n      except in accordance with the Credit and Collection Policy.\n\n            (r) Except under the Collection Notices, the Seller has not granted\n      any Person dominion or control of any Lock-Box Account, or the right to\n      take dominion or control over any Lock-Box Account at a future time or\n      upon the occurrence of a future event, \n\n\n                                       55\n\n\n      PROVIDED, HOWEVER, that this subsection (r) shall not be effective until,\n      and it shall be effective at all times after, the end of the 45 days\n      referred to in SECTION 5.01(N).\n\n            (s) With respect to each transfer to it of any Pool Receivables, the\n      Seller has either (i) purchased such Pool Receivables from a Originator in\n      exchange for payment (made by the Seller to such Originator in accordance\n      with the provisions of the Receivables Contribution and Sale Agreement) in\n      an amount which constitutes fair consideration and approximates fair\n      market value for such Pool Receivables and in a sale the terms and\n      conditions of which (including, without limitation, the purchase price\n      thereof) reasonably approximate an arm's-length transaction between\n      unaffiliated parties or (ii) acquired such Pool Receivables from such\n      Originator as a capital contribution in accordance with the provisions of\n      the Receivables Contribution and Sale Agreement. No such sale, and no such\n      contribution, has been made for or on account of an antecedent debt owed\n      by such Originator to the Seller and no such sale or contribution is or\n      may be voidable or subject to avoidance under any section of the U.S.\n      Bankruptcy Code.\n\n            (t) Except for instances in which an extension has been granted by\n      the relevant taxing authority, the Seller has filed, or caused to be filed\n      or be included in, all tax reports and returns (federal, state, local and\n      foreign), if any, required to be filed by it and paid, or caused to be\n      paid, all amounts of taxes, including interest and penalties, required to\n      be paid by it, except for such taxes (i) as are being contested in good\n      faith by proper proceedings and (ii) against which adequate reserves shall\n      have been established in accordance with and to the extent required by\n      GAAP, but only so long as the proceedings referred to in clause (i) above\n      could not subject the Administrative Agent or any other Indemnified Party\n      to any civil or criminal penalty or liability or involve any material risk\n      of the loss, sale or forfeiture of any property, rights or interests\n      covered hereunder or under the Receivables Contribution and Sale\n      Agreement.\n\n            (u) Each Pool Receivable is effective to create, and has created, a\n      legal, valid and binding obligation of the related Obligor to pay the\n      Outstanding Balance of such Pool Receivable created thereunder and any\n      accrued interest thereon, enforceable against such Obligor in accordance\n      with its terms, except as may be limited by applicable bankruptcy,\n      insolvency, reorganization or other similar laws relating to or limiting\n      creditors' rights generally and by general principles of equity\n      (regardless of whether enforcement is sought in a proceeding in equity or\n      at law).\n\n            (v) The Seller is neither a \"holding company\" nor a \"subsidiary\n      holding company\" of a \"holding company\" within the meaning of the Public\n      Utility Holding Company Act of 1935, as amended, or any successor statute.\n      The Seller is not an \"investment company\" within the meaning of the\n      Investment Company Act of 1940, as amended, or any successor statute.\n\n            (w) The Seller has not used any corporate names, trade names or\n      assumed names other than the name in which it has executed this Agreement.\n\n\n                                       56\n\n\n            (x) Each SCA Adjustment has been applied to each Pool Receivable\n      applicable thereto within 30 days after the date of the invoice relating\n      to such Pool Receivable.\n\n            SECTION 4.02 REPRESENTATIONS AND WARRANTIES OF THE SERVICER. The\nServicer represents and warrants as follows:\n\n            (a) The Servicer is a corporation duly incorporated, validly\n      existing and in good standing under the laws of the jurisdiction of its\n      organization. Except where failure could not be a Material Adverse Event,\n      the Servicer (a) is duly qualified to transact business and is in good\n      standing in each jurisdiction where the nature and extent of its business\n      and properties require the same, and (b) possesses all requisite\n      authority, power, licenses, approvals, permits, Authorizations, and\n      franchises to use its assets and conduct its business as is now being, or\n      is contemplated herein to be, conducted. The Servicer has obtained all\n      Authorizations of the FCC and any applicable PUC necessary to conduct its\n      businesses, and all such Authorizations are in full force and effect,\n      without conditions, except such conditions as are generally applicable to\n      holders of such Authorizations.\n\n            (b) The execution, delivery and performance by the Servicer of each\n      of this Agreement and the other Transaction Documents to which the\n      Servicer is a party, and the transactions contemplated hereby and thereby,\n      are within the Servicer's corporate powers, have been duly authorized by\n      all necessary corporate action, do not (i) contravene the Servicer's\n      charter or bylaws, (ii) violate any law, rule, regulation, order, writ,\n      judgment, injunction, decree, determination or award binding on or\n      affecting the Servicer or any of its properties, or (iii) breach or result\n      in a default under, or result in the acceleration of (or entitle any party\n      to accelerate) the maturity of any obligation of the Servicer under, or\n      result in or require the creation of any lien upon or security interest in\n      any property of the Servicer pursuant to the terms of, any credit or loan\n      agreement, indenture, or other agreement or instrument binding on or\n      affecting the Servicer or any of its properties. Each of this Agreement\n      and the other Transaction Documents to which the Servicer is a party have\n      been duly executed and delivered by the Servicer.\n\n            (c) No authorization or approval or other action by, and no notice\n      to or filing with, any governmental authority or regulatory body or other\n      Person is required for the due execution, delivery and performance by the\n      Servicer of this Agreement or any of the other Transaction Documents to\n      which the Servicer is a party.\n\n            (d) This Agreement and the other Transaction Documents to which the\n      Servicer is a party are the legal, valid and binding obligations of the\n      Servicer enforceable against the Servicer in accordance with their\n      respective terms, subject to bankruptcy, insolvency, reorganization,\n      moratorium or similar laws affecting the rights of creditors generally and\n      to general equitable principles.\n\n            (e) There is no pending or, to the knowledge of the Servicer,\n      threatened action, suit or proceeding affecting the Servicer or any of its\n      subsidiaries, or its property or the property of any of its subsidiaries,\n      before any court, governmental agency or arbitrator that, if determined\n      adversely to the Servicer or any such subsidiary, could be a \n\n\n                                       57\n\n\n      Material Adverse Event, or that purports to affect the legality, validity\n      or enforceability of this Agreement or any of the other Transaction\n      Documents to which the Servicer is a party.\n\n            (f) Each Daily Report, Weekly Report and Monthly Report (in each\n      case if prepared by the Servicer or any Affiliate thereof, or to the\n      extent that information contained therein is supplied by the Servicer or\n      any Affiliate thereof), notice or other written item of information,\n      exhibit, financial statement, document, book, record or report furnished\n      or to be furnished at any time by the Servicer to any Indemnified Party in\n      each case in connection with any Transaction Document is or will be\n      accurate in all material respects as of its date or as of the date so\n      furnished, and no such report or document contains or will contain any\n      untrue statement of a material fact or omits to state, or will omit to\n      state, as of its date of delivery or the date so furnished, a material\n      fact necessary in order to make the statements contained therein, in the\n      light of the circumstances under which they were made, not misleading.\n\n            (g) The Servicer is neither a \"holding company\" nor a \"subsidiary\n      holding company\" of a \"holding company\" within the meaning of the Public\n      Utility Holding Company Act of 1935, as amended, or any successor statute.\n      The Servicer is not an \"investment company\" within the meaning of the\n      Investment Company Act of 1940, as amended, or any successor statute.\n\n            (h) [Intentionally Omitted].\n\n            (i) The Servicer has complied with the Credit and Collection Policy\n      in all material respects and since the Amendment Closing Date there has\n      been no change in the Credit and Collection Policy except as permitted\n      hereunder.\n\n                                    ARTICLE V\n\n                GENERAL COVENANTS OF THE SELLER AND THE SERVICER\n\n            SECTION 5.01 AFFIRMATIVE COVENANTS OF THE SELLER. Until the later of\nthe Facility Termination Date and the date upon which no Capital for any\nReceivable Interest shall be existing and all other amounts payable by the\nSeller hereunder shall be paid in full, the Seller shall, unless the Majority\nManaging Agents shall otherwise consent in writing:\n\n            (a) COMPLIANCE WITH LAWS, ETC. Comply in all material respects with\n      all applicable laws, rules, regulations and orders with respect to it and\n      all Pool Receivables and related Contracts, Related Security and\n      Collections with respect thereto.\n\n            (b) PRESERVATION OF CORPORATE EXISTENCE. Preserve and maintain its\n      corporate existence, rights, franchises and privileges in the jurisdiction\n      of its incorporation, and qualify and remain qualified in good standing as\n      a foreign corporation in each jurisdiction where the failure to preserve\n      and maintain such qualification would materially adversely affect the\n      interests of the Owners, the Managing Agents or the Administrative Agent\n      hereunder or in the Pool Receivables and Related Security, or the ability\n      of the Seller or \n\n\n                                       58\n\n\n      the Servicer to perform their respective obligations hereunder or the\n      ability of the Seller to perform its obligations under the Contracts.\n\n            (c) OFFICES, RECORDS AND BOOKS OF ACCOUNTS. (i) Keep its principal\n      place of business and chief executive office and the offices where it\n      keeps its Records concerning the Pool Receivables and the Related Security\n      at the address of the Seller referred to in SECTION 4.01(J) or, upon at\n      least 30 days' prior written notice to the Administrative Agent, at any\n      other location in a jurisdiction where all actions required by SECTION\n      6.05(A) shall have been taken, and (ii) maintain and implement\n      administrative and operating procedures (including, without limitation, an\n      ability to recreate records evidencing Pool Receivables in the event of\n      the destruction of the originals thereof), and keep and maintain all\n      documents, books, records and other information reasonably necessary or\n      advisable for the collection of all Pool Receivables (including, without\n      limitation, records adequate to permit the daily identification of each\n      Pool Receivable, the Outstanding Balance of each Pool Receivable and the\n      dates which payments are due thereon and all Collections of and\n      adjustments to each existing Pool Receivable).\n\n            (d) PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND\n      COLLECTION POLICY. At its expense, timely and fully (i) perform, or cause\n      to be performed, and comply in all material respects with, or cause to be\n      complied with in all material respects, all material provisions, covenants\n      and other promises required to be observed by it under the Contracts\n      related to the Pool Receivables, and timely and fully comply in all\n      material respects with the Credit and Collection Policy in regard to each\n      Pool Receivable and the related Contract and (ii) as beneficiary of any\n      Related Security, enforce such Related Security as reasonably requested by\n      the Administrative Agent.\n\n            (e) EXAMINATION OF RECORDS, AUDITS. (i) From time to time during\n      regular business hours as requested by the Administrative Agent or any\n      Managing Agent upon two Business Days' notice (PROVIDED, HOWEVER, that no\n      such notice shall be required upon the occurrence or during the\n      continuance of an Event of Termination or Potential Event of Termination),\n      permit the Administrative Agent or such Managing Agent, or its agents or\n      representatives, (A) to examine and make copies of and abstracts from all\n      Records in the possession or under the control of the Servicer, any\n      Originator, the Seller, their respective Affiliates or the agents of the\n      Servicer, any Originator, the Seller or their respective Affiliates,\n      relating to Pool Receivables and the Related Security, including, without\n      limitation, the related Contracts, and (B) to visit the offices and\n      properties of the Servicer, any Originator, the Seller, their respective\n      Affiliates or the agents of the Servicer, any Originator, the Seller or\n      their respective Affiliates, for the purpose of examining such materials\n      described in clause (A) above, and to discuss matters relating to Pool\n      Receivables and the Related Security or the Servicer's or the Seller's\n      performance hereunder or under the Contracts with any of the officers or\n      employees of the Seller having knowledge of such matters, and (ii) within\n      110 days after the end of each fiscal year of the Seller commencing with\n      the fiscal year of the Seller ending on December 31, 2001, and at the\n      request of the Administrative Agent (with the consent or at the request of\n      the Majority Managing Agents) at any time and from time to time upon the\n      occurrence and during the continuance of any Event of Termination or\n      Potential Event of Termination or any other event or circumstance which\n      the Majority Managing Agents \n\n\n                                       59\n\n\n      reasonably determine to be for a special audit to be conducted, at the\n      expense of the Seller, cause independent public accountants approved by\n      the Administrative Agent to perform, and deliver to the Administrative\n      Agent, a written report of an audit conducted by such accountants with\n      respect to the Pool Receivables, Credit and Collection Policy, Lock-Box\n      Account activity and the Servicer's and the Seller's performance of its\n      obligations under this Agreement, the Fee Letters and the Receivables\n      Contribution and Sale Agreement on a scope and in a form reasonably\n      requested by the Administrative Agent for such audit.\n\n            (f) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. (i) Keep, or cause to\n      be kept, proper books of record and account, which shall be maintained or\n      caused to be maintained by the Seller and shall be separate and apart from\n      those of any Affiliate of the Seller, in which full and correct entries\n      shall be made of all financial transactions and the assets and businesses\n      of the Seller in accordance with GAAP, and (ii) upon the occurrence and\n      during the continuance of an Event of Termination or Potential Event of\n      Termination, and at the request of the Administrative Agent or any\n      Managing Agent, provide Records with respect to the Pool Receivables to\n      such Administrative Agent or Managing Agent.\n\n            (g) DEPOSITS TO LOCK-BOX ACCOUNTS. Instruct all Obligors to make\n      payments in respect of Pool Receivables to a Lock-Box Account, which after\n      the end of the 45 days referred to in SECTION 5.01(N) shall be owned by,\n      and held in the name of the Seller, and, if the Seller shall otherwise\n      receive any Collections (including, without limitation, any Collections\n      deemed to have been received by the Seller pursuant to SECTION 2.07),\n      segregate and hold in trust (in accordance with the provisions of SECTION\n      6.02(B)) such Collections and deposit such Collections, or cause such\n      Collections to be deposited, to a Lock-Box Account within one Business Day\n      following such receipt.\n\n            (h) MAINTENANCE OF SEPARATE EXISTENCE. Do all things necessary to\n      maintain its corporate existence separate and apart from any Originator\n      and other Affiliates of the Seller, including, without limitation, (i)\n      maintaining proper corporate records and books of account separate from\n      those of such Affiliates; (ii) maintaining its assets, funds and\n      transactions separate from those of such Affiliates, reflecting such\n      assets, funds and transactions in financial statements separate and\n      distinct from those of such Affiliates, and evidencing such assets, funds\n      and transactions by appropriate entries in the records and books referred\n      to in clause (i) above, and providing for its own operating expenses and\n      liabilities from its own assets and funds other than certain expenses and\n      liabilities relating to basic corporate overhead which may be allocated\n      between the Seller and such Affiliates; (iii) holding such appropriate\n      meetings or obtaining such appropriate consents of its Board of Directors\n      as are necessary to authorize all the Seller's corporate actions required\n      by law to be authorized by the Board of Directors, keeping minutes of such\n      meetings and of meetings of its stockholders and observing all other\n      customary corporate formalities (and any successor Seller not a\n      corporation shall observe similar procedures in accordance with its\n      governing documents and applicable law); (iv) at all times entering into\n      its contracts and otherwise holding itself out to the public under the\n      Seller's own name as a legal entity separate and distinct from such\n      Affiliates; and (v) conducting all transactions and dealings between the\n      Seller and such Affiliates on an arm's-length basis.\n\n\n                                       60\n\n\n            (i) COMPLIANCE WITH OPINION ASSUMPTIONS AND CHARTER AND BY-LAWS.