{"id":42951,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/undertaking-agreement-worldcom-inc-purchasers-banks-managing.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"undertaking-agreement-worldcom-inc-purchasers-banks-managing","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/undertaking-agreement-worldcom-inc-purchasers-banks-managing.html","title":{"rendered":"Undertaking Agreement &#8211; WorldCom Inc., Purchasers, Banks Managing Agents and JPMorgan Chase Bank"},"content":{"rendered":"<pre>\n                SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT\n\n                            Dated as of May 23, 2002\n\n                                     made by\n\n                                 WORLDCOM, INC.\n\n                                 as the Parent,\n                                 --------------\n\n                                   in favor of\n\n                          THE PURCHASERS NAMED HEREIN,\n\n                             THE BANKS NAMED HEREIN,\n\n                        THE MANAGING AGENTS NAMED HEREIN,\n\n                                       and\n\n                              JPMORGAN CHASE BANK,\n\n                             as Administrative Agent\n                             -----------------------\n\n\n\n                                TABLE OF CONTENTS\n\nPRELIMINARY STATEMENTS ........................................................1\nSECTION 1.  Unconditional Undertaking..........................................2\nSECTION 2.  Obligations Absolute...............................................2\nSECTION 3.  Waivers and Acknowledgments........................................3\nSECTION 4.  Subrogation........................................................3\nSECTION 5.  Representations and Warranties.....................................4\nSECTION 6.  Covenants..........................................................6\nSECTION 7.  Payments Free and Clear of Taxes, Etc..............................8\nSECTION 8.  Amendments, Etc....................................................8\nSECTION 9.  Addresses for Notices..............................................8\nSECTION 10. No Waiver, Remedies................................................8\nSECTION 11. Continuing Agreement, Assignments under Amended and Restated \n            Receivables Agreements.............................................9\nSECTION 12. Entire Agreement...................................................9\nSECTION 13. Severability of Provisions.........................................9\nSECTION 14. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.............9\nSECTION 15. Amendment and Restatement.........................................10\n\n\n\n\n\n\n\n\n                SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT\n\n       SECOND AMENDED AND RESTATED UNDERTAKING AGREEMENT (this \"AGREEMENT\"),\ndated as of May 23, 2002, made by WORLDCOM, INC. (the \"PARENT\"), in favor of\nCORPORATE ASSET FUNDING COMPANY, INC. (\"CAFCO\"), CHARTA CORPORATION (\"CHARTA\"\nand, together with CAFCO, the \"CNAI CONDUITS\"), FALCON ASSET SECURITIZATION\nCORPORATION (\"FASC\"), JUPITER SECURITIZATION CORPORATION (\"JSC\" and, together\nwith FASC, the \"BANK ONE CONDUITS\"), GIRO BALANCED FUNDING CORPORATION (\"GBFC\"),\nPARADIGM FUNDING LLC (\"Paradigm\"), LIBERTY STREET FUNDING CORPORATION\n(\"LIBERTY\"), DELAWARE FUNDING CORPORATION (\"DELAWARE FUNDING\" and, together with\nCHARTA, CAFCO, FASC, JSC, GBFC, Paradigm and Liberty, the \"PURCHASERS\"), BANK\nONE, NA (Main Office Chicago) (\"BANK ONE\"), for itself, as Managing Agent for\nFASC and JSC and the Bank One Conduits' respective successive Assignees,\nCITIBANK, N.A. (\"CITIBANK\"), BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH\n(\"BLBCI\"), BAYERISCHE LANDESBANK, NEW YORK BRANCH, (\"BLBNY\"), acting as Managing\nAgent for GBFC and GBFC's successive Assignees, WESTDEUTSCHE LANDESBANK\nGIROZENTRALE, NEW YORK BRANCH (\"WESTLB\"), acting for itself and as Managing\nAgent for Paradigm and Paradigm's successive Assignees, THE BANK OF NOVA SCOTIA\n(\"NOVA SCOTIA\"), acting by and through its New York Agency, for itself and as\nManaging Agent for Liberty and Liberty's successive Assignees, CITICORP NORTH\nAMERICA, INC. (\"CNAI\"), for itself and as Managing Agent for CAFCO and CHARTA\nand the CNAI Conduits' respective successive Assignees, JPMORGAN CHASE BANK\n(\"JPMORGAN\" and together with Bank One, Citibank, BLBCI, WestLB and Nova Scotia,\nthe \"BANKS\"), for itself, as Managing Agent for Delaware Funding and Delaware\nFunding's successive Assignees (such Managing Agent together with Bank One as\nManaging Agent for the Bank One Conduits, CNAI as Managing Agent for the CNAI\nConduits, BLBNY as Managing Agent for GBFC, WestLB as Managing Agent for\nParadigm and Nova Scotia as Managing Agent for Liberty, \"MANAGING AGENTS\") and\nas administrative agent (the \"ADMINISTRATIVE Agent\") for itself, the Purchasers,\nthe Managing Agents, the Group Managing Agents (as defined in the Parallel\nPurchase Commitment), the Banks and the other Members, the other Owners and the\nParticipants.\n\n       PRELIMINARY STATEMENTS.\n\n       1. The Parent owns, directly or indirectly, all of the issued and\noutstanding shares of common stock of MCI WORLDCOM Receivables Corporation, a\nDelaware corporation (the \"SELLER\") and each of the Originators (as defined in\nthe Amended and Restated Receivables Agreements).\n\n       2. Concurrently herewith, the Seller and the Parent as Servicer are\nentering into (A) a Third Amended and Restated Receivables Purchase Agreement\ndated as of date hereof (as amended, supplemented or otherwise modified from\ntime to time, the \"PURCHASERS AGREEMENT\") with the Purchasers, the Managing\nAgents, CNAI as Co-Lead Manager, and JPMorgan as Co-Lead Manager and as the\nAdministrative Agent, pursuant to which the Seller may sell to the Purchasers\nundivided percentage ownership interests in its accounts receivable that were\noriginally owed to the Originators and that have been acquired from time to time\nby the Seller from each Originator pursuant to an Amended and Restated\nReceivables Contribution and Sale Agreement dated as of May 23, 2002 (as\namended, supplemented or otherwise modified from time to time, the \"CONTRIBUTION\nAND SALE AGREEMENT\") among the Seller, each Originator, and the Parent as the\nBuyer's Servicer and (B) a Second Amended and Restated Receivables Purchase\nAgreement dated as of the date hereof (as amended, supplemented or otherwise\nmodified from time to time, the \"BANK AGREEMENT\" and, together with the\nPurchasers Agreement, the \"AMENDED AND RESTATED RECEIVABLES AGREEMENTS\") with\nthe Banks, the Group Managing Agents party thereto, CNAI as Co-Lead Manager, and\nJPMorgan as Co-Lead Manager and as the Administrative Agent, pursuant to which\nthe Seller may sell to the Banks undivided percentage ownership interests in its\naccounts receivable that were originally owed to each Originator and that have\nbeen acquired from time to time by the Seller from each Originator pursuant to\nthe Contribution and Sale Agreement.\n\n       3. Terms defined in either Amended and Restated Receivables Agreements or\nthe Contribution and Sale Agreement and not otherwise defined in this Agreement\nare used in this Agreement as defined in such Amended and Restated Receivables\nAgreements or the Contribution and Sale Agreement, as applicable.\n\n       4. It is a condition precedent to the effectiveness of each of the\nAmended and Restated Receivables Agreements that the Parent shall have executed\nand delivered this Agreement.\n\n\n\n       NOW, THEREFORE, in consideration of the premises, and the substantial\ndirect and indirect benefits to the Parent from the financing arrangements\ncontemplated by the Amended and Restated Receivables Agreements and the\nContribution and Sale Agreement and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the Parent hereby\nagrees as follows:\n\n       SECTION 1. UNCONDITIONAL UNDERTAKING. The Parent hereby unconditionally\nand irrevocably undertakes and agrees with and for the benefit of each of the\nPurchasers, the Banks and the other Members, the other Owners, the Managing\nAgents, the Group Managing Agents, the Participants and the Administrative Agent\n(collectively the \"INDEMNIFIED PARTIES\") to cause the due and punctual\nperformance and observance by each of (a) the Seller and its successors and\nassigns, (b) the Servicer (so long as any Affiliate of the Parent is the\nServicer) and (c) each of the Originators and each of their respective\nsuccessors and assigns, in each case of clauses (a), (b) and (c) of all of the\nterms, covenants, agreements, undertakings and other obligations on the part of\nthe Seller, the Servicer (so long as any Affiliate of the Parent is the\nServicer) or each of the Originators, as applicable, to be performed or observed\nunder each of the Amended and Restated Receivables Agreements, the Contribution\nand Sale Agreement and the other Transaction Documents and the other documents\ndelivered in connection therewith in accordance with the terms thereof,\nincluding, without limitation, the obligations to pay when due all monetary\nobligations of each of the Seller, the Servicer (so long as any Affiliate of the\nParent is the Servicer) and the Originators now or hereafter existing under the\nAmended and Restated Receivables Agreements, the Contribution and Sale Agreement\nand the other Transaction Documents, whether for Collections received, deemed\nCollections, Yield, interest, indemnifications, fees, costs, expenses or\notherwise (such terms, covenants, agreements, undertakings and other obligations\nbeing the \"OBLIGATIONS\") and undertakes and agrees to pay any and all expenses\n(including reasonable counsel fees and expenses) incurred by the Indemnified\nParties, or any of them, in enforcing any rights under this Agreement. In the\nevent that the Seller, the Servicer (so long as any Affiliate of the Parent is\nthe Servicer) or any of the Originators shall fail in any manner whatsoever to\nperform or observe any of its Obligations when the same shall be required to be\nperformed or observed, then the Parent shall itself duly and punctually perform\nor observe, or cause to be duly and punctually performed and observed, such\nObligation, and it shall not be a condition to the accrual of the obligation of\nthe Parent hereunder to perform or observe any Obligation (or to cause the same\nto be performed or observed) that any Indemnified Party shall have first made\nany request of or demand upon or given any notice to the Seller, the Servicer\n(whether or not any Affiliate of the Parent is the Servicer) or any of the\nOriginators or any of their successors or assigns, or have instituted any action\nor proceeding against the Seller, the Servicer (whether or not any Affiliate of\nthe Parent is the Servicer) or any of the Originators or any of their successors\nor assigns in respect thereof.