\n      Without limiting the generality of subsection (h) above, maintain in place\n      all policies and procedures, and take and continue to take all actions,\n      described in the assumptions as to facts set forth in, and forming the\n      basis of, the opinions set forth in the opinion delivered to the\n      Administrative Agent pursuant to SECTION 3.01(F)(I), and comply with, and\n      cause compliance with, the provisions of the charter and by-laws of the\n      Seller delivered to the Administrative Agent pursuant to the Original\n      Agreement as the same may, from time to time, be amended, supplemented or\n      otherwise modified with the prior written consent of the Administrative\n      Agent.\n\n            (j) PURCHASE OF POOL RECEIVABLES FROM AN ORIGINATOR. With respect to\n      each Pool Receivable acquired from any Originator by the Seller other than\n      as a capital contribution, pay to such Originator (in accordance with the\n      Receivables Contribution and Sale Agreement) an amount which constitutes\n      fair consideration and approximates fair market value for such Pool\n      Receivable and in a sale the terms and conditions of which (including,\n      without limitation, the purchase price thereof) reasonably approximate an\n      arm's-length transaction between unaffiliated parties.\n\n            (k) NATURE OF BUSINESS AND PERMITTED TRANSACTIONS. Engage solely in\n      the following businesses and transactions, directly or indirectly,\n      purchasing Receivables and Related Security from each Originator and\n      selling interests in such Receivables and Related Security to the Owners\n      hereunder and the other transactions permitted or contemplated hereby.\n\n            (l) RECEIVABLES CONTRIBUTION AND SALE AGREEMENT. At its expense,\n      timely and fully perform and comply in all material respects with all\n      provisions, covenants and other promises required to be observed by it\n      under the Receivables Contribution and Sale Agreement, maintain the\n      Receivables Contribution and Sale Agreement in full force and effect,\n      enforce the Receivables Contribution and Sale Agreement in accordance with\n      its terms, take all such action to such end as may be from time to time\n      reasonably requested by the Administrative Agent, and make to any party to\n      the Receivables Contribution and Sale Agreement such demands and requests\n      for information and reports or for action as the Seller is entitled to\n      make thereunder and as may be from time to time reasonably requested by\n      the Administrative Agent.\n\n            (m) TAXES. File all tax returns and reports required by law to be\n      filed by it, promptly pay all taxes and governmental charges at any time\n      owing, except any such taxes which are not yet delinquent or are being\n      diligently contested in good faith by appropriate proceedings and for\n      which adequate reserves in accordance with GAAP shall have been set aside\n      on its books, and pay when due any taxes payable in connection with the\n      Receivables, exclusive of taxes on or measured by income or gross receipts\n      of the Administrative Agent, any Managing Agent or any Purchaser.\n\n            (n) LOCK-BOX ACCOUNTS AND COLLECTION NOTICES. (i) As soon as\n      possible but not later than the day that shall occur 30 days after the New\n      Closing Date, (A) cause the ownership of the Lock-Box Accounts in which at\n      least 75% of the Recent Collections were deposited, to be transferred to,\n      and in the name of, the Seller and (B) deliver or \n\n\n                                       61\n\n\n      cause to be delivered to the Administrative Agent a Collection Notice with\n      respect to each such Lock-Box Account executed by its respective Lock-Box\n      Bank and the owner of such Lock-Box Account (that is, the Seller) and (ii)\n      as soon as possible but not later than the day that shall occur 45 days\n      after the New Closing Date, (A) cause the ownership of all the Lock-Box\n      Accounts to be transferred to, and in the name of, the Seller and (B)\n      deliver or cause to be delivered to the Administrative Agent a Collection\n      Notice with respect to each such Lock-Box Account executed by its\n      respective Lock-Box Bank and the owner of such Lock-Box Account (that is,\n      the Seller).\n\n            (o) SCA ADJUSTMENTS. Apply each SCA Adjustment, or cause each SCA\n      Adjustment to be applied, to each Pool Receivable applicable thereto\n      within 30 days after the date of the invoice relating to such Pool\n      Receivable.\n\n            (p) NET WORTH. Maintain an excess of total assets over total\n      liabilities of not less than 10% of the aggregate Outstanding Balance of\n      the Pool Receivables from time to time.\n\n            (q) TRACKING SYSTEM. (1) Maintain an administrative and operating\n      procedure and computer system capable of identifying each Receivable\n      originated by any Originator other than Telecom or UUNET that, consistent\n      with the Credit and Collection Policy, is written off the Seller's or any\n      Originator's (other than Telecom's or UUNET's) books as uncollectible\n      prior to the expiration of 150 days from the original due date for payment\n      thereof; (2) within 180 days of the Amendment Closing Date and thereafter,\n      maintain an administrative and operating procedure and computer system\n      capable of identifying each Receivable originated by Telecom that,\n      consistent with the Credit and Collection Policy, is written off the\n      Seller's or Telecom's books as uncollectible prior to the expiration of\n      120 days from the original due date for payment thereof, provided,\n      however, that during the period of time that begins with the Amendment\n      Closing Date and ends with 180 days thereafter, Servicer shall establish\n      and maintain a methodology agreed to by both Servicer and Administrative\n      Agent which methodology shall determine the amount of such write-offs; and\n      (3) maintain an administrative and operating procedure and computer system\n      capable of identifying each Receivable originated by UUNET that,\n      consistent with the Credit and Collection Policy, is written off the\n      Seller's or UUNET's books as uncollectible prior to the expiration of 150\n      days from the original due date for payment thereof.\n\n            SECTION 5.02 REPORTING REQUIREMENTS OF THE SELLER. Until the later\nof the Facility Termination Date and the date upon which no Capital for any\nReceivable Interest shall be existing and all other amounts payable by the\nSeller hereunder shall be paid in full, the Seller will, unless the\nAdministrative Agent shall otherwise consent in writing, furnish to each\nManaging Agent and the Administrative Agent:\n\n            (a) as soon as available and in any event within 65 days after the\n      end of each of the first three quarters of each fiscal year of the Seller,\n      a balance sheet of the Seller as of the end of such quarter and statements\n      of income and retained earnings and of cash flows of the Seller for the\n      period commencing at the end of the previous fiscal year and \n\n\n                                       62\n\n\n      ending with the end of such quarter, certified by a Senior Financial\n      Officer of the Seller or WORLDCOM;\n\n            (b) as soon as available and in any event within 110 days after the\n      end of each fiscal year of the Seller, a copy of the financial statements\n      for such year for the Seller certified by a Senior Financial Officer of\n      the Seller or WORLDCOM;\n\n            (c) together with the financial statements required hereunder, a\n      compliance certificate in substantially the form of Exhibit J signed by a\n      Senior Financial Officer of the Seller or WORLDCOM and dated the date of\n      such annual financial statement or such quarterly financial statement, as\n      the case may be;\n\n            (d) as soon as possible and in any event within five days after the\n      occurrence of each Event of Termination or Potential Event of Termination,\n      a statement of a Senior Financial Officer of the Seller setting forth\n      details of such Event of Termination or Potential Event of Termination and\n      the action which the Seller has taken and proposes to take with respect\n      thereto;\n\n            (e) at least thirty days prior to the effectiveness of any material\n      change in or material amendment to the Credit and Collection Policy, a\n      copy of the Credit and Collection Policy then in effect and a notice (i)\n      indicating such change or amendment, and (ii) if such proposed change or\n      amendment would be reasonably likely to adversely affect the\n      collectibility of the Pool Receivables or decrease the credit quality of\n      any Obligors of any newly created Receivables, requesting the\n      Administrative Agent's and each Managing Agent's consent thereto (which\n      consent shall not be unreasonably withheld or delayed);\n\n            (f) as soon as possible and in any event within five days of the\n      Seller's knowledge thereof, notice of (i) any litigation, investigation or\n      proceeding against the Seller which may exist at any time and which, in\n      the reasonable judgment of the Seller, could have a material adverse\n      effect on the financial condition or results of operations of the Seller,\n      impair the ability of the Seller to perform its obligations under this\n      Agreement, or materially adversely affect the collectibility of the Pool\n      Receivables, and (ii) any material adverse development in any such\n      previously disclosed litigation, investigation or proceeding; and\n\n            (g) such other information, documents, records or reports respecting\n      the Receivables, the Related Security or the Contracts or the condition or\n      operations, financial or otherwise, of the Seller as the Administrative\n      Agent may from time to time reasonably request.\n\n            SECTION 5.03 NEGATIVE COVENANTS OF THE SELLER. Until the later of\nthe Facility Termination Date and the date upon which no Capital for any\nReceivable Interest shall be existing and all other amounts payable by the\nSeller hereunder shall be paid in full, the Seller will not, without the written\nconsent of the Majority Managing Agents (in the case of subsection (c) below,\nthe written consent of all the Managing Agents):\n\n\n                                       63\n\n\n            (a) SALES, ADVERSE CLAIMS, ETC. Except as otherwise provided herein\n      or in the Parallel Purchase Commitment, sell, assign (by operation of law\n      or otherwise) or otherwise dispose of, or grant any option with respect\n      to, or create or suffer to exist any Adverse Claim upon or with respect\n      to, the Seller's undivided interest in any Pool Receivable or any Related\n      Security or Collections in respect thereof, or upon or with respect to any\n      related Contract or any deposit account to which any Collections of any\n      Pool Receivable are sent (including, without limitation, any Lock-Box\n      Account), or assign any right to receive income in respect thereof.\n\n            (b) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise\n      permitted in SECTION 6.02(B), extend, amend or otherwise modify the terms\n      of any Pool Receivable, or amend, modify or waive any term or condition of\n      any Contract related thereto.\n\n            (c) CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. Make any\n      change in the character of its business or in the Credit and Collection\n      Policy that would, in either case, materially adversely affect the\n      collectibility of the Pool Receivables or decrease the credit quality of\n      any Obligors of any newly created Receivables.\n\n            (d) CHANGE AS TO LOCK-BOX ACCOUNTS. Change or otherwise transfer the\n      ownership of any Lock-Box Account other than to the Seller pursuant to\n      SECTION 5.01(N), or add or terminate any bank as a Lock-Box Bank or any\n      deposit account as a Lock-Box Account from those listed in Schedule I, or\n      make any change in the instructions to Obligors regarding payments to be\n      made to any Lock-Box Account (except for any such change to make payments\n      to another Lock-Box Account that shall be subject to a then existing\n      Collection Notice), unless the Administrative Agent shall have received at\n      least 20 days' prior written notice of such addition, termination or\n      change and shall have received, with respect to each new Lock-Box Account,\n      a Collection Notice executed by the Lock-Box Bank that maintains such\n      Lock-Box Account and the owner of such Lock-Box Account (that is,\n      WORLDCOM, an Originator or the Seller, as the case may be).\n\n            (e) DEPOSITS TO LOCK-BOX ACCOUNTS. Deposit or otherwise credit, or\n      cause or permit to be so deposited or credited, to any Lock-Box Account\n      cash or cash proceeds other than Collections of Pool Receivables, except\n      for cash or cash proceeds (other than Collections of Pool Receivables)\n      that are inadvertently paid or transferred into any Lock-Box Account and\n      are removed by the Seller or the Servicer from such Lock-Box Account as\n      soon as possible, but in any event no later than two Business Days, after\n      the Seller or the Servicer shall have knowledge of such payment or\n      transfer.\n\n            (f) CHANGE OF NAME, ETC. Change its name, identity, form of legal\n      structure or jurisdiction of organization, unless, at least five Business\n      Days prior to the effective date of any such change, the Seller delivers\n      to the Administrative Agent (i) UCC financing statements, executed by the\n      Seller and, if applicable, the Originator, necessary to reflect such\n      change and to continue the perfection of the ownership interests in the\n      Receivable Interests contemplated by this Agreement, (ii) if the identity\n      or structure of the Seller has changed and such change adversely affects\n      the rights of the Administrative Agent under then existing Collection\n      Notices with the Seller, WORLDCOM or any Originator to take control of the\n      Lock-Box Accounts pursuant to SECTION 6.03(A), new \n\n\n                                       64\n\n\n      Collection Notices executed by the Seller, WORLDCOM, or any Originator, as\n      applicable, and the Lock-Box Banks, to the extent necessary to reflect\n      such changes and to continue to enable the Administrative Agent to\n      exercise such rights and (iii) all other instruments and other documents\n      reasonably requested by the Administrative Agent in connection with such\n      change.\n\n            (g) DEBT. Except as otherwise provided herein or in the Receivables\n      Contribution and Sale Agreement or the Parallel Purchase Commitment,\n      create, incur, assume or suffer to exist any Debt.\n\n            (h) LEASE OBLIGATIONS. Except as contemplated by the Seller's\n      charter, create, incur, assume or suffer to exist any obligations as\n      lessee for the rental or lease of real or personal property.\n\n            (i) ERISA. Adopt, maintain, contribute to or incur or assume any\n      obligation with respect to any Plan, Multiemployer Plan or Welfare Plan.\n\n            (j) INVESTMENTS IN OTHER PERSONS. Except as otherwise provided\n      herein (including, without limitation, the Demand Note) or in the\n      Receivables Contribution and Sale Agreement or the Parallel Purchase\n      Commitment, make or hold any Investment in any Person.\n\n            (k) SALES, ETC., OF ASSETS. Except as contemplated by this Agreement\n      or the Parallel Purchase Commitment, sell, lease, transfer or otherwise\n      dispose of any assets.\n\n            (l) MERGER, ETC. Consolidate with or merge into any other Person.\n\n            (m) ORGANIZATIONAL DOCUMENTS. Amend, supplement or otherwise modify\n      its charter or by-laws furnished to the Administrative Agent pursuant to\n      SECTION 3.02.\n\n            (n) ACCOUNTING. Account for (including for accounting and tax\n      purposes) or otherwise treat the transactions contemplated by the\n      Receivables Contribution and Sale Agreement in any manner other than as\n      sales of Receivables by each Originator to the Seller, or account for\n      (other than for tax purposes) or otherwise treat the transactions\n      contemplated by this Agreement or the Parallel Purchase Commitment in any\n      manner other than as sales of Receivable Interests by the Seller to the\n      Administrative Agent for the account of each Purchaser.\n\n            (o) RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, ETC. (i) Cancel or\n      terminate the Receivables Contribution and Sale Agreement or the\n      Subordinated Notes or the Demand Note or consent to or accept any\n      cancellation or termination thereof, (ii) amend, supplement or otherwise\n      modify any term or condition of the Receivables Contribution and Sale\n      Agreement or the Subordinated Notes or the Demand Note or give any\n      consent, waiver or approval thereunder, (iii) waive any default under or\n      breach of the Receivables Contribution and Sale Agreement or the\n      Subordinated Notes or the Demand Note or (iv) take any other action under\n      the Receivables Contribution and Sale Agreement or the Subordinated Notes\n      or the Demand Note not required by the terms \n\n\n                                       65\n\n\n      thereof that would impair the value of the rights or interests of the\n      Seller thereunder or of the Administrative Agent or any Owner or\n      Indemnified Party hereunder or thereunder.\n\n            (p) METHOD OF CALCULATING SCA ADJUSTMENTS. Change the method\n      currently used for calculating SCA Adjustments in a manner which would\n      result in a delay in the application of such SCA Adjustments.\n\n            (q) COVERAGE. Permit the aggregate undivided percentage interest of\n      all Receivable Interests and all \"Receivable Interests\" under the Parallel\n      Purchase Commitment to exceed the Receivable Interest Percent then in\n      effect.\n\n            (r) RESTRICTED JUNIOR PAYMENTS. From and after the Termination Date,\n      make any Restricted Junior Payment if, after giving effect thereto, the\n      Seller would fail to perform or observe its obligations set forth in\n      SECTION 5.03(Q).\n\n            SECTION 5.04 AFFIRMATIVE COVENANTS OF THE SERVICER. Until the later\nof the Facility Termination Date and the date upon which no Capital for any\nReceivable Interest shall be existing and all other amounts payable by the\nSeller hereunder shall be paid in full, the Servicer will, unless the Majority\nManaging Agents shall otherwise consent in writing:\n\n            (a) OFFICES, RECORDS AND BOOKS OF ACCOUNTS. Maintain and implement\n      administrative and operating procedures (including, without limitation, an\n      ability to recreate records evidencing Pool Receivables in the event of\n      the destruction of the originals thereof), and keep and maintain all\n      documents, books, records and other information reasonably necessary or\n      advisable for the collection of all Pool Receivables (including, without\n      limitation, records adequate to permit the daily identification of each\n      Pool Receivable, the Outstanding Balance of each Pool Receivable and the\n      dates which payments are due thereon and all Collections of and\n      adjustments to each existing Pool Receivable).