\n\n       SECTION 2. OBLIGATIONS ABSOLUTE. The Parent undertakes and agrees that\nthe Obligations will be paid and performed strictly in accordance with the terms\nof the Transaction Documents and each other document delivered in connection\ntherewith, regardless of any law, regulation or order now or hereafter in effect\nin any jurisdiction affecting any of such terms or the rights of any Indemnified\nParty with respect thereto. The obligations of the Parent under this Agreement\nare independent of the Obligations, and a separate action or actions may be\nbrought and prosecuted against the Parent to enforce this Agreement,\nirrespective of whether any action is brought against the Seller, the Servicer\n(whether or not any Affiliate of the Parent is the Servicer) or any of the\nOriginators or whether the Seller, the Servicer (whether or not any Affiliate of\nthe Parent is the Servicer) or any of the Originators are joined in any such\naction or actions. The liability of the Parent under this Agreement shall be\nirrevocable, absolute and unconditional irrespective of, and the Parent hereby\nirrevocably waives any defenses (except for any defenses arising or accruing as\na result of the gross negligence or willful misconduct of the Indemnified\nParties) it may now or hereafter have in any way relating to, any or all of the\nfollowing:\n\n              (a) any lack of validity or enforceability of the Obligations or\n       any Pool Receivable, any Receivable Interest or any Related Security, or\n       of any Transaction Document or any other document relating thereto;\n\n              (b) any change in the time, manner or place of payment of, or in\n       any other term of, all or any of the Obligations under the Transaction\n       Documents or any other document relating thereto, or any other amendment\n       or waiver of or any consent to departure from any Transaction Document or\n       any other document relating thereto;\n\n\n                                       2\n\n\n              (c) any taking, exchange, release or nonperfection of or failure\n       to transfer title to any asset or collateral, or any taking, release,\n       amendment or waiver of or consent to departure from any guaranty, for all\n       or any of the Obligations;\n\n              (d) any manner of application of any asset or collateral, or\n       proceeds thereof, to all or any of the Obligations, or any manner of sale\n       or other disposition of any asset or collateral for all or any of the\n       Obligations or any other obligations of the Seller, the Servicer (whether\n       or not any Affiliate of the Parent is the Servicer) or any of the\n       Originators under the Transaction Documents or any other document\n       relating thereto;\n\n              (e) any change, restructuring or termination of the structure or\n       existence of the Seller, the Servicer (whether or not any Affiliate of\n       the Parent is the Servicer) or any of the Originators;\n\n              (f) any failure of any Indemnified Party to disclose to the Parent\n       any information relating to the financial condition, operations,\n       properties or prospects of the Seller or any of the Originators now or in\n       the future known to such Indemnified Party (the Parent waiving any duty\n       on the part of such Indemnified Party to disclose such information);\n\n              (g) any impossibility or impracticality of performance,\n       illegality, any act of any government, or any other circumstance\n       (including, without limitation, any statute of limitations) or any\n       existence of or reliance on any representation by any Indemnified Party\n       that might constitute a defense available to, or a discharge of, the\n       Seller, the Servicer (whether or not any Affiliate of the Parent is the\n       Servicer) or any of the Originators or a guarantor o f the Obligations;\n       or\n\n              (h) any other circumstance, event or happening whatsoever, whether\n       foreseen or unforeseen and whether similar or dissimilar to anything\n       referred to above in this Section 2.\n\nThis Agreement shall continue to be effective or be reinstated, as the case may\nbe, if at any time (x) any payment in connection with any of the Obligations is\nrescinded or must otherwise be returned by any Indemnified Party, or (y) any\nperformance or observance of any Obligation is rescinded or otherwise\ninvalidated, upon the insolvency, bankruptcy or reorganization of the Seller,\nthe Servicer (if any Affiliate of the Parent is the Servicer) or any of the\nOriginators or otherwise, all as though payment had not been made or as though\nsuch Obligation had not been performed or observed.