\n\n            (b) PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND\n      COLLECTION POLICY. At its expense, timely and fully (i) perform, or cause\n      to be performed, and comply in all material respects with, or cause to be\n      complied with in all material respects, all material provisions, covenants\n      and other promises required to be observed by it under the Contracts\n      related to the Pool Receivables, and timely and fully comply in all\n      material respects with the Credit and Collection Policy in regard to each\n      Pool Receivable and the related Contract and (ii) as beneficiary of any\n      Related Security, enforce such Related Security as reasonably requested by\n      the Administrative Agent.\n\n            (c) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. (i) Keep, or cause to\n      be kept, proper books of record and account in which full and correct\n      entries shall be made of all financial transactions and the assets and\n      businesses of the Servicer in accordance with GAAP, and (ii) upon the\n      occurrence and during the continuance of an Event of Termination or\n      Potential Event of Termination, and at the request of the Administrative\n      Agent or any Managing Agent, provide Records with respect to the Pool\n      Receivables to such Administrative Agent or Managing Agent.\n\n\n                                       66\n\n\n            (d) DEPOSITS TO LOCK-BOX ACCOUNTS. Instruct all Obligors to make\n      payments in respect of Pool Receivables to a Lock-Box Account and, if the\n      Servicer shall otherwise receive any Collections, segregate and hold in\n      trust (in accordance with the provisions of SECTION 6.02(B)) such\n      Collections and deposit such Collections, or cause such Collections to be\n      deposited, to a Lock-Box Account within one Business Day following such\n      receipt.\n\n            (e) LOCK-BOX ACCOUNTS AND COLLECTION NOTICES. (i) As soon as\n      possible but not later the day that shall occur 30 days after the New\n      Closing Date, (A) cause the ownership of the Lock-Box Accounts in which at\n      least 75% of the Recent Collections were deposited, to be transferred to,\n      and in the name of, the Seller and (B) deliver or cause to be delivered to\n      the Administrative Agent a Collection Notice with respect to each such\n      Lock-Box Account executed by its respective Lock-Box Bank and the owner of\n      such Lock-Box Account (that is, the Seller) and (ii) as soon as possible\n      but not later than the day that shall occur 45 days after the New Closing\n      Date, (A) cause the ownership of all the Lock-Box Accounts to be\n      transferred to, and in the name of, the Seller and (B) deliver or cause to\n      be delivered to the Administrative Agent a Collection Notice with respect\n      to each such Lock-Box Account executed by its respective Lock-Box Bank and\n      the owner of such Lock-Box Account (that is, the Seller).\n\n            (f) SCA ADJUSTMENTS. Apply each SCA Adjustment, or cause each SCA\n      Adjustment to be applied, to each Pool Receivable applicable thereto\n      within 30 days after the date of the invoice relating to such Pool\n      Receivable.\n\n            (g) TRACKING SYSTEM. (1) Maintain an administrative and operating\n      procedure and computer system capable of identifying each Receivable\n      originated by any Originator other than Telecom or UUNET that, consistent\n      with the Credit and Collection Policy, is written off the Seller's or any\n      Originator's (other than Telecom's or UUNET's) books as uncollectible\n      prior to the expiration of 150 days from the original due date for payment\n      thereof; (2) within 180 days of the Amendment Closing Date and thereafter,\n      maintain an administrative and operating procedure and computer system\n      capable of identifying each Receivable originated by Telecom that,\n      consistent with the Credit and Collection Policy, is written off the\n      Seller's or Telecom's books as uncollectible prior to the expiration of\n      120 days from the original due date for payment thereof, provided,\n      however, that during the period of time that begins with the Amendment\n      Closing Date and ends with 180 days thereafter, Servicer shall establish\n      and maintain a methodology agreed to by both Servicer and Administrative\n      Agent which methodology shall determine the amount of such write-offs; and\n      (3) maintain an administrative and operating procedure and computer system\n      capable of identifying each Receivable originated by UUNET that,\n      consistent with the Credit and Collection Policy, is written off the\n      Seller's or UUNET's books as uncollectible prior to the expiration of 150\n      days from the original due date for payment thereof.\n\n            SECTION 5.05 NEGATIVE COVENANTS OF THE SERVICER. Until the later of\nthe Facility Termination Date and the date upon which no Capital for any\nReceivable Interest shall be existing and all other amounts payable by the\nSeller hereunder shall be paid in full, the Servicer will not, without the\nwritten consent of the Majority Managing Agents (in the case of subsection (b)\nbelow, the written consent of all the Managing Agents):\n\n\n                                       67\n\n\n            (a) EXTENSION OR AMENDMENT OF RECEIVABLES. Except as otherwise\n      permitted in SECTION 6.02(B), extend, amend or otherwise modify the terms\n      of any Pool Receivable, or amend, modify or waive any term or condition of\n      any Contract related thereto.\n\n            (b) CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. Make any\n      change in the character of its business or in the Credit and Collection\n      Policy that would, in either case, materially adversely affect the\n      collectibility of the Pool Receivables or decrease the credit quality of\n      any Obligors of any newly created Receivables.\n\n            (c) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. Add or terminate any\n      bank as a Lock-Box Bank or any deposit account as a Lock-Box Account from\n      those listed in Schedule I, or make any change in the instructions to\n      Obligors regarding payments to be made to any Lock-Box Account (except for\n      any such change to make payments to another Lock-Box Account that shall be\n      subject to a then existing Collection Notice), unless the Administrative\n      Agent shall have received at least 20 days' prior written notice of such\n      addition, termination or change and shall have received, with respect to\n      each new Lock-Box Account, a Collection Notice executed by the Lock-Box\n      Bank that maintains such Lock-Box Account and the owner of such Lock-Box\n      Account (that is, WORLDCOM, an Originator or the Seller, as the case may\n      be).\n\n            (d) DEPOSITS TO LOCK-BOX ACCOUNTS. Deposit or otherwise credit, or\n      cause or permit to be so deposited or credited, to any Lock-Box Account\n      cash or cash proceeds other than Collections of Pool Receivables, except\n      for cash or cash proceeds (other than Collections of Pool Receivables)\n      that are inadvertently paid or transferred into any Lock-Box Account and\n      are removed by the Seller or the Servicer from such Lock-Box Account as\n      soon as possible, but in any event no later than two Business Days, after\n      the Seller or the Servicer shall have knowledge of such payment or\n      transfer.\n\n            (e) METHOD OF CALCULATING SCA ADJUSTMENTS. Change the method\n      currently used for calculating SCA Adjustments in a manner which would\n      result in a delay in the application of such SCA Adjustments.\n\n                                   ARTICLE VI\n\n                          ADMINISTRATION AND COLLECTION\n\n            SECTION 6.01 DESIGNATION OF SERVICER. The Pool Receivables shall be\nserviced, administered and collected by the Person (the \"SERVICER\") designated\nto do so from time to time in accordance with this SECTION 6.01. Until the\nAdministrative Agent (with the consent or at the request of the Majority\nManaging Agents) designates a new Servicer, WORLDCOM is hereby designated as,\nand hereby agrees to perform the duties and obligations of, the Servicer\npursuant to the terms hereof. The Administrative Agent may (with the consent or\nat the request of the Majority Managing Agents), at any time upon the occurrence\nand during the continuance of any Event of Termination, designate as Servicer\nany Person (including itself) to succeed WORLDCOM or any successor Servicer, if\nsuch Person (other than itself) shall agree in writing to perform the duties and\nobligations of the Servicer pursuant to the terms hereof. The Servicer may\nsubcontract with any Originator or, with the prior consent of the Administrative\nAgent (with \n\n\n                                       68\n\n\nthe consent or at the request of the Majority Managing Agents), any other\nPerson, in each case to service, administer or collect any or all of the Pool\nReceivables, PROVIDED that the Person with whom the Servicer so subcontracts\nshall not become the Servicer hereunder and the Servicer shall remain liable for\nthe performance of the duties and obligations of the Servicer pursuant to the\nterms hereof.\n\n            SECTION 6.02 DUTIES OF SERVICER. (a) The Servicer shall take or\ncause to be taken all such commercially reasonable actions as may be necessary\nor advisable to collect each Pool Receivable from time to time, all in\naccordance with applicable laws, rules and regulations, with reasonable care and\ndiligence, and in accordance with the Credit and Collection Policy. Each of the\nSeller, the Purchasers, the Managing Agents and the Administrative Agent hereby\nappoints as its agent the Servicer, from time to time designated pursuant to\nSECTION 6.01, to enforce its respective rights and interests in and under the\nPool Receivables, the Related Security and the related Contracts.\n\n            (b) The Servicer shall set aside and hold in trust (in accordance\nwith the provisions of this SECTION 6.02) for the account of the Seller and each\nOwner their respective allocable shares of the Collections of Pool Receivables\nin accordance with SECTIONS 2.05 and 2.06, but shall not be required, unless\notherwise requested by the Administrative Agent (with the consent or at the\nrequest of the Majority Managing Agents) to segregate the funds constituting\nsuch portion of such Collections prior to the remittance thereof in accordance\nwith such Sections. While holding items in trust, except upon the occurrence and\nduring the continuance of an Event of Termination or Potential Event of\nTermination, the Servicer undertakes to perform only those duties specifically\nset forth in this Agreement and no others, and no implied covenants or\nobligations shall be read into this Agreement against the Servicer in such\ninstances. If instructed by the Administrative Agent (with the consent or at the\nrequest of the Majority Managing Agents), the Servicer shall segregate and\ndeposit with a bank (which may be any of the Managing Agents) designated by the\nAdministrative Agent such allocable share of Collections of Pool Receivables set\naside for each Owner on the first Business Day following receipt by the Servicer\nof such Collections. If no Event of Termination or Potential Event of\nTermination shall have occurred and be continuing, WORLDCOM, while it is the\nServicer, may, in accordance with the Credit and Collection Policy, extend the\nmaturity or adjust the Outstanding Balance of any Defaulted Receivable as\nWORLDCOM may determine to be appropriate to maximize Collections thereof.\n\n            (c) The Servicer shall administer the Collections in accordance with\nthe procedures described herein and in SECTION 2.07. The Servicer shall set\naside and hold in trust (in accordance with the provisions of SECTION 6.02(b))\nfor the account of the Seller in accordance with subsection (b) of this SECTION\n6.02, (i) the Seller's allocable share of the Collections of Pool Receivables\nless all reasonable out-of-pocket costs and expenses of such Servicer of\nservicing, administering and collecting the Pool Receivables to the extent not\ncovered by the Servicer Fee received by it and (ii) the Collections of any\nReceivable which is not a Pool Receivable in accordance with SECTION 2.07. The\nServicer shall, if not WORLDCOM, as soon as practicable following receipt, turn\nover to the Seller any cash collections or other cash proceeds received with\nrespect to Receivables not constituting Pool Receivables.\n\n\n                                       69\n\n\n            (d) The Servicer shall hold as fiduciary for the Seller and each\nOwner, in accordance with their respective interests, all Records that evidence\nor relate to the Pool Receivables. The Servicer shall, upon the occurrence and\nduring the continuance of an Event of Termination or Potential Event of\nTermination, and at the request of the Administrative Agent or any Managing\nAgent, provide Records with respect to Pool Receivables to such Administrative\nAgent or Managing Agent.\n\n            (e) The Servicer shall, from time to time at the request of the\nAdministrative Agent or any Managing Agent, furnish to the Administrative Agent\n(promptly after any such request) a calculation of the amounts of Collections\nattributable to each Receivable Interest pursuant to SECTION 2.05 or 2.06.\n\n            (f) The Servicer shall permit, and shall cause each of its agents\nand subcontractors to permit, from time to time during regular business hours as\nrequested by the Administrative Agent or any Managing Agent upon two Business\nDays' notice (PROVIDED, HOWEVER, that no such notice shall be required upon the\noccurrence or during the continuance of an Event of Termination or Potential\nEvent of Termination), the Administrative Agent or any Managing Agent or any of\ntheir agents or representatives, (i) to examine and make copies of and abstracts\nfrom all Records in the possession or under the control of the Servicer, its\nagents and subcontractors relating to Pool Receivables and the Related Security,\nand (ii) to visit the offices and properties of the Servicer, its agents and\nsubcontractors for the purpose of examining such Records described in clause (i)\nabove, and to discuss matters relating to Pool Receivables and the Related\nSecurity or the Servicer's performance hereunder or under the Contracts with any\nof the officers or employees of the Servicer, its agents and subcontractors\nhaving knowledge of such matters.\n\n            SECTION 6.03 RIGHTS OF THE ADMINISTRATIVE AGENT. (a) The\nAdministrative Agent may, with the consent of the Majority Managing Agents, and\nshall, at the request of the Majority Managing Agents, at any time execute and\ndate, and deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the\nCollection Notices. The Seller and WORLDCOM, each hereby, when the\nAdministrative Agent shall deliver the Lock-Box Notices to the Lock-Box Banks,\ntransfers to the Administrative Agent the exclusive ownership, dominion and\ncontrol of the Lock-Box Accounts to which the Obligors of Pool Receivables shall\nmake payments, and shall take any further action that the Administrative Agent,\nat the request of, or with the consent of, the Majority Managing Agents,\nreasonably request to effect such transfer. In case any authorized signatory of\nthe Seller or WORLDCOM whose signature shall appear on any Lock-Box Notice shall\ncease to have such authority before the delivery of such Lock-Box Notice, such\nsignature shall nevertheless be valid and sufficient for all purposes as if such\nauthority had remained in force at the time of such delivery. Further, the\nAdministrative Agent may at its election, and shall at the request of the\nMajority Managing Agents, notify at any time and at the Seller's expense the\nObligors of Pool Receivables, or any of them, of the ownership of Receivable\nInterests by the Owners.\n\n            (b) At any time following the designation of a Servicer other than\nWORLDCOM pursuant to SECTION 6.01:\n\n\n                                       70\n\n\n                  First: The Administrative Agent may at its election, and shall\n            at the request of the Majority Managing Agents, direct the Obligors\n            of Pool Receivables, or any of them, to make payment of all amounts\n            due or to become due to the Seller under any Pool Receivable\n            directly to the Administrative Agent or its designee.\n\n                  Second: The Seller and WORLDCOM each shall, at the\n            Administrative Agent's request (either at the Administrative Agent's\n            election or at the request of the Majority Managing Agents) and at\n            the Seller's and WORLDCOM's expense, give notice of the Owners'\n            ownership to such Obligors and direct them to make such payments\n            directly to the Administrative Agent or its designee.\n\n                  Third: The Seller and WORLDCOM each shall, at the\n            Administrative Agent's request (either at the Administrative Agent's\n            election or at the request of the Majority Managing Agents), (A)\n            assemble all of the Records which evidence or relate to the Pool\n            Receivables, and the related Contracts and Related Security, or\n            which are otherwise necessary or desirable to collect the Pool\n            Receivables, and shall make the same available to the Administrative\n            Agent at a place selected by the Administrative Agent or its\n            designee, and (B) segregate all cash, checks and other instruments\n            received by it from time to time constituting Collections of Pool\n            Receivables in a manner acceptable to the Administrative Agent and\n            shall, promptly upon receipt, remit all such cash, checks and\n            instruments, duly endorsed or with duly executed instruments of\n            transfer, to the Administrative Agent or its designee.\n\n                  Fourth: The Administrative Agent may at its election, and\n            shall at the request of the Majority Managing Agents, take any and\n            all commercially reasonable steps in the Seller's or WORLDCOM's name\n            and on behalf of the Seller and the Owners necessary or desirable,\n            in the determination of the Administrative Agent, to collect all\n            amounts due under any and all Pool Receivables, including, without\n            limitation, endorsing the Seller's or WORLDCOM's name on checks and\n            other instruments representing Collections, enforcing such Pool\n            Receivables and the related Contracts, and adjusting, settling or\n            compromising the amount or payment thereof, in the same manner and\n            to the same extent as the Seller or WORLDCOM might have done.\n\n            SECTION 6.04 RESPONSIBILITIES OF EACH ORIGINATOR AND THE SELLER.