\n\n       SECTION 3. WAIVERS AND ACKNOWLEDGMENTS. (a) The Parent hereby waives\npromptness, diligence, notice of acceptance and any other notice (except to the\nextent that such other notice is expressly required to be given to the Parent by\nany Indemnified Party pursuant to any other Transaction Document) with respect\nto any of the Obligations and this Agreement and any other document related\nthereto, and any requirement that any Indemnified Party protect, secure, perfect\nor insure any lien or any property subject thereto or exhaust any right or take\nany action against the Seller, the Servicer (whether or not any Affiliate of the\nParent is the Servicer) or any of the Originators or any other Person or any\nasset or collateral.\n\n       (b) The Parent hereby waives any right to revoke this Agreement, and\nacknowledges that this Agreement is continuing in nature and applies to all\nObligations, whether existing now or in the future.\n\n       SECTION 4. SUBROGATION. The Parent shall not exercise or assert any\nrights that it may now have or hereafter acquire against the Seller, the\nServicer (to the extent the Parent is not the Servicer), or any of the\nOriginators that arise from the existence, payment, performance or enforcement\nof the Parent's obligations under this Agreement or any other Transaction\nDocument, including, without limitation, any right of subrogation,\nreimbursement, exoneration, contribution or indemnification or any right to\nparticipate in any claim or remedy of any Indemnified Party against the Seller,\nsuch Servicer or any of the Originators or any asset or collateral, whether or\nnot such claim, remedy or right arises in equity or under contract, statute or\ncommon law, including, without limitation, the right to take or receive from the\nSeller, such Servicer or any of the Originators, directly or indirectly, in cash\nor other property or by setoff or in any other manner, payment or security on\naccount of such claim, remedy or right, unless and until all amounts in\nconnection with the Obligations and all amounts payable under this\n\n\n                                       3\n\n\nAgreement shall have been paid in full and all other amounts payable to the\nIndemnified Parties under the Transaction Documents shall have been paid in\nfull. If any amount shall be paid to the Parent in violation of the preceding\nsentence at any time prior to the later of (i) the payment in full of the\nObligations and all other amounts payable under this Agreement and all amounts\npayable to the Indemnified Parties under the Transaction Documents and (ii) the\nTermination Date, such amount shall be held in trust for the benefit of the\nIndemnified Parties and shall forthwith be paid to the Administrative Agent to\nbe credited and applied to the Obligations, whether matured or unmatured, in\naccordance with the terms of the Transaction Documents or to be held by the\nAdministrative Agent as collateral security for any Obligations payable under\nthis Agreement thereafter arising.\n\n       SECTION 5. REPRESENTATIONS AND WARRANTIES. The Parent hereby represents\nand warrants as follows:\n\n              (a) The Parent 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 Parent (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 Seller and the Originators\n       have obtained all Authorizations of the FCC and any applicable PUC\n       necessary to conduct their businesses, and all such Authorizations are in\n       full force and effect, without conditions, except such conditions as are\n       generally applicable to holders of such Authorizations.\n\n              (b) All of the issued and outstanding shares of common stock of\n       the Seller and each of the Originators are owned, directly or indirectly,\n       by the Parent, free and clear of any Adverse Claim.\n\n              (c) The execution, delivery and performance by the Parent of each\n       of this Agreement and the other Transaction Documents to which the Parent\n       is a party, and the transactions contemplated hereby and thereby, are\n       within the Parent's corporate powers, have been duly authorized by all\n       necessary corporate action and do not (i) contravene the Parent's charter\n       or bylaws, (ii) violate any law, rule, regulation, order, writ, judgment,\n       injunction, decree, determination or award binding on or affecting the\n       Parent or any of its properties, or (iii) breach or result in a default\n       under, or result in the acceleration of (or entitle any party to\n       accelerate) the maturity of any obligation of the Parent under, or result\n       in or require the creation of any lien upon or security interest in any\n       property of the Parent pursuant to the terms of, any credit or loan\n       agreement, indenture, or other agreement or instrument binding on or\n       affecting the Parent or any of its properties. Each of this Agreement and\n       the other Transaction Documents to which the Parent is a party have been\n       duly executed and delivered by the Parent.\n\n              (d) 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       Parent of this Agreement or any of the other Transaction Documents to\n       which the Parent is a party or to ensure the legality, validity or\n       enforceability hereof or thereof.\n\n              (e) Each of this Agreement and the other Transaction Documents to\n       which the Parent is a party are the legal, valid and binding obligation\n       of the Parent enforceable against the Parent in accordance with its\n       terms, subject to bankruptcy, insolvency, reorganization, moratorium or\n       similar laws affecting the rights of creditors generally and to general\n       equitable principles.\n\n              (f) The consolidated balance sheet of the Parent and its\n       subsidiaries as at December 31, 2001, and the related consolidated\n       statements of income and cash flows of the Parent and its subsidiaries\n       for the fiscal year then ended, in each case certified by Arthur Andersen\n       LLP, independent public accountants, and the consolidated balance sheet\n       of the Parent and its subsidiaries as at March 31, 2002, and the related\n       consolidated statements of income and cash flows of the Parent and its\n       subsidiaries for the three- month period then ended, each certified by a\n       Senior Financial Officer of the Parent, copies of which have been\n       furnished to the Administrative Agent and each Managing Agent, fairly\n       present in all material respects, subject (in the case of such\n       consolidated balance sheet as of March 31, 2002 and such consolidated\n       statements of income and cash flows for the three months then ended) to\n       year-end audit adjustments, the\n\n\n                                       4\n\n\n       consolidated financial condition of the Parent and its subsidiaries as at\n       such dates and the consolidated results of the operations of the Parent\n       and its subsidiaries for the period ended on such dates, all in\n       accordance with GAAP and, since December 31, 2001, and except as set\n       forth in (i) that certain Form 10-Q filed by and in respect of the Parent\n       with the U.S. Securities and Exchange Commission (the \"SEC\") on or about\n       May 15, 2002 (exclusive of, and without giving effect to, the financial\n       statements contained in such Form 10-Q, but inclusive of, and giving\n       effect to, the footnotes related to such financial statements) and (ii)\n       Schedule V to the Purchasers Agreement, there has been no material\n       adverse change in such condition or operations of the Parent, or the\n       ability of the Parent to perform its obligations hereunder or under any\n       other Transaction Document to which it is a party.\n\n              (g) There is no pending or, to the knowledge of the Parent,\n       threatened action, suit or proceeding affecting the Parent 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 Parent or any such subsidiary, could be a Material\n       Adverse Event, or that purports to affect the legality, validity or\n       enforceability of this Agreement or any of the other Transaction\n       Documents to which the Parent is a party.\n\n              (h) Each Monthly Report, Weekly Report, Daily Report and\n       Receivables Activity Report (in each case if prepared by the Parent or\n       any Affiliate thereof, or to the extent that information contained\n       therein is supplied by the Parent or any Affiliate thereof), and each\n       notice or other written item of information, exhibit, financial\n       statement, document, book, record or report, furnished or to be furnished\n       at any time by the Parent or any Affiliate thereof to any Indemnified\n       Party in each case in connection with any Transaction Document is or will\n       be 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              (i) There are no conditions precedent to the effectiveness of this\n       Agreement or any of the other Transaction Documents to which the Parent\n       is a party that have not been satisfied or waived.\n\n              (j) The obligations of the Parent under this Agreement and each of\n       the other Transaction Documents to which the Parent is a party do rank\n       and will rank at least PARI PASSU in priority of payment and in all other\n       respects with all other unsecured Debt of the Parent.\n\n              (k) The Parent 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\n       statute. Neither the Parent nor any of its Affiliates is an \"investment\n       company\" within the meaning of the Investment Company Act of 1940, as\n       amended, or any successor statute.\n\n              (l) [Intentionally Omitted.]