\nAnything herein to the contrary notwithstanding:\n\n            (a) Each of the Seller and each Originator shall perform all of its\n      obligations under the Contracts related to the Pool Receivables to the\n      same extent as if Receivable Interests had not been sold hereunder and the\n      exercise by the Administrative Agent of its rights hereunder shall not\n      release any Originator or the Seller from such obligations or its\n      obligations with respect to Pool Receivables or under the related\n      Contracts; and\n\n            (b) Neither the Administrative Agent, nor any Managing Agent nor the\n      Owners shall have any obligation or liability with respect to any Pool\n      Receivables or \n\n\n                                       71\n\n\n      related Contracts, nor shall any of them be obligated to perform any of\n      the obligations of the Seller thereunder.\n\n            SECTION 6.05 FURTHER ACTIONS EVIDENCING PURCHASES. (a) The Seller\nand the Servicer each agree that from time to time, at the Seller's expense,\neach will promptly execute and deliver all further instruments and documents,\nand take all further action, that may be necessary or desirable, or that the\nAdministrative Agent may at its election, and shall at the request of the\nMajority Managing Agents, reasonably request, in order to perfect, protect or\nmore fully evidence the sale, transfer and assignment of the Receivable\nInterests purchased by the Owners hereunder free and clear of any Adverse Claim\nother than Adverse Claims contemplated by the Transaction Documents, or to\nenable any of them or the Administrative Agent or any Managing Agent to exercise\nand enforce any of their respective rights and remedies hereunder or under the\nCertificates. Without limiting the generality of the foregoing, the Seller and\n(in the case of clause (ii) below) the Servicer will upon the reasonable request\nof the Administrative Agent: (i) execute and file such financing or continuation\nstatements, or amendments thereto or assignments thereof, and such other\ninstruments or notices, as may be necessary or desirable, or as the\nAdministrative Agent may at its election, and shall at the request of the\nMajority Managing Agents, request, in order to perfect, protect or evidence such\nReceivable Interests; and (ii) upon the occurrence and during the continuance of\nan Event of Termination or Potential Event of Termination, provide Records with\nrespect to the Pool Receivables and the related Contracts to the Administrative\nAgent.\n\n            (b) The Seller hereby authorizes the Administrative Agent to file\none or more financing or continuation statements, and amendments thereto and\nassignments thereof, relating to all or any of the Contracts, or Pool\nReceivables and the Related Security and Collections with respect thereto, now\nexisting or hereafter arising, without the signature of the Seller where\npermitted by law. A photocopy or other reproduction of this Agreement or any\nfinancing statement covering all or any of the Contracts, or Pool Receivables\nand the Related Security and Collections with respect thereto, shall be\nsufficient as a financing statement where permitted by law.\n\n            (c) If the Servicer or the Seller fails to perform any agreement\ncontained herein, the Administrative Agent may itself perform, or cause\nperformance of, such agreement, and the reasonable costs and expenses of the\nAdministrative Agent incurred in connection therewith shall be payable by the\nSeller under SECTION 10.01 or SECTION 12.04, as applicable.\n\n            SECTION 6.06 THE CONCENTRATION ACCOUNT AND THE DEPOSIT ACCOUNT. (a)\nOn or prior to the New Closing Date and during the term of this Agreement, the\nServicer, for the benefit of the Indemnified Parties, shall establish and\nmaintain or cause to be established and maintained in the name of the Seller\nwith the Concentration Bank, the Concentration Account, such account bearing a\ndesignation clearly indicating that the funds deposited therein are held for the\nbenefit of the Administrative Agent. The Servicer shall cause Collections of\nPool Receivables to be deposited into the Concentration Account on each Business\nDay as promptly as is reasonably practicable after receipt in a Lock-Box\nAccount, and in any event no later than the day on which such Collections become\navailable funds in such Lock-Box Account.\n\n\n                                       72\n\n\n            (b) Funds on deposit in the Deposit Account, shall, at the written\ndirection of the Servicer or, upon the occurrence and during the continuance of\nany Event of Termination or Potential Event of Termination, in the sole\ndiscretion of the Administrative Agent, be invested by the Administrative Agent\nin Eligible Investments as instructed by the Servicer in writing (which may be a\nstanding instruction) or, upon the occurrence and during the continuance of an\nEvent of Termination or Potential Event of Termination, as determined by the\nAdministrative Agent in its sole discretion. All such Eligible Investments shall\nbe held by the Administrative Agent for the benefit of the Indemnified Parties.\nSuch funds shall be invested in Eligible Investments that will mature so that\nfunds will be available in amounts sufficient for the Administrative Agent to\nmake each distribution required under this Agreement or the Parallel Purchase\nCommitment. All interest and other investment earnings (net of losses and\ninvestment expenses) received on funds on deposit in the Deposit Account, to the\nextent such investment income is not needed to pay the Indemnified Parties or\nany of them under the terms of this Agreement or the Parallel Purchase\nCommitment, shall be added to the Deposit Account and allocated in the manner\nof, and treated as, Collections of Pool Receivables for all purposes of this\nAgreement. The Administrative Agent is hereby authorized, unless otherwise\ndirected in writing by the Servicer, to effect transactions in Eligible\nInvestments through a capital markets affiliate of the Administrative Agent.\n\n                                   ARTICLE VII\n\n                              EVENTS OF TERMINATION\n\n            SECTION 7.01 EVENTS OF TERMINATION. If any of the following events\n(\"EVENTS OF TERMINATION\") shall occur and be continuing:\n\n            (a) (i) The Seller or the Servicer (if WORLDCOM or any of its\n      Affiliates) shall fail to make any payment or deposit of Yield to be made\n      by it hereunder within one Business Day after such payment or deposit is\n      due, (ii) the Seller or the Servicer (if WORLDCOM or any of its\n      Affiliates) shall fail to make any other payment or deposit to be made by\n      it hereunder on the date such payment or deposit is due, or (iii) except\n      as otherwise provided in subsection (c) of this SECTION 7.01, the Servicer\n      (if WORLDCOM or any of its Affiliates) shall fail to perform or observe\n      any other term, covenant or agreement contained in this Agreement or any\n      other Transaction Document to which it is a party on its part to be\n      performed or observed and such failure shall continue for 10 days after\n      the earlier of (A) the date on which written notice thereof shall have\n      been given to the Servicer by the Administrative Agent and (B) the date on\n      which any Senior Financial Officer of the Servicer shall have knowledge of\n      such failure to perform or observe; or\n\n            (b) Any representation or warranty made or deemed made by the\n      Seller, the Servicer (if WORLDCOM or any of its Affiliates), WORLDCOM\n      (other than in its capacity as Servicer) or any Originator (or any of\n      their respective officers) under or in connection with this Agreement, the\n      Parent Undertaking or the Receivables Contribution and Sale Agreement or\n      in any Monthly Report, Weekly Report, Daily Report or any other written\n      report, certificate or information delivered by or on behalf of the\n      Seller, such Servicer, WORLDCOM or any Originator (or any of their\n      respective officers) pursuant \n\n\n                                       73\n\n\n      hereto or thereto, shall prove to have been incorrect in any material\n      respect when made or deemed made or delivered; or\n\n            (c) The Seller or the Servicer (if WORLDCOM or any of its\n      Affiliates) shall fail to perform or observe any term, covenant or\n      agreement contained in SECTION 5.01(E), 5.01(G), 5.01(N), 5.02(D), 5.03,\n      5.04(D), 5.04(E) or 5.05 of this Agreement, or any Originator shall fail\n      to perform or observe any term, covenant or agreement contained in SECTION\n      4.01(G), 4.01(I), 4.01(J)(III) or 4.02 of the Receivables Contribution and\n      Sale Agreement; or\n\n            (d) The Seller, WORLDCOM (other than in its capacity as Servicer),\n      or any Originator shall fail to perform or observe any other term,\n      covenant or agreement contained in any Transaction Document to which it is\n      a party on its part to be performed or observed and any such failure shall\n      remain unremedied for 10 days after written notice thereof shall have been\n      given to the Seller, WORLDCOM or such Originator, as the case may be, by\n      the Administrative Agent; or\n\n            (e) The Seller shall fail to pay any principal of, or premium or\n      interest on, any of its Debt that is outstanding, or WORLDCOM shall fail\n      to pay any principal of, or premium or interest on, any of its Debt that\n      is outstanding in a principal amount of at least $100,000,000, either\n      individually or in the aggregate, in each case, when the same becomes due\n      and payable (whether by scheduled maturity, required prepayment,\n      acceleration, demand or otherwise), and such failure shall continue after\n      the applicable grace period, if any, specified in the agreement or\n      instrument relating to such Debt; or any other event shall occur or\n      condition shall exist under any agreement or instrument relating to any\n      such Debt and shall continue after the applicable grace period, if any,\n      specified in such agreement or instrument, if the effect of such event or\n      condition is to accelerate, or to permit the acceleration of, the maturity\n      of such Debt; or any such Debt shall be declared to be due and payable, or\n      required to be prepaid (other than by a regularly scheduled required\n      prepayment), redeemed, purchased or defeased, or an offer to prepay,\n      redeem, purchase or defease such Debt shall be required to be made, in\n      each case prior to the stated maturity thereof; PROVIDED, HOWEVER, that\n      the provisions of this subsection (e) shall not give effect to any waiver,\n      amendment or other modification, or consent, that would cure or otherwise\n      remedy any failure to pay or other event or condition referred to in this\n      subsection (e); or\n\n            (f) Any Purchase or any reinvestment pursuant to SECTION 2.05 shall\n      for any reason (other than pursuant to the terms hereof) cease to create,\n      or any Receivable Interest shall for any reason cease to be, a valid and\n      perfected first priority undivided percentage ownership interest to the\n      extent of the pertinent Receivable Interest in each applicable Pool\n      Receivable and the Related Security and Collections with respect thereto\n      or any Certificate shall for any reason cease to evidence in the Owner of\n      such Receivable Interest legal and equitable title to, and ownership of,\n      an undivided percentage ownership interest in Pool Receivables and Related\n      Security to the extent of such Receivable Interest; or\n\n\n                                       74\n\n\n            (g) The Seller, the Servicer (if any Originator or any of its\n      Affiliates), WORLDCOM or any Originator shall generally not pay its debts\n      as such debts become due, or shall admit in writing its inability to pay\n      its debts generally, or shall make a general assignment for the benefit of\n      creditors; or any proceeding shall be instituted by or against the Seller,\n      the Servicer (if any Originator or any of its Affiliates), WORLDCOM or any\n      Originator seeking to adjudicate it a bankrupt or insolvent, or seeking\n      liquidation, winding up, reorganization, arrangement, adjustment,\n      protection, relief, or composition of it or its debts under any law\n      relating to bankruptcy, insolvency or reorganization or relief of debtors,\n      or seeking the entry of an order for relief or the appointment of a\n      receiver, trustee, custodian or other similar official for it or for any\n      substantial part of its property and, in the case of any such proceeding\n      instituted against it (but not instituted by it) that is being diligently\n      contested by it in good faith, such proceeding shall remain undismissed or\n      unstayed for a period of 60 days, or any of the actions sought in such\n      proceeding (including, without limitation, the entry of an order for\n      relief against, or the appointment of a receiver, trustee, custodian or\n      other similar official for, it or for any substantial part of its\n      property) shall occur; or the Seller, the Servicer (if any Originator or\n      any of its Affiliates), WORLDCOM or any Originator shall take any\n      corporate action to authorize any of the actions set forth above in this\n      subsection (g); or\n\n            (h) (i) One or more final and non-appealable judgments for the\n      payment of money shall be entered against the Seller or (ii) one or more\n      final and non-appealable judgments for the payment of money in an amount\n      in excess of , until the effectiveness of the New WORLDCOM Credit\n      Agreement, $500,000,000, and on and after the effectiveness of the New\n      WORLDCOM Credit Agreement, the amount set forth in the equivalent defined\n      term \"Default\" or \"Event of Default\" under and as defined in the New\n      WORLDCOM Credit Agreement, individually or in the aggregate, shall be\n      entered against WORLDCOM on claims not covered by insurance or as to which\n      the insurance carrier has denied its responsibility, and such judgment\n      shall continue unsatisfied and in effect for sixty consecutive days\n      without a stay of execution; or\n\n            (i) (i) The average of the Deemed Loss Ratios for each of the three\n      most recently ended calendar months shall exceed 8%, or (ii) the average\n      of the Default Ratios for each of the three most recently ended calendar\n      months shall exceed 29%, or (iii) the average of the Loss-to-Liquidation\n      Ratios for each of the three most recently ended calendar months shall\n      exceed 6%, or (iv) the average of the Dilution Ratios for each of the\n      three most recently ended calendar months shall exceed 9%; or\n\n            (j) The aggregate undivided percentage interest of all Receivable\n      Interests and all \"Receivable Interests\" under the Parallel Purchase\n      Commitment shall exceed at any time the Receivable Interest Percent then\n      in effect and such excess shall continue until the earlier of (i) the date\n      two Business Days after the date on which the Seller or the Servicer knows\n      of such excess and (ii) the next succeeding Settlement Date for any\n      Settlement Period; or\n\n            (k) There shall have been any material adverse change in the\n      financial condition or operations of the Seller or the Servicer (if any\n      Originator or any of its Affiliates) or WORLDCOM or any Originator since\n      (i) in the case of the Seller, the First \n\n\n                                       75\n\n\n      Closing Date, and (ii) in the case of such Servicer, WORLDCOM or any\n      Originator, December 31, 2001, except as set forth in (A) that certain\n      Form 10-Q filed by and in respect of WORLDCOM with the U.S. Securities and\n      Exchange Commission on or about May 15, 2002 (exclusive of, and without\n      giving effect to, the financial statements contained in such Form 10-Q,\n      but inclusive of, and giving effect to, the footnotes related to such\n      financial statements), and (B) Schedule V hereto; or there shall have\n      occurred any event which materially adversely affects the collectibility\n      of the Pool Receivables taken as a whole, or there shall have occurred any\n      other event which materially adversely affects the ability of the Servicer\n      (if any Originator or any of its Affiliates) to collect Pool Receivables\n      or the ability of the Servicer (if any Originator or any of its\n      Affiliates) to perform hereunder or there shall have occurred any other\n      event that materially adversely affects the credit quality of the Obligors\n      of the Pool Receivables taken as a whole; or\n\n            (l) Any provision of any Transaction Document shall for any reason\n      cease to be a legal, valid and binding obligation of the Seller or the\n      Servicer (if any Originator or any of its Affiliates) or WORLDCOM or any\n      Originator, as applicable, or the Seller or such Servicer or WORLDCOM or\n      any Originator, as applicable, shall so state in writing; or\n\n            (m) Any \"Default\" as defined in and under the WORLDCOM Credit\n      Agreement, without giving effect to any waiver, amendment or other\n      modification, or consent, with respect thereto, shall have occurred and be\n      continuing; or\n\n            (n) WORLDCOM shall cease to own directly or indirectly 100% of the\n      outstanding shares of stock of the Seller or of any Originator; or\n\n            (o) [Intentionally Omitted]; or\n\n            (p) The charter or by-laws of the Seller shall be amended,\n      supplemented or otherwise modified without consent of the Administrative\n      Agent; or\n\n            (q) The aggregate undivided percentage interest of all Receivable\n      Interests and all \"Receivable Interests\" under the Parallel Purchase\n      Commitment shall exceed at any time 100%;\n\nthen, and in any such event, the Administrative Agent shall at the request, or\nmay with the consent, of the Majority Managing Agents, by notice to the Seller\nand the Servicer declare the Facility Termination Date to have occurred,\nwhereupon the Facility Termination Date shall forthwith occur; PROVIDED that,\nautomatically upon the occurrence of any event (without any requirement for the\npassage of time or the giving of notice, or both) described in subsection (g) of\nthis SECTION 7.01, the Facility Termination Date shall occur, WORLDCOM shall\ncease to be the Servicer and the Administrative Agent or its designee shall\nbecome the Servicer. Upon any such occurrence of the Facility Termination Date,\nthe Administrative Agent and each Owner shall have, in addition to all other\nrights and remedies under this Agreement or otherwise, all other rights and\nremedies provided under the UCC of the applicable jurisdiction and other\napplicable laws, which rights shall be cumulative. Without limiting the\nforegoing or the general applicability of ARTICLE IX hereof, any Owner may elect\nto assign any Receivable Interest owned\n\n\n                                       76\n\n\nby such Owner to an Assignee pursuant to SECTION 9.01 following the occurrence\nof any Event of Termination.