\n\n              (m) (i) No Plan has incurred an accumulated funding deficiency, as\n       defined in Section 302 of ERISA and Section 412 of the Code, (ii) neither\n       the Parent nor any ERISA Affiliate has incurred material liability which\n       is currently due and remains unpaid under Title IV of ERISA to the PBGC\n       or to a Plan in connection with any such Plan, (iii) neither the Parent\n       nor any ERISA Affiliate has withdrawn in whole or in part from\n       participation in a Multiemployer Plan, (iv) the Parent has not engaged in\n       any \"prohibited transaction\" (as defined in Section 406 of ERISA or\n       Section 4975 of the Code) which would be a Material Adverse Event, and\n       (v) no Reportable Event has occurred which is likely to result in the\n       termination of a Plan. The present value of all benefit liabilities\n       within the meaning of Title IV of ERISA under each Plan (based on those\n       actuarial assumptions used to fund such Plan) did not, as of the last\n       annual valuation date for the 1998 plan year of such Plan, exceed the\n       value of the assets of such Plan, and the total present values of all\n       benefit liabilities within the meaning of Title IV of ERISA of all Plans\n       (based on the actuarial assumptions used to fund each such Plan) did not,\n       as of the respective annual valuation dates for the 1998 plan year of\n       each such Plan, exceed the value of the assets of all such Plans.\n\n\n                                       5\n\n\n       SECTION 6. COVENANTS. The Parent covenants and agrees that, until the\ndate that occurs 365 days after the latest of (i) the Facility Termination Date,\n(ii) the Commitment Termination Date, and (iii) the date on which no Capital of\nany Receivable Interest shall be outstanding and no Yield, fees or other amounts\nremain unpaid under either of the Amended and Restated Receivables Agreements,\nthe Parent will, unless all the Managing Agents and the Banks shall otherwise\nconsent in writing:\n\n              (a) COMPLIANCE WITH LAWS, ETC. Comply in all material respects\n       with the provisions of all Laws applicable to it, including, without\n       limitation, all rules and regulations promulgated by the FCC or any\n       applicable PUC.\n\n              (b) PRESERVATION OF CORPORATE EXISTENCE, ETC. At all times (i)\n       maintain its existence and good standing in the jurisdiction of its\n       organization (PROVIDED, HOWEVER, that the Parent may consummate any\n       merger or consolidation permitted under Section 6(e)) and its authority\n       to transact business in all other jurisdictions where the failure to so\n       maintain its authority to transact business could be a Material Adverse\n       Event; (ii) maintain all licenses, permits, and franchises necessary for\n       its business where the failure to so maintain could be a Material Adverse\n       Event; (iii) keep all of its assets which are used in and necessary to\n       its business in good working order and condition (ordinary wear and tear\n       excepted) and make all necessary repairs thereto and replacements\n       thereof, except where the failure to do so would not be a Material\n       Adverse Event; and (iv) do all things necessary to obtain, renew, extend,\n       and continue in effect all Authorizations issued by the FCC or any\n       applicable PUC which may at any time and from time to time be necessary\n       for the Parent and its consolidated subsidiaries to operate their\n       businesses in compliance with applicable Law, where the failure to so\n       renew, extend, or continue in effect could be a Material Adverse Event.\n\n              (c) INSPECTIONS. On and after the occurrence of any Event of\n       Termination or Potential Event of Termination, allow the Administrative\n       Agent or any Managing Agent or any Bank (or their respective agents or\n       representatives) to inspect any of the properties of the Parent or any of\n       its consolidated subsidiaries, to review reports, files, and other\n       records of the Parent or any of its consolidated subsidiaries and to make\n       and take away copies thereof, to conduct tests or investigations, and to\n       discuss any of the affairs, conditions, and finances of the Parent or any\n       of its consolidated subsidiaries with the other creditors, directors,\n       officers, employees, other representatives, and independent accountants\n       of the Parent and its consolidated subsidiaries, from time to time,\n       during reasonable business hours, as often as may be desired, and all at\n       the expense of the Parent.