\n\n                                  ARTICLE VIII\n\n                THE MANAGING AGENTS AND THE ADMINISTRATIVE AGENT\n\n            SECTION 8.01 AUTHORIZATION AND ACTION. Each Purchaser hereby\nappoints and authorizes each of its Managing Agent and the Administrative Agent,\nrespectively, and each Managing Agent hereby appoints and authorizes the\nAdministrative Agent, to take such action as agent on its behalf and to exercise\nsuch powers under this Agreement and the other Transaction Documents and each\nother instrument or document furnished pursuant hereto as are delegated to such\nManaging Agent or the Administrative Agent, respectively, by the terms hereof or\nthereof, together with such powers as are reasonably incidental thereto. As to\nany matters not expressly provided for by this Agreement (including, without\nlimitation, enforcement of such Transaction Documents and such other instruments\nand documents), neither the Administrative Agent nor any Managing Agent shall be\nrequired to exercise any discretion or take any action, but shall be required to\nact or to refrain from acting (and shall be fully protected in so acting or\nrefraining from acting) upon the instructions or requests of the Majority\nManaging Agents, in the case of the Administrative Agent, or such Managing\nAgent's Purchaser, in the case of such Managing Agent, and such instructions and\nrequests shall be binding upon all parties hereto and all Assignees; PROVIDED,\nHOWEVER, that neither the Administrative Agent nor any Managing Agent shall be\nrequired to take any action which exposes the Administrative Agent or such\nManaging Agent to personal liability or which is contrary to this Agreement or\nany other Transaction Document, or any other instrument or document furnished\npursuant hereto or applicable law. Each of the Administrative Agent and each\nManaging Agent agrees to give to each other and to each Purchaser prompt notice\nof each notice given to it pursuant to the terms of this Agreement or any other\nTransaction Document or any other instrument or document furnished pursuant\nhereto, and in the case of each notice by the Seller to the Administrative Agent\nof each requested Purchase by the Purchasers pursuant to SECTION 2.02(a), the\nAdministrative Agent agrees to use its reasonable best efforts to give notice of\nsuch Purchase to each Managing Agent on the same day as such notice by the\nSeller. The Administrative Agent hereby agrees to deliver promptly to each\nManaging Agent each report, document, notice or other written communication\nrequired to be delivered by or on behalf of the Seller or the Servicer or any\nOriginator to the Administrative Agent on behalf of the Purchasers and the\nManaging Agents by the terms and conditions of this Agreement and the other\nTransaction Documents (it being understood that the Administrative Agent shall\nhave no obligation to deliver, or cause to be delivered, to any Managing Agent\nany such report, document, notice or other written communication if the Seller\nor the Servicer or any Originator required to deliver, or have delivered on its\nbehalf, such report, document, notice or other written communication fails to\nmake or cause such delivery to the Administrative Agent).\n\n            SECTION 8.02 ADMINISTRATIVE AGENT'S AND MANAGING AGENT'S RELIANCE,\nETC. Neither the Administrative Agent, nor any Managing Agent nor any of their\nrespective directors, officers, agents or employees shall be liable for any\naction taken or omitted to be taken by it or them as Administrative Agent or\nManaging Agent, respectively, under or in connection with this Agreement or any\nother Transaction Document or any other instrument or document furnished\npursuant hereto (including, without limitation, the Administrative Agent's\nservicing, \n\n\n                                       77\n\n\nadministering or collecting the Pool Receivables as Servicer pursuant to SECTION\n6.01), except for its or their own gross negligence or willful misconduct.\nWithout limiting the generality of the foregoing, except as otherwise agreed by\nthe Administrative Agent or any Managing Agent, as applicable, and any Owner,\neach of the Administrative Agent and each Managing Agent, respectively: (i) may\nconsult with legal counsel (including counsel for the Seller, the Servicer or\nany Originator), independent public accountants and other experts selected by it\nand shall not be liable for any action taken or omitted to be taken in good\nfaith by it in accordance with the advice of such counsel, accountants or\nexperts; (ii) makes no warranty or representation to any Owner or any other\nIndemnified Party and shall not be responsible to any Owner or any other\nIndemnified Party for any statements, warranties or representations (whether\nwritten or oral) made in or in connection with this Agreement or any other\nTransaction Document or any other instrument or document delivered pursuant\nhereto; (iii) shall not have any duty to ascertain, to verify or to inquire as\nto the performance or observance or accuracy of any of the terms, covenants or\nconditions of, or information specified in, this Agreement or any other\nTransaction Document or any Daily Report, Weekly Report, Monthly Report or other\ninstrument or document delivered pursuant hereto on the part of the Seller, the\nServicer or any Originator or to inspect the property (including the books and\nrecords) of the Seller, the Servicer or any Originator; (iv) shall not be\nresponsible to any Owner or other Indemnified Party for the due execution,\nlegality, validity, enforceability, genuineness, sufficiency or value of this\nAgreement or any other Transaction Document or any other instrument or document\nfurnished pursuant hereto, or the perfection, priority or value of any ownership\ninterest or security interest created or purported to be created hereunder or\nunder the Receivables Contribution and Sale Agreement; and (v) shall incur no\nliability under or in respect of this Agreement or any other Transaction\nDocument or any other instrument or document delivered pursuant hereto by acting\nupon any notice (including notice by electronic transmission or telephone),\nconsent, certificate or other instrument or writing (which may be by telecopier,\ntelegram, cable, telex or electronic transmission) believed by it to be genuine\nand signed or sent by the proper party or parties.\n\n            SECTION 8.03 ADMINISTRATIVE AGENT AND MANAGING AGENTS. With respect\nto any Receivable Interest owned by it, each of the Administrative Agent, the\nCNAI Conduits Managing Agent, the Bank One Conduits Managing Agent, the GBFC\nManaging Agent, the Delaware Funding Managing Agent, the Paradigm Managing Agent\nand the Liberty Managing Agent shall have the same rights and powers under this\nAgreement as any other Owner and may exercise the same as though it were not the\nAdministrative Agent or a Managing Agent, as applicable. Each of the\nAdministrative Agent, the CNAI Conduits Managing Agent, the Bank One Conduits\nManaging Agent, the GBFC Managing Agent, the Delaware Funding Managing Agent,\nthe Paradigm Managing Agent and the Liberty Managing Agent and their respective\nAffiliates may generally engage in any kind of business with the Seller or any\nOriginator or any Obligor, any of their respective Affiliates and any Person who\nmay do business with or own securities of the Seller or any Originator or any\nObligor or any of their respective Affiliates, all as if Bank One, CNAI, BLBNY,\nJPMorgan, West LB and Nova Scotia were not the Administrative Agent or Managing\nAgents, as applicable, and without any duty to account therefor to the Owners.\n\n            SECTION 8.04 PURCHASERS' PURCHASE DECISIONS. Each Purchaser\nacknowledges that it has, independently and without reliance upon the\nAdministrative Agent or any Managing Agent, any of their respective Affiliates\nor any other Indemnified Party and based on such \n\n\n                                       78\n\n\ndocuments and information as it has deemed appropriate, made its own evaluation\nand decision to enter into this Agreement and, if it so determines, to purchase\nundivided ownership interests in Pool Receivables hereunder. Each Purchaser also\nacknowledges that it will, independently and without reliance upon the\nAdministrative Agent or any Managing Agent, any of their respective Affiliates\nor any other Indemnified Party and based on such documents and information as it\nshall deem appropriate at the time, continue to make its own decisions in taking\nor not taking action under this Agreement.\n\n            SECTION 8.05 INDEMNIFICATION. Each Purchaser agrees to cause to be\nindemnified its Managing Agent and the Administrative Agent (to the extent not\nreimbursed by the Seller or any Originator, and in the case of such\nindemnification of the Administrative Agent, ratably in accordance with its\nrespective Pro Rata Share), from and against any and all liabilities,\nobligations, losses, damages, penalties, actions, judgments, suits, costs,\nexpenses or disbursements of any kind or nature whatsoever which may be imposed\non, incurred by, or asserted against such Managing Agent or the Administrative\nAgent, respectively, in any way relating to or arising out of this Agreement or\nany other Transaction Document or any other instrument or document furnished\npursuant hereto or in connection herewith or any action taken or omitted by such\nManaging Agent or the Administrative Agent under this Agreement or any other\nTransaction Document or any such instrument or document, PROVIDED that no\nPurchaser shall be liable for any portion of such liabilities, obligations,\nlosses, damages, penalties, actions, judgments, suits, costs, expenses or\ndisbursements resulting from such Managing Agent's or Administrative Agent's,\nrespectively, gross negligence or willful misconduct. Without limitation of the\nforegoing but subject to the PROVISO to the preceding sentence, each Purchaser\nagrees to reimburse each of its Managing Agent, the Administrative Agent (in the\ncase of such reimbursement of the Administrative Agent, ratably in accordance\nwith its respective Pro Rata Share), promptly upon demand for any out-of-pocket\nexpenses (including counsel fees) incurred by such Managing Agent or the\nAdministrative Agent, respectively, in connection with the administration,\nmodification, amendment or enforcement (whether through negotiations, legal\nproceedings or otherwise) of, or legal advice in respect of rights or\nresponsibilities under, this Agreement or any other Transaction Document or any\nother instrument or document furnished pursuant hereto or in connection\nherewith, to the extent, in the case of the Administrative Agent, that such\nexpenses are incurred in the interests of or otherwise in respect of all\nPurchasers (and not just Delaware Funding or its Affiliates) hereunder and to\nthe extent that such Managing Agent or the Administrative Agent, respectively,\nis not reimbursed for such expenses by the Seller or any Originator.\n\n            SECTION 8.06 SUCCESSOR ADMINISTRATIVE AGENT. (a) The Administrative\nAgent may resign at any time by giving written notice thereof to the Managing\nAgents and the Seller and may be removed at any time with or without cause by\nthe Majority Managing Agents. Upon any such resignation or removal, the Managing\nAgents shall have the right to appoint a successor Administrative Agent. If no\nsuccessor Administrative Agent shall have been so appointed by the Managing\nAgents, and shall have accepted such appointment, within 30 days after the\nretiring Administrative Agent's giving of notice of resignation or the Majority\nManaging Agents' removal of the retiring Administrative Agent, then the retiring\nAdministrative Agent may, on behalf of the Purchasers and the Majority Managing\nAgents, appoint a successor Administrative Agent, which shall be a commercial\nbank organized under the laws of the United States or of any State thereof and\nhaving a combined capital and surplus of at least \n\n\n                                       79\n\n\n$250,000,000. Upon the acceptance of any appointment as Administrative Agent\nhereunder by a successor Administrative Agent and upon the execution and filing\nor recording of such financing statements, or amendments thereto, and such other\ninstruments or notices, as may be necessary or desirable, or as the Managing\nAgents may request, in order to continue the perfection of the security\ninterests granted or purported to be granted by the Transaction Documents, such\nsuccessor Administrative Agent shall succeed to and become vested with all the\nrights, powers, discretion, privileges and duties of the retiring Administrative\nAgent, and the retiring Administrative Agent shall be discharged from its duties\nand obligations under the Transaction Documents. Anything herein to the contrary\nnotwithstanding, the retiring Administrative Agent's resignation or removal\nshall not become effective, and the retiring Administrative Agent shall not be\ndischarged from its duties and obligations under the Transaction Documents,\nunless and until a successor Administrative Agent shall have been appointed\nhereunder and shall have accepted such appointment. After any retiring\nAdministrative Agent's resignation or removal hereunder as Administrative Agent\nshall have become effective, as specified above, the provisions of this ARTICLE\nVIII shall inure to its benefit to any actions taken or omitted to be taken by\nit while it was Administrative Agent under this Agreement.\n\n            (b) Upon the effectiveness of this Agreement and on and after the\ndate hereof:\n\n            (i) Bank One hereby resigns as Administrative Agent as defined in,\n      and for purposes of, the Original Agreement, the A&amp;R Agreement and the\n      Second A&amp;R Agreement and for purposes of this Agreement.\n\n            (ii) The Managing Agents and the Purchasers hereby appoint JPMorgan\n      as successor Administrative Agent under, and for purposes of, this\n      Agreement and JPMorgan hereby accepts such appointment.\n\n            (iii) The provisions of this Article VIII (including, without\n      limitation, the indemnity provisions of SECTION 8.05) shall inure to Bank\n      One's benefit to any actions taken or omitted to be taken by Bank One\n      while Bank One was Administrative Agent as defined in, and under, the\n      Original Agreement, the A&amp;R Agreement and the Second A&amp;R Agreement.\n\n            SECTION 8.07 CO-LEAD MANAGERS. It is understood and agreed that CNAI\nand JPMorgan, each as Co-Lead Manager hereunder, shall have no duties or\nresponsibilities hereunder as such Co-Lead Managers.\n\n                                   ARTICLE IX\n\n                       ASSIGNMENT OF RECEIVABLE INTERESTS\n\n            SECTION 9.01 ASSIGNMENT. (a) Each Purchaser may assign to any\nAssignee, and any such Assignee may assign to any other Assignee, any Receivable\nInterest. Upon any such assignment, (i) the Assignee thereof shall become the\nOwner of such Receivable Interest for all purposes of this Agreement and (ii)\nthe Owner assignor thereof shall relinquish its rights with respect to such\nReceivable Interest for all purposes of this Agreement. Such assignment shall be\nupon such terms and conditions as the assignor and the Assignee of such\nReceivable Interest may \n\n\n                                       80\n\n\nmutually agree; the parties thereto shall deliver to the Administrative Agent an\nAssignment, duly executed by such parties; and such assignor shall promptly\nexecute and deliver all further instruments and documents and take all further\naction, that the Assignee may reasonably request in order to perfect, protect or\nmore fully evidence the Assignee's right, title and interest in and to such\nReceivable Interest, and to enable the Assignee to exercise or enforce any\nrights hereunder or under the applicable Certificate and the other instruments\nand documents furnished pursuant hereto. The Administrative Agent shall provide\nnotice to the Seller and each Managing Agent of each Assignment of a Receivable\nInterest hereunder.\n\n            (b) By executing and delivering an Assignment (in the case of an\nOwner assignor) and executing and accepting an Assignment (in the case of an\nAssignee), the Owner assignor thereunder and the Assignee thereunder confirm to\nand agree with each other and the other parties hereto as follows: (i) other\nthan as provided in such Assignment, such assigning Owner makes no\nrepresentation or warranty and assumes no responsibility with respect to any\nstatements, warranties or representations made in or in connection with this\nAgreement or any other Transaction Document or any other instrument or document\nfurnished pursuant hereto or in connection herewith or the execution, legality,\nvalidity, enforceability, genuineness, sufficiency or value of this Agreement or\nany other Transaction Document or any other instrument or document furnished\npursuant hereto or in connection herewith, or the perfection, priority or value\nof any ownership interest or security interest created or purported to be\ncreated hereunder or thereunder; (ii) such assigning Owner makes no\nrepresentation or warranty and assumes no responsibility with respect to the\nfinancial condition of the Seller, WORLDCOM or any Originator or the performance\nor observance by the Seller, WORLDCOM or any Originator of any of its\nobligations under this Agreement or any other Transaction Document or any other\ninstrument or document furnished pursuant hereto or in connection herewith;\n(iii) such Assignee confirms that it has received copies of this Agreement and\nthe other Transaction Documents, together with such other documents and\ninformation as it has deemed appropriate to make its own credit analysis and\ndecision to enter into such Assignment and to purchase such Receivable Interest;\n(iv) such Assignee will, independently and without reliance upon the\nAdministrative Agent, any Managing Agent, or any of their respective Affiliates,\nsuch assigning Owner or any other Owner or any other Indemnified Party and based\non such documents and information as it shall deem appropriate at the time,\ncontinue to make its own credit decisions in taking or not taking action under\nthis Agreement and the other Transaction Documents and the other instruments and\ndocuments furnished pursuant hereto; (v) such Assignee appoints and authorizes\neach of the Managing Agent (if applicable) of such Owner assignor and the\nAdministrative Agent to take such action as agent on its behalf and to exercise\nsuch powers and discretion under this Agreement and the other Transaction\nDocuments and the other instruments and documents furnished pursuant hereto or\nin connection herewith as are delegated to such Managing Agent or the\nAdministrative Agent, respectively, by the terms hereof and thereof, together\nwith such powers and discretion as are reasonably incidental thereto; (vi) such\nAssignee appoints as its agent the Servicer from time to time designated\npursuant to SECTION 6.01 to enforce its respective rights and interests in and\nunder the Pool Receivables and the Related Security and Collections with respect\nthereto and the related Contracts; (vii) such Assignee agrees that it will not\ninstitute against any Purchaser or any former Purchaser any proceeding of the\ntype referred to in SECTION 7.01(G) so long as any commercial paper notes issued\nby such Purchaser shall be outstanding or there shall not have elapsed one year\nplus one day since the last day on which any such commercial paper notes shall\nhave been outstanding; and (viii) such Assignee agrees that it will \n\n\n                                       81\n\n\nperform in accordance with their terms all of the obligations which by the terms\nof this Agreement are required to be performed by it as Owner.\n\n            SECTION 9.02 ASSIGNMENT OF RIGHTS AND OBLIGATIONS. (a) Each\nPurchaser may assign to any Assignee, and if required by the Seller pursuant to\nSECTION 2.14 will assign to the Assignee designated pursuant to such Section,\nall or a portion of its rights and obligations under this Agreement (including,\nwithout limitation, its right to make Purchases and reinvestments from time to\ntime hereunder and all Receivable Interests owned by it); PROVIDED, however,\nthat (i) each such assignment shall be to an Eligible Assignee and (ii) the\nparties to each such assignment shall execute and deliver to the Administrative\nAgent an Assignment and Acceptance. Upon such execution, delivery and acceptance\nof any Assignment and Acceptance, from and after the effective date specified in\nsuch Assignment and Acceptance, which effective date shall be the later of (x)\nthe date the Administrative Agent receives such executed Assignment and\nAcceptance and (y) the date of such Assignment and Acceptance, (I) the Assignee\nthereunder shall be a party hereto and, to the extent that rights and\nobligations hereunder have been assigned to it pursuant to such Assignment and\nAcceptance, shall have all the rights and obligations of a Purchaser hereunder\nand (II) the assigning Purchaser shall, to the extent that rights and\nobligations hereunder have been assigned by it pursuant to such Assignment and\nAcceptance, relinquish its rights and be released from its obligations under\nthis Agreement (and, in the case of an Assignment and Acceptance covering all or\nthe remaining portion of an assigning Purchaser's rights and obligations under\nthis Agreement, such Purchaser shall cease to be a party hereto).\n\n            (b) By executing and delivering an Assignment and Acceptance, the\nassigning Purchaser and the Assignee thereunder confirm to and agree with each\nother and the other parties hereto as follows: (i) other than as provided in\nsuch Assignment and Acceptance, the assigning Purchaser makes no representation\nor warranty and assumes no responsibility with respect to any statements,\nwarranties or representations made in or in connection with this Agreement or\nany other Transaction Document or any other instrument or document furnished\npursuant hereto or in connection herewith or the execution, legality, validity,\nenforceability, genuineness, sufficiency or value of this Agreement or any other\nTransaction Document or any other instrument or document furnished pursuant\nhereto or in connection herewith, or the perfection, priority or value of any\nownership interest or security interest created or purported to be created\nhereunder or thereunder; (ii) the assigning Purchaser makes no representation or\nwarranty and assumes no responsibility with respect to the financial condition\nof the Seller, WORLDCOM or any Originator or the performance, or the observance,\nby the Seller, WORLDCOM or any Originator of any of its obligations under this\nAgreement or any other Transaction Document or any other instrument or document\nfurnished pursuant hereto or in connection herewith; (iii) such Assignee\nconfirms that it has received copies of this Agreement and the other Transaction\nDocuments, together with such other documents and information as it has deemed\nappropriate to make its own analysis and decision to enter into such Assignment\nand Acceptance; (iv) such Assignee \n\n\n                                       82\n\n\nwill, independently and without reliance upon the Administrative Agent, any\nManaging Agent, any of its Affiliates, the assigning Purchaser, any other\nPurchaser or any former Owner or other Indemnified Party and based on such\ndocuments and information as it shall deem appropriate at the time, continue to\nmake its own decisions in taking or not taking action under this Agreement and\nthe other Transaction Documents and the other instruments and documents\nfurnished pursuant hereto; (v) such Assignee confirms that it is an Eligible\nAssignee; (vi) such Assignee appoints and authorizes each of the Managing Agent\nof such assigning Purchaser (or such other Managing Agent as shall be designated\nby such Assignee in such Assignment and Acceptance) and the Administrative Agent\nto take such action as agent on its behalf and to exercise such powers and\ndiscretion under this Agreement and the other Transaction Documents and the\nother instruments and documents furnished pursuant hereto or in connection\nherewith as are delegated to such Managing Agent or the Administrative Agent,\nrespectively, by the terms hereof and thereof, together with such powers and\ndiscretion as are reasonably incidental thereto; (vii) such Assignee appoints as\nits agent the Servicer from time to time designated pursuant to SECTION 6.01 to\nenforce its respective rights and interests in and under the Pool Receivables\nand the Related Security and Collections with respect thereto and the related\nContracts; (viii) such Assignee agrees that it will not institute against any\nPurchaser or any former Purchaser any proceeding of the type referred to in\nSECTION 7.01(G) so long as any commercial paper notes issued by any Purchaser or\nany former Purchaser shall be outstanding or there shall not have elapsed one\nyear plus one day since the last day on which any such commercial paper notes\nshall have been outstanding; and (ix) such Assignee agrees that it will perform\nin accordance with their terms all of the obligations which by the terms of this\nAgreement are required to be performed by it as a Purchaser.\n\n            (c) The Administrative Agent shall maintain at its office referred\nto in SECTION 12.02 a copy of each Assignment and Acceptance delivered to and\naccepted by it and a register for the recordation of the name and address of\neach Purchaser, which shall be available for inspection by the Seller and the\nManaging Agents at any reasonable time and from time to time upon reasonable\nprior notice. The entries in such register shall be conclusive and binding for\nall purposes, absent manifest error, and the Seller, the Servicer and the\nManaging Agent may treat each Person whose name is recorded in such register as\na Purchaser hereunder for all purposes of this Agreement.\n\n            (d) Upon its receipt of an Assignment and Acceptance executed by any\nassigning Purchaser and an assignee representing that it is an Eligible\nAssignee, the Administrative Agent shall, if such Assignment and Acceptance has\nbeen completed and is in substantially the form of Exhibit B hereto, (i) accept\nsuch Assignment and Acceptance and (ii) give prompt notice thereof to the\nSeller, the Servicer and each Managing Agent.\n\n            SECTION 9.03 ANNOTATION OF CERTIFICATE. The Administrative Agent\nshall annotate the Certificate for each assigning Owner to reflect the\nassignment made by such Owner pursuant to SECTION 9.01 or 9.02 or otherwise.\n\n                                    ARTICLE X\n\n                                 INDEMNIFICATION\n\n            SECTION 10.01 ..INDEMNITIES. Without limiting any other rights that\nany Indemnified Party may have hereunder or under applicable law, and whether or\nnot any of the transactions contemplated hereby are consummated, the Seller\nhereby agrees to indemnify each Indemnified Party from and against, and hold\neach thereof harmless from, any and all claims, losses, liabilities, costs and\nexpenses of any kind whatsoever (including, without limitation, reasonable\nattorneys' fees and expenses) (all of the foregoing being collectively referred\nto as \n\n\n                                       83\n\n\n\"INDEMNIFIED AMOUNTS\") arising out of, or resulting from, in whole or in part,\none or more of the following: (a) this Agreement or any other Transaction\nDocument or any other agreement or document delivered or to be delivered in\nconnection with this Agreement; (b) the use of proceeds of any Purchase or\nreinvestment; (c) the interest of any Owner in any Receivable, any Contract or\nany Related Security; or (d) any transaction contemplated by this Agreement or\nany other Transaction Document or any other agreement or document delivered or\nto be delivered in connection with this Agreement; excluding, however,\nIndemnified Amounts to the extent resulting from either (x) the gross negligence\nor willful misconduct on the part of such Indemnified Party, or (y) the failure\nto collect amounts in respect of a Pool Receivable, which is an Eligible\nReceivable, to the extent such failure results from a discharge of the Obligor\nwith respect thereto in a proceeding in respect of such Obligor under applicable\nbankruptcy laws or otherwise results from the Obligor's financial inability to\npay such amounts. Without limiting or being limited by the foregoing (other\nthan, and subject to, the exclusions referred to in the \"excluding, however\"\nclause above) and whether or not any of the transactions contemplated hereby are\nconsummated, the Seller shall pay on demand to each Indemnified Party any and\nall amounts necessary to indemnify such Indemnified Party from and against any\nand all Indemnified Amounts which relate to or result from, or which would not\nhave occurred but for, one or more of the following:\n\n            (i) any Receivable becoming a Pool Receivable which is not at the\n      date of the initial creation of an interest therein hereunder an Eligible\n      Receivable or which thereafter ceases to be an Eligible Receivable;\n\n            (ii) any representation or warranty or statement made or deemed made\n      by the Seller or any Originator (or any of their respective officers)\n      under or in connection with this Agreement or any other Transaction\n      Document or any Monthly Report, Weekly Report, Daily Report or other\n      document delivered or to be delivered in connection herewith or with any\n      other Transaction Document being incorrect in any material respect when\n      made or deemed made or delivered;\n\n            (iii) the failure by the Seller or any Originator to comply with any\n      applicable law, rule or regulation with respect to any Pool Receivable or\n      the related Contract or any Related Security with respect thereto; or the\n      failure of any Pool Receivable or the related Contract or any Related\n      Security with respect thereto to conform to any such applicable law, rule\n      or regulation;\n\n            (iv) the failure to vest in the Owner of a Receivable Interest a\n      first priority perfected undivided percentage ownership interest, to the\n      extent of such Receivable Interest, in each Receivable in, or purported to\n      be in, the Receivables Pool and the Related Security and Collections in\n      respect thereof, free and clear of any Adverse Claim; or the failure of\n      the Seller to have obtained a first priority perfected ownership interest\n      in the Pool Receivables and the Related Security and Collections with\n      respect thereto transferred or purported to be transferred to the Seller\n      under the Receivables Contribution and Sale Agreement, free and clear of\n      any Adverse Claim;\n\n            (v) the failure to have filed, or any delay in filing, financing\n      statements or other similar instruments or documents under the UCC of any\n      applicable jurisdiction or \n\n\n                                       84\n\n\n      other applicable laws with respect to any Receivable in, or purported to\n      be in, the Receivables Pool and the Related Security and Collections in\n      respect thereof, whether at the time of any Purchase or reinvestment or at\n      any subsequent time unless such failure results directly and solely from\n      the Administrative Agent's failure to take appropriate action;\n\n            (vi) any dispute, claim, offset or defense (other than discharge in\n      bankruptcy of the Obligor) of any Obligor to the payment of any Receivable\n      in, or purported to be in, the Receivables Pool (including, without\n      limitation, any defense based on the fact or allegation that such\n      Receivable or the related Contract is not a legal, valid and binding\n      obligation of such Obligor enforceable against it in accordance with its\n      terms), or any other claim resulting from the sale of the goods or\n      services related to such Receivable or the furnishing or failure to\n      furnish such goods or services;\n\n            (vii) any failure of the Seller, WORLDCOM, as Servicer or otherwise,\n      or any Originator to perform its duties or obligations in accordance with\n      the provisions of this Agreement or any other Transaction Document or to\n      perform its duties or obligations under any Contract;\n\n            (viii) any product liability, personal injury, copyright\n      infringement, theft of services, property damage, or other breach of\n      contract, antitrust, unfair trade practices or tortious claim arising out\n      of or in connection with the subject matter of any Contract or out of or\n      in connection with any transaction contemplated by this Agreement, any\n      Transaction Document or any other instrument or document furnished\n      pursuant hereto or such Contract;\n\n            (ix) the commingling of Collections of Pool Receivables by, or in\n      any Lock-Box Account or any other deposit account of, WORLDCOM or any of\n      its Affiliates at any time with other funds;\n\n            (x) any action or omission by the Seller, WORLDCOM, whether as\n      Servicer or otherwise, or any Originator reducing or impairing the rights\n      of any Owner of a Receivable Interest under this Agreement, any other\n      Transaction Document or any other instrument or document furnished\n      pursuant hereto or thereto or with respect to any Pool Receivable;\n\n            (xi) any cancellation or modification of a Pool Receivable, the\n      related Contract or any Related Security, whether by written agreement,\n      verbal agreement, acquiescence or otherwise other than as expressly\n      permitted by this Agreement or any other Transaction Document;\n\n            (xii) any investigation, litigation or proceeding related to or\n      arising from this Agreement, any other Transaction Document or any other\n      instrument or document furnished pursuant hereto or thereto, or any\n      transaction contemplated by this Agreement or any Contract or the use of\n      proceeds from any Purchase or reinvestment pursuant to this Agreement, or\n      the ownership of, or other interest in, any Receivable, the related\n      Contract or any Related Security;\n\n\n                                       85\n\n\n            (xiii) the existence of any Adverse Claim against or with respect to\n      any Pool Receivable, the related Contract or the Related Security or\n      Collections with respect thereto, except for any such Adverse Claim\n      created by any Purchaser;\n\n            (xiv) any failure by the Seller or any Originator to pay when due\n      any taxes, including without limitation sales, excise or personal property\n      taxes, payable by the Seller or such Originator in connection with any\n      Receivable or the related Contract or any Related Security with respect\n      thereto;\n\n            (xv) any claim brought by any Person other than an Indemnified Party\n      arising from any activity by any Originator or any Affiliate of any\n      Originator in servicing, administering or collecting any Pool Receivable;\n\n            (xvi) any setoff or counterclaim by any Lock-Box Bank or other\n      depositary bank against the deposits constituting Collections of Pool\n      Receivables held in any Lock-Box Account or other deposit account; or\n\n            (xvii) [Intentionally Omitted]; or\n\n            (b) to the extent not covered by the foregoing clauses, the\noccurrence and continuance of any Event of Termination other than an Event of\nTermination arising under SECTION 7.01(I).\n\n                                   ARTICLE XI\n\n                           GRANT OF SECURITY INTEREST\n\n            SECTION 11.01 GRANT OF SECURITY INTEREST. The Seller hereby assigns\nand pledges to the Administrative Agent for the benefit of itself, the Owners\nand each other Indemnified Party from time to time, and hereby grants to the\nAdministrative Agent for the benefit of itself, the Owners and each other\nIndemnified Party from time to time a security interest in and to, the Demand\nNote and all proceeds thereof.\n\n            SECTION 11.02 SECURITY FOR SECURED OBLIGATIONS. The assignment,\npledge and security interest granted under this ARTICLE XI secures the payment\nof all obligations of the Seller now or hereafter existing from time to time\nunder this Agreement, the Fee Letters and any other instruments and documents\nfurnished by the Seller pursuant hereto or otherwise in connection with this\nAgreement, whether for Collections received or deemed to have been received or\notherwise payable by the Seller, interest, fees, costs, expenses, taxes,\nindemnification or otherwise (all such obligations being the \"SECURED\nOBLIGATIONS\").\n\n            SECTION 11.03 FURTHER ASSURANCES. (a) The Seller agrees that from\ntime to time, at the expense of the Seller, the Seller will promptly execute and\ndeliver all further instruments and documents, and take all further action, that\nmay be necessary or desirable, or that the Administrative Agent may request, in\norder to perfect and protect the assignment and security interest granted or\npurported to be granted hereby or to enable the Administrative Agent to exercise\nand enforce its rights and remedies hereunder with respect to the Demand Note.\nWithout limiting the generality of the foregoing, the Seller will, upon the\nrequest of the \n\n\n                                       86\n\n\nAdministrative Agent, execute and file such financing or continuation\nstatements, or amendments thereto, and such other instruments or notices, as may\nbe necessary or desirable, or as the Administrative Agent may reasonably\nrequest, in order to perfect and preserve the assignment and security interest\ngranted or purported to be granted hereby.\n\n            (b) The Seller hereby authorizes the Administrative Agent to file\none or more financing or continuation statements, and amendments thereto,\nrelating to the Demand Note and the proceeds thereof without the signature of\nthe Seller where permitted by law, and the Administrative Agent shall notify the\nSeller of each such filing. A photocopy or other reproduction of this Agreement\nor any financing statement covering the Demand Note and the proceeds thereof\nshall be sufficient as a financing statement where permitted by law.\n\n            SECTION 11.04 ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. The\nSeller hereby irrevocably appoints the Administrative Agent the Seller's\nattorney-in-fact, with full authority in the place and stead of the Seller and\nin the name of the Seller or otherwise, from time to time in the Administrative\nAgent's discretion following the occurrence and during the continuance of an\nEvent of Termination, to take any action and to execute any instrument which the\nAdministrative Agent may deem necessary or advisable to accomplish the purposes\nof the assignment, pledge and security interest granted hereunder, including,\nwithout limitation:\n\n            (a) to ask, demand, collect, sue for, recover, compromise, receive\n      and give acquittance and receipts for moneys due and to become due under\n      or in connection with the Demand Note, and\n\n            (b) to file any claims or take any action or institute any\n      proceedings which the Administrative Agent may deem necessary or desirable\n      for the collection of the Demand Note or otherwise to enforce compliance\n      with the terms and conditions of the Demand Note or the rights of the\n      Administrative Agent with respect to the Demand Note.\n\n            SECTION 11.05 ADMINISTRATIVE AGENT MAY PERFORM. If the Seller\nfails to perform any agreement contained in this ARTICLE XI, the Administrative\nAgent may itself perform, or cause performance of, such agreement, and the\nexpenses of the Administrative Agent incurred in connection therewith shall be\npayable by the Seller under SECTION 12.04.\n\n            SECTION 11.06 THE ADMINISTRATIVE AGENT'S DUTIES. The powers\nconferred on the Administrative Agent hereunder are solely to protect its\ninterest in the Demand Note and shall not impose any duty upon it to exercise\nany such powers. Except for the safe custody of the Demand Note in its\npossession and the accounting for moneys actually received by it hereunder, the\nAdministrative Agent shall have no duty as to the Demand Note or as to the\ntaking of any necessary steps to preserve rights against any parties or any\nother rights pertaining to the Demand Note. The Administrative Agent shall be\ndeemed to have exercised reasonable care in the custody and preservation of the\nDemand Note in its possession if the Demand Note is accorded treatment\nsubstantially equal to that which it accords its own property.\n\n            SECTION 11.07 REMEDIES. If any Event of Termination shall have\noccurred and be continuing:\n\n\n                                       87\n\n\n            (a) The Administrative Agent may exercise any and all rights and\n      remedies of the Seller under or in connection with the Demand Note or\n      otherwise in respect of the Demand Note, including, without limitation,\n      any and all rights of the Seller to demand or otherwise require payment of\n      the Demand Note.\n\n            (b) The Administrative Agent may exercise in respect of the Demand\n      Note, in addition to other rights and remedies provided for herein or\n      otherwise available to it, all the rights and remedies of a secured party\n      on default under the UCC in effect in the State of New York (whether or\n      not such UCC applies to the Demand Note).\n\n            (c) All payments received by the Seller in respect of the Demand\n      Note shall be received in trust for the benefit of the Administrative\n      Agent, shall be segregated from other funds of the Seller and shall be\n      forthwith paid over to the Administrative Agent in the same form as so\n      received (with any necessary endorsement).\n\n            (d) All payments made in respect of the Demand Note, and all cash\n      proceeds in respect of any sale of, collection from, or other realization\n      upon all or any part of the Demand Note, received by the Administrative\n      Agent may, in the discretion of the Administrative Agent, be held by the\n      Administrative Agent as collateral for, and\/or then or at any time\n      thereafter applied (after payment of any amounts payable to the\n      Administrative Agent pursuant to SECTION 12.04) in whole or in part \n      by the Administrative Agent for the Owners or the applicable\n      Indemnified Parties against, all or any part of the Secured Obligations\n      and the \"Secured Obligations\" under and as defined in the Parallel\n      Purchase Commitment, to the Owners and Indemnified Parties hereunder and\n      the \"Members\" and \"Indemnified Parties\" under and as defined in the\n      Parallel Purchase Commitment ratably in accordance with the respective\n      amounts of such Secured Obligations and \"Secured Obligations\" owing to\n      them. Any surplus of such payments or cash proceeds held by the\n      Administrative Agent and remaining after payment in full of all the\n      Secured Obligations and the \"Secured Obligations\" under and as defined in\n      the Parallel Purchase Commitment shall be paid over to the Seller or to\n      whomsoever may be lawfully entitled to receive such surplus.\n\n                                   ARTICLE XII\n\n                                  MISCELLANEOUS\n\n            SECTION 12.01 AMENDMENTS, ETC. No amendment or waiver of any\nprovision of this Agreement, and no consent to any departure by the Seller, or\nthe Servicer herefrom, shall be effective unless in a writing signed by the\nMajority Managing Agents and, in the case of any such amendment, the Seller and\nthe Servicer, and then such amendment, waiver or consent shall be effective only\nin the specific instance and for the specific purpose for which given; PROVIDED,\nHOWEVER, that no such amendment, waiver or consent shall do any of the\nfollowing, unless such amendment, waiver or consent is in writing and signed by\nall the Managing Agents and the Rating Agencies then rating the commercial paper\nnotes of GBFC, Paradigm and Liberty shall have confirmed that the ratings of the\ncommercial paper notes of GBFC, Paradigm and Liberty will not be downgraded or\nwithdrawn as a result of such amendment, waiver or consent: (a) waive any of the\nconditions specified in SECTIONS 3.01 and 3.02, (b) subject the Purchasers or\nthe \n\n\n                                       88\n\n\nManaging Agents to any additional obligations, (c) reduce the amount of Capital\nor Yield with respect to Receivable Interests or any fees payable hereunder, (d)\npostpone any date scheduled for any reduction of Capital or for any payment of\nYield or any fees payable hereunder, (e) amend or waive any of the conditions\nspecified in SECTION 3.02 or any Event of Termination, (f) amend the definition\nof \"Contract\", \"Default Ratio\", \"Defaulted Receivable\", \"Dilution Reserve\",\n\"Eligible Receivable\", \"Loss Reserve\", \"Loss-to-Liquidation Ratio\", or \"Net\nReceivables Pool Balance\" or amend or (if applicable) waive any defined term\nused (or contained) in any of the foregoing definitions as applied thereto, (g)\nassign any interest of Receivable Interests in any Pool Receivables or Related\nSecurity or Collections, other than as provided in this Agreement, (h) change\nthe percentage of Purchase Limits, or the number of Owners or Managing Agents,\nwhich shall be required for any amendment, waiver or consent or for any other\naction hereunder, or (i) amend this SECTION 12.01; PROVIDED FURTHER, HOWEVER,\nthat no amendment, waiver or consent shall, unless in writing and signed by the\nAdministrative Agent in addition to the Managing Agents as required above to\ntake such action, affect the rights or duties or increase the obligations of the\nAdministrative Agent under this Agreement; and PROVIDED FURTHER, HOWEVER, that\nno amendment; waiver or consent shall increase the obligations of any Managing\nAgent under this Agreement without the prior written approval of such Managing\nAgent. Anything herein to the contrary notwithstanding, in the event of any\nconflict between (i) any action taken by the Majority Managing Agents or all the\nManaging Agents, as applicable, or the Administrative Agent under this\nAgreement, including without limitation, in respect of any of the definitions\ncontained in SECTION 1.01 hereof or in respect of any amendment, waiver or\nconsent pursuant to this SECTION 12.01, and (ii) any action taken by the\nMajority Purchaser Groups or all the Purchaser Groups (as each such term is\ndefined in the Parallel Purchase Commitment), as applicable, or the\nAdministrative Agent under the Parallel Purchase Commitment, such action\nreferred to in this clause (ii) shall control and apply to this Agreement as\nwell as the Parallel Purchase Commitment. No failure on the part of any Owner or\nany Managing Agent or any other Indemnified Party to exercise, and no delay in\nexercising, any right hereunder shall operate as a waiver thereof; nor shall any\nsingle or partial exercise of any right hereunder preclude any other or further\nexercise thereof or the exercise of any other right. Without limiting the\nforegoing, each Owner is hereby authorized by the Seller upon the occurrence and\nduring the continuance of an Event of Termination and from time to time, to the\nfullest extent permitted by law, to setoff and apply any and all deposits\n(general or special, time or demand, provisional or final) at any time held and\nother indebtedness at any time owing by such Owner to or for the credit or the\naccount of the Seller against any and all of the obligations of the Seller now\nor hereafter existing under this Agreement to such Owner irrespective of whether\nor not any formal demand shall have been made under this Agreement and although\nsuch obligations may be unmatured. Each Owner agrees promptly to notify the\nSeller and each other Owner after any such setoff and application; PROVIDED,\nHOWEVER, that the failure to give such notice shall not affect the validity of\nsuch setoff and application. The rights of each Owner under this SECTION 12.01\nare in addition to other rights and remedies (including, without limitation,\nother rights of setoff) which such Owner may have. The remedies herein provided\nare cumulative and not exclusive of any remedies provided by law.\n\n            SECTION 12.02 NOTICES, ETC. All notices and other communications\nhereunder shall, unless otherwise stated herein, be in writing (including\ntelegraphic, telecopy or telex communication) and mailed, telegraphed,\ntelecopied, telexed or delivered, (i) to each of the Seller, the Servicer, each\nManaging Agent and each initial Purchaser, at its address set forth \n\n\n                                       89\n\n\nunder its name on the signature pages hereof, (ii) to each Purchaser other than\nan initial Purchaser, at its address specified on the Assignment and Acceptance\npursuant to which it became a Purchaser hereunder or (iii) to any party hereto\nat such other address as shall be designated by such party in a written notice\nto the other parties hereto. All such notices and communications shall, when\nmailed, telegraphed, telecopied or telexed, be effective when deposited in the\nmails, delivered to the telegraph company, transmitted by telecopier or\nconfirmed by telex answerback, respectively, except that notices and\ncommunications to the Administrative Agent pursuant to ARTICLE II shall not be\neffective until received by the Administrative Agent.\n\n            SECTION 12.03 BINDING EFFECT; ASSIGNABILITY. This Agreement shall\nbe binding upon and inure to the benefit of the Seller, WORLDCOM, each Managing\nAgent, each Owner and each other Indemnified Party and their respective\nsuccessors and assigns, except that neither the Seller nor WORLDCOM shall have\nthe right to assign its rights or obligations hereunder or any interest herein\nwithout the prior written consent of each Managing Agent. This Agreement shall\ncreate and constitute the continuing obligation of the parties hereto in\naccordance with its terms, and shall remain in full force and effect until such\ntime, after the Facility Termination Date, as no Capital of any Receivable\nInterest shall be outstanding and no Yield, fee or other amounts payable\nhereunder shall remain unpaid; PROVIDED, HOWEVER, that rights and remedies with\nrespect to the provisions of SECTIONS 2.10, 2.11, 2.12, 10.01, 12.04, 12.05,\n12.06 and 12.07 shall be continuing and shall survive any termination of this\nAgreement.\n\n            SECTION 12.04 COSTS AND EXPENSES. (a) In addition to the rights of\nindemnification granted under this Agreement, the Seller agrees to pay on demand\nall costs and expenses in connection with the preparation, execution, delivery\nand administration (including periodic auditing of Receivables by an independent\naccounting firm pursuant to SECTION 5.01(E)) of, and searches and filings in\nrespect of, this Agreement, the other Transaction Documents and the other\ndocuments and agreements to be delivered hereunder and thereunder, including,\nwithout limitation, the reasonable fees and disbursements of counsel for the\nAdministrative Agent with respect thereto and advising the Administrative Agent\nas to its rights and remedies hereunder. The Seller further agrees to pay on\ndemand all costs and expenses, if any (including, without limitation, reasonable\ncounsel fees and disbursements), of the Administrative Agent, each Owner, each\nManaging Agent and any Affiliate thereof, in connection with the enforcement\n(whether through negotiations, legal proceedings or otherwise) of this\nAgreement, the other Transaction Documents and the other documents and\nagreements to be delivered in connection herewith or therewith.\n\n            (b) In addition, the Seller shall pay when due, to the extent not\notherwise required to be paid hereunder, any and all costs and expenses of any\nissuing agent or other Person responsible for the administration of each\nPurchaser's promissory note program in connection with the preparation,\ncompletion, issuance, delivery or payment of commercial paper notes issued to\nfund the Purchase or maintenance of any Receivable Interest.\n\n            (c) The Seller also shall pay on demand all other costs, expenses\nand taxes (excluding taxes referred to in clauses (i), (ii) and (iii) of SECTION\n2.12(a)) incurred by each Owner or any general or limited partner or shareholder\nof each such Owner (\"OTHER COSTS\"), including, without limitation, (i) any and\nall costs relating to all arrangements contemplated \n\n\n                                       90\n\n\nhereby with any of the Lock-Box Banks, (ii) the costs of auditing each Owner's\nbooks by certified public accountants and of rating each Owner's commercial\npaper notes by independent financial rating agencies, PROVIDED, that the Seller\nshall only be obligated to pay such rating agency costs which are incurred in\nconnection with the preparation, negotiation, execution and delivery of this\nAgreement, (iii) the taxes (excluding taxes referred to in clauses (i), (ii) and\n(iii) of SECTION 2.12 (all resulting from each Owner's operations, and (iv) the\nreasonable fees and disbursements of counsel for each Owner or any counsel for\nany general or limited partner or shareholder of each Owner with respect to\nadvising such Owner or any general or limited partner or shareholder of such\nOwner as to its rights and remedies under this Agreement, the other Transaction\nDocuments and the agreements and documents entered into in connection herewith\nor therewith, the enforcement of this Agreement, the other Transaction Documents\nand the agreements and documents entered into in connection herewith or\ntherewith, or advising as to matters relating to such Owner's operations, or\nadvising such Owner or any general or limited partner or shareholder of such\nOwner as to the issuance of such Owner's commercial paper notes and acting in\nconnection with such issuance; PROVIDED, HOWEVER, that if any Owner enters into\nagreements for the purchase of interests in receivables from one or more other\nPersons (\"Other Sellers\"), the Seller and such Other Sellers shall each be\nliable for such Other Costs ratably in accordance with the usage under the\nrespective facilities of such Owner to purchase receivables or interests therein\nfrom the Seller and each Other Seller; and PROVIDED FURTHER, that if such Other\nCosts are attributable to the Seller and not attributable to any Other Seller,\nthe Seller shall be solely liable for such Other Costs.\n\n            SECTION 12.05 NON-BUSINESS DAYS. In any case where any payment or\naction is due under this Agreement on a day which is not a Business Day, such\npayment or action may be made on the next succeeding Business Day, but such\nextension of time shall in such case be included in the computation of payment\nof interest, Yield, Liquidation Yield\/Fee or fees, as the case may be, for\npurposes of the applicable accrual period, PROVIDED, HOWEVER, that, if such\nextension would cause payment in respect of Capital or Yield for Receivable\nInterests for which Yield is computed by reference to the Assignee Rate to be\nmade in the next following calendar month, such payment shall be made on the\nnext preceding Business Day.\n\n            SECTION 12.06 NO PROCEEDINGS. (a) Each of the Seller, WORLDCOM,\nthe Administrative Agent, each Managing Agent and each Purchaser hereby agree\nthat they will not institute against or join or assist any Person in instituting\nagainst, any other Purchaser any proceeding of the type referred to in SECTION\n7.01(G) so long as any commercial paper notes issued by such other Purchaser\nshall be outstanding or there shall not have elapsed one year plus one day since\nthe last day on which any such commercial paper notes shall have been\noutstanding.\n\n            (b) Each of the parties hereto hereby agrees that they will not\ninstitute against the Seller any proceeding of the type referred to in SECTION\n7.01(G).\n\n            SECTION 12.07 OBLIGATIONS OF THE PURCHASERS; NO RECOURSE. Anything\nherein to the contrary notwithstanding, the obligations of each Purchaser under\nthis Agreement and all other Transaction Documents are solely the business\nentity obligations of such Purchaser and shall be payable solely from the assets\nof such Purchaser in excess of funds necessary to pay matured and maturing\ncommercial paper notes issued by such Purchaser. No recourse shall be \n\n\n                                       91\n\n\nhad for the payment of any amount owing by any Purchaser under this Agreement,\nor for the payment by any Purchaser of any fee in respect hereof or any other\nobligation or claim of or against any Purchaser arising out of or based on this\nAgreement, against any stockholder, employee, officer, director or incorporator\nof any such Purchaser.\n\n            SECTION 12.08 CONFIDENTIALITY. Except as otherwise required by\napplicable law, each of the parties hereto agrees to maintain the\nconfidentiality of this Agreement, the Parallel Purchase Commitment, the\nReceivables Contribution and Sale Agreement, Consent and Agreement, the Fee\nLetters (and all drafts thereof) and all non-public information delivered in\nconnection herewith in communications with third parties and otherwise; PROVIDED\nthat this Agreement, the Parallel Purchase Commitment, the Receivables\nContribution and Sale Agreement, Consent and Agreement, the Fee Letters and such\ninformation may be disclosed (i) to third parties to the extent such disclosure\nis made pursuant to a written confidentiality agreement in form and substance\nsubstantially identical to this SECTION 12.08, (ii) to the Seller's, the\nServicer's, the Administrative Agent's, each Managing Agent's and each Owner's\nlegal counsel, accountants and auditors if they agree to hold it confidential,\n(iii) to any rating agency, (iv) to any regulatory authority having jurisdiction\nover the Seller, the Servicer, the Administrative Agent, any Managing Agent or\nan Owner, and (v) pursuant to court order or subpoena; PROVIDED, HOWEVER, that\neach of the parties hereto agrees that the disclosure of this Agreement, the\nReceivables Contribution and Sale Agreement, the Consent and Agreement, the Fee\nLetters or other information required to be made by or pursuant to court order\nor subpoena will not be made until the other parties hereto have been notified\nat least five Business Days in advance of any such disclosure, unless such\nnotification is prohibited by applicable law or such court order or subpoena.\n\n            SECTION 12.09 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,\nAND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.\n\n            SECTION 12.10 CONSENT TO JURISDICTION, ETC. (a) Each of the\nparties hereto hereby irrevocably and unconditionally submits, for itself and\nits property, to the nonexclusive jurisdiction of any New York State court or\nFederal court of the United States of America sitting in New York City, and any\nappellate court from any thereof, in any action or proceeding arising out of or\nrelating to this Agreement or any of the other Transaction Documents to which it\nis a party, or for recognition or enforcement of any judgment, and each of the\nparties hereto hereby irrevocably and unconditionally agrees that all claims in\nrespect of any such action or proceeding may be heard and determined in any such\nNew York State court or, to the extent permitted by law, in such Federal court.\nEach of the parties hereto hereby agrees that service of process in any such\naction or proceeding may be effected by mailing a summons and complaint to it at\nits address specified in SECTION 12.02 by registered mail, return receipt\nrequested, or in any other manner permitted by applicable law. Each of the\nparties hereto agrees that a final judgment in any such action or proceeding\nshall be conclusive and may be enforced in other jurisdictions by suit on the\njudgment or in any other manner provided by law. Nothing in this Agreement shall\naffect any right that any party may otherwise have to bring any action or\nproceeding relating to this Agreement or any of the other Transaction Documents\nin the courts of any other jurisdiction.\n\n\n                                       92\n\n\n            (b) Each of the parties hereto irrevocably and unconditionally\nwaives, to the fullest extent it may legally and effectively do so, any\nobjection that it may now or hereafter have to the laying of venue of any action\nor proceeding arising out of or relating to this Agreement or any of the other\nTransaction Documents to which it is a party in any New York State or Federal\ncourt. Each of the parties hereto hereby irrevocably waives, to the fullest\nextent permitted by law, the defense of an inconvenient forum to the maintenance\nof such action or proceeding in any such court.\n\n            SECTION 12.11 EXECUTION IN COUNTERPARTS. This Agreement may be\nexecuted in any number of counterparts, each of which when so executed shall be\ndeemed to be an original and all of which when taken together shall constitute\none and the same agreement. Delivery by telecopier of an executed counterpart of\na signature page to this Agreement shall be effective as delivery of an original\nexecuted counterpart of this Agreement.\n\n            SECTION 12.12 INTENT OF THE PARTIES. (a) It is the intention of\nthe parties hereto that each Purchase and reinvestment shall convey to each\nOwner, to the extent of its Receivable Interests, an undivided ownership\ninterest in the Pool Receivables and the Related Security and Collections in\nrespect thereof and that such transaction shall constitute a purchase and sale\nand not a secured loan. If, notwithstanding such intention, the conveyance of\nthe Receivable Interests from the Seller to the Administrative Agent for the\nbenefit of any Owner shall ever be recharacterized as a secured loan and not a\nsale, it is the intention of the parties hereto that this Agreement shall\nconstitute a security agreement under applicable law, and that the Seller shall\nbe deemed to have granted to the Administrative Agent for the benefit of such\nOwner, to the extent of said Owner's Receivable Interests, a duly perfected\nfirst priority security interest in all of the Seller's right, title and\ninterest in, to and under the Pool Receivables, whether now owned or hereafter\nacquired, and the Related Security and Collections with respect thereto from\ntime to time and all cash and non-cash proceeds in respect thereof, free and\nclear of Adverse Claims. For such purpose, the Seller hereby grants to the\nAdministrative Agent for the benefit of each Owner, to the extent of such\nOwner's Receivable Interests, a duly perfected first priority security interest\nin all of the Seller's right, title and interest in, to and under the Pool\nReceivables, whether now owned or hereafter acquired, and the Related Security\nand Collections with respect thereto from time to time and all cash and non-cash\nproceeds in respect thereof.\n\n            (b) Notwithstanding SECTION 12.12(A) or any other provision of this\nAgreement, the parties hereto agree to treat the transfers of Receivable\nInterests described herein as secured financing for all federal, state and local\ntax purposes.\n\n            SECTION 12.13 ENTIRE AGREEMENT. This Agreement and the other\nTransaction Documents contain a final and complete integration of all prior\nexpressions by the parties hereto with respect to the subject matter hereof and\nshall constitute the entire agreement and understanding among the parties hereto\nwith respect to the subject matter hereof and supersede all prior agreements and\nunderstandings, written or oral, relating to the subject matter hereof.\n\n            SECTION 12.14 SEVERABILITY OF PROVISIONS. Any provision of this\nAgreement which is prohibited or unenforceable in any jurisdiction shall, as to\nsuch jurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the \n\n\n                                       93\n\n\nremaining provisions hereof or affecting the validity or enforceability of such\nprovision in any other jurisdiction.\n\n            SECTION 12.15 AMENDMENT, RESTATEMENT AND CONSENT. (a) This\nAgreement amends and restates in its entirety the Second A&amp;R Agreement. Upon the\neffectiveness of this Agreement, the terms and provisions of the Second A&amp;R\nAgreement shall, subject to this SECTION 12.15, be superseded hereby.\nNotwithstanding the amendment and restatement of the Second A&amp;R Agreement by\nthis Agreement, the Seller and the Servicer shall continue to be liable to the\nAdministrative Agent, the Managing Agents, the Purchasers and the other Owners\nwith respect to agreements on the part of the Seller and the Servicer under the\nSecond A&amp;R Agreement to indemnify any of the Administrative Agent, the Managing\nAgents, the Purchasers and the other Owners in connection with events or\nconditions arising or existing prior to the date hereof. This Agreement is given\nin substitution for the Second A&amp;R Agreement. Upon the effectiveness of this\nAgreement, each reference to the Original Agreement, the A&amp;R Agreement or the\nSecond A&amp;R Agreement in any other document, instrument or agreement (including,\nwithout limitation, the Certificates) and\/or delivered in connection therewith\nshall mean and be a reference to this Agreement. This Agreement is not a\nnovation. Nothing contained herein or in any of the other Transaction Documents,\nunless expressly herein or therein stated to the contrary, is intended to amend,\nmodify or otherwise affect any other instrument, document or agreement executed\nand\/or delivered in connection with the Original Agreement, the A&amp;R Agreement or\nthe Second A&amp;R Agreement. All amounts outstanding under the Original Agreement,\nthe A&amp;R Agreement or the Second A&amp;R Agreement immediately prior to giving effect\nto this Agreement to each Purchaser and each Managing Agent that is a party\nthereto shall be deemed to be outstanding under this Agreement. Each Certificate\nissued under the Original Agreement, the A&amp;R Agreement or the Second A&amp;R\nAgreement and outstanding immediately prior to giving effect to this Agreement\nshall be deemed to be a Certificate hereunder.\n\n            (b) The Seller, the Administrative Agent, Bank One, and each\nPurchaser that holds a Certificate as defined in, and issued under, the Original\nAgreement, the A&amp;R Agreement or the Second A&amp;R Agreement hereby agree that each\nsuch Certificate is, effective upon the effectiveness of this Agreement and on\nand after the date hereof, hereby amended by deleting, in the first paragraph of\neach such Certificate, the parenthetical phrase, \"(the \"ADMINISTRATIVE Agent\")\".\n\n            (c) Each of the parties hereto consents to the amendment and\nrestatement of the Receivables Contribution and Sale Agreement in the form of\nExhibit F hereto.\n\n            SECTION 12.16 WAIVER OF JURY TRIAL. Each of the parties hereto\nirrevocably waives all right to trial by jury in any action, proceeding or\ncounterclaim (whether based on contract, tort or otherwise) arising out of or\nrelating to this Agreement or any of the other Transaction Documents, the\nPurchases or the actions of the Administrative Agent, any Managing Agent or any\nother Indemnified Party in the negotiation, administration, performance or\nenforcement hereof or thereof.\n\n\n\n                            (SIGNATURE PAGES FOLLOW)\n\n\n                                       94\n\n\n            IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized, as of the date\nfirst above written.\n\n\n                              MCI WORLDCOM RECEIVABLES CORPORATION,\n                              as Seller\n\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              1133 19th Street, N.W.\n                              Washington, D.C. 20036\n                              Attention:  Margaret Barry\n                              Senior Manager, Treasury Operations\n                              Telephone No.:  (202) 736-6590\n                              Telecopier No.:  (202) 736-6697\n\n\n\n                              WORLDCOM, INC.,\n                              as Servicer\n\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              1133 19th Street, N.W.\n                              Washington, D.C. 20036\n                              Attention:  Margaret Barry\n                              Senior Manager, Treasury Operations\n                              Telephone No.:  (202) 736-6590\n                              Telecopier No.: (202) 736-6697\n\n\n                              CORPORATE ASSET FUNDING COMPANY, INC.\n\n                              By:   CITICORP NORTH AMERICA, INC., as\n                                    Attorney-in-Fact\n\n                                    By:\n                                       --------------------------------\n                                    Name:\n                                    Title:\n\n                              450 Mamaroneck Avenue\n                              Harrison, N.Y. 10528\n                              Attention:  Global Securitization\n                              Telephone No.:  (914) 899-7170\n                              Telecopier No.:  (914) 899-7890\n\n\n                               CHARTA CORPORATION\n\n                              By:   CITICORP NORTH AMERICA, INC., as\n                                    Attorney-in-Fact\n\n                                    By:\n                                       --------------------------------\n                                    Name:\n                                    Title:\n\n                              450 Mamaroneck Avenue\n                              Harrison, N.Y. 10528\n                              Attention:  Global Securitization\n                              Telephone No.:  (914) 899-7170\n                              Telecopier No.:  (914) 899-7890\n\n\n                              CITICORP NORTH AMERICA, INC.,\n                              as CNAI Conduits Managing Agent and as Co-Lead\n                              Manager\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              450 Mamaroneck Avenue\n                              Harrison, N.Y. 10528\n                              Attention:  Global Securitization\n                              Telephone No.:  (914) 899-7170\n                              Telecopier No.:  (914) 899-7890\n\n\n                              with a copy to:\n\n                              Citicorp North America, Inc.\n                              388 Greenwich Street, 19th Floor\n                              New York, New York 10013\n                              Attention:  Global Securitization\n                              Telephone No.:  (212) 816-0789\n                              Telecopier No.:  (212) 816-0270\n\n\n                              FALCON ASSET SECURITIZATION   CORPORATION\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              c\/o Bank One, NA (Main Office Chicago),\n                              Asset Backed Finance\n                              1 Bank One Plaza\n                              Suite IL1-0079, 1-19\n                              Chicago, IL 60670\n                              Attention:  Funding Manager\n                              Telecopier No.:  (312) 732-1844\n\n\n                              JUPITER SECURITIZATION CORPORATION\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              c\/o Bank One, NA (Main Office Chicago),\n                              Asset Backed Finance\n                              1 Bank One Plaza Suite IL1-0079, 1-19\n                              Chicago, IL 60670\n                              Attention:  Funding Manager\n                              Telecopier No.:  (312) 732-1844\n\n\n                              BANK ONE, NA (Main Office Chicago),\n                              as Bank One Conduits Managing Agent\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              Asset Backed Finance\n                              1 Bank One Plaza\n                              Suite IL1-0596, 1-21\n                              Chicago, IL 60670-0596\n                              Attention:  Funding Manager\n                              Telephone No.:  (312) 732-5528\n                              Telecopier No.:  (312) 732-4487\n\n\n                              GIRO BALANCED FUNDING CORPORATION\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              c\/o Global Securitization Services, LLC\n                              114 West 47th Street, Suite 1715\n                              New York, New York 10036\n                              Attention:  David Taylor\n                              Telephone No.:  (212) 302-5151\n                              Telecopier No.:  (212) 302-8767\n\n\n                              BAYERISCHE LANDESBANK, NEW YORK BRANCH, as GBFC\n                                 Managing Agent\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              560 Lexington Avenue\n                              New York, New York 10022\n                              Attention:  Structured Finance Group\n                              Telephone No.:  (212) 230-9005\n                              Telecopier No.:  (212) 230-9020\n\n\n                              DELAWARE FUNDING CORPORATION\n\n                              By:   JPMORGAN CHASE BANK,\n                                    as Attorney-In-Fact\n\n                                    By:\n                                       --------------------------------\n                                    Name:\n                                    Title:\n\n                              450 West 33rd Street, 15th Floor\n                              New York, NY 10001\n                              Attention:  Conduit Administration\n                              Telephone No.:  (212) 946-3748\n                              Telecopier No.:  (212) 946-8098\n                              email:  CPADMIN@chase.com\n\n                              With a copy to:\n\n                              JPMorgan Services\n                              500 Stanton Christiana Road\n                              Newark, DE 19713\n                              Attention:  Asset Finance Group\/2CS\n                              Telephone No.:  (302) 634-4204\n                              Telecopier No.:  (302) 634-5490\n\n\n                              JPMORGAN CHASE BANK,\n                              as Delaware Funding Managing Agent, as\n                              Co-Lead Manager, and as Administrative Agent\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              JPMorgan Chase Bank\n                              450 West 33rd Street, 15th Floor\n                              New York, NY 10001\n                              Attn:  Conduit Administration\n                              Telephone No.:  (212) 946-7782\n                              Telecopier No.:  (212) 946-8098\n                              email:  CPADMIN@chase.com\n\n                              with a copy to:\n\n                              JPMorgan Services\n                              500 Stanton Christiana Road\n                              Newark, DE  19713\n                              Attn:  Asset Finance Group\/2CS\n                              Telephone No.:  (302) 634-4204\n                              Telecopier No.:  (302) 634-5490\n\n\n                              PARADIGM FUNDING LLC\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              c\/o AMACAR Group, L.L.C.\n                              6525 Morrison Blvd., Suite 318\n                              Charlotte, North Carolina 28211\n                              Attention:  Douglas K. Johnson\n                              Telephone No:  (704) 365-0569\n                              Telecopier No:  (704) 365-1362\n\n\n                              WESTDEUTSCHE LANDESBANK GIROZENTRALE,\n                              NEW YORK BRANCH, as Paradigm Managing\n                              Agent\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              1211 Avenue of the Americas\n                              New York, New York 10036\n                              Attention:  Rahel Avigdor\n                              Telephone No:  (212) 597-8347\n                              Telecopier No:  (212) 852-5971\n\n\n                              LIBERTY STREET FUNDING CORPORATION\n\n\n                              By:\n                                  --------------------------------\n                              Name:\n                              Title:\n\n                              c\/o Global Securitization Services, LLC\n                              1675 Broadway, 24th Floor\n                              New York, New York 10019\n                              Attention:  Andrew Stidd, President\n                              Telephone No.:\n                              Telecopier No.:\n\n\n                              THE BANK OF NOVA SCOTIA, as Liberty\n                              Managing Agent\n\n                              By:\n                                 --------------------------------\n                              Name:\n                              Title:\n\n                              1675 Broadway, 24th Floor\n                              New York, New York 10019\n                              Attention:  Michael Eden, Director\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,7104,9361],"corporate_contracts_industries":[9415,9519],"corporate_contracts_types":[9564,9560],"class_list":["post-41249","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41249","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41249"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41249"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41249"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41249"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}