\n\n              (d) REPORTING REQUIREMENTS. Furnish to the Administrative Agent:\n\n                     (i) Promptly after preparation, and no later than 110 days\n              after the last day of each fiscal year of the Parent, Financial\n              Statements showing the consolidated financial condition and\n              results of operations calculated for the Parent and its\n              consolidated subsidiaries (or in lieu thereof the Form 10-K of the\n              Parent and its consolidated subsidiaries filed with the SEC for\n              such fiscal year), accompanied by the unqualified opinion of a\n              firm of nationally recognized independent certified public\n              accountants, based on an audit using generally accepted auditing\n              standards, that such Financial Statements were prepared in\n              accordance with GAAP and present fairly in all material respects\n              the consolidated financial condition and results of operations of\n              the Parent and its consolidated subsidiaries (PROVIDED, HOWEVER,\n              that no such Financial Statements shall be required if such\n              Financial Statements are available on the SEC's Electronic Data\n              Gathering, Analysis and Retrieval database);\n\n                     (ii) Promptly after preparation, and no later than 65 days\n              after the last day of each fiscal quarter of the Parent (other\n              than the fourth fiscal quarter of each fiscal year), Financial\n              Statements showing the consolidated financial condition and\n              results of operations calculated for the Parent and its\n              consolidated subsidiaries subject to year end audit adjustment (or\n              in lieu thereof the Form 10-Q of the Parent and its consolidated\n              subsidiaries filed with the SEC for such fiscal quarter)\n              (PROVIDED, HOWEVER, that no such Financial Statements shall be\n              required if such Financial Statements are available on the SEC's\n              Electronic Data Gathering, Analysis and Retrieval database);\n\n\n                                       6\n\n\n                     (iii) as soon as possible and in any event within five days\n              after the occurrence of each Event of Termination and each\n              Potential Event of Termination, a statement of a Senior Financial\n              Officer of the Parent setting forth details of such Event of\n              Termination or Potential Event of Termination and the action that\n              the Parent has taken and proposes to take with respect thereto;\n\n                     (iv) promptly after the sending or filing thereof, copies\n              of all reports that the Parent sends to any of its\n              securityholders, and copies of all reports and registration\n              statements that the Parent files with the SEC (PROVIDED, HOWEVER,\n              that no such copies shall be required with respect to any such\n              reports and registration statements which are available on the\n              SEC's Electronic Data Gathering, Analysis and Retrieval database);\n\n                     (v) promptly upon its receipt of any notice, request for\n              consent, financial statements, certification, report or other\n              communication under or in connection with any Transaction Document\n              from any Person other than the Administrative Agent or any\n              Managing Agent, copies of the same;\n\n                     (vi) as soon as possible and in any event within five days\n              of the Parent's knowledge thereof, notice of (A) any litigation,\n              investigation or proceeding against the Parent or any of its\n              Affiliates which may exist at any time and which, in the\n              reasonable judgment of the Parent, could have a material adverse\n              effect on the financial condition or results of operations of the\n              Parent, impair the ability of the Parent to perform its\n              obligations under this Agreement, or materially adversely affect\n              the collectibility of the Pool Receivables, and (B) any material\n              adverse development in any such previously disclosed litigation,\n              investigation or proceeding;\n\n                     (vii) promptly after the Parent knows or has reason to know\n              of any of the following events, notice of such event: (A) the\n              occurrence of a Reportable Event that, alone or together with any\n              other Reportable Event, could reasonably be expected to result in\n              liability of the Parent to the PBGC in an aggregate amount\n              exceeding $100,000,000; (B) any expressed statement in writing on\n              the part of the PBGC of its intention to terminate any Plan or\n              Plans; (C) the Parent's or an ERISA Affiliate's becoming obligated\n              to file with the PBGC a notice of failure to make a required\n              installment or other payment with respect to any Plan; or (D) the\n              receipt by the Parent or an ERISA Affiliate from the sponsor of a\n              Multiemployer Plan of either a notice concerning the imposition of\n              withdrawal liability in an aggregate amount exceeding $100,000,000\n              or of the impending termination or reorganization of such\n              Multiemployer Plan;\n\n                     (viii) promptly after the Parent knows or has reason to\n              know that any of the Parent's long-term public senior unsecured\n              and unguaranteed debt securities shall have been downgraded in\n              rating by S&amp;P or Moody's or placed on CreditWatch with negative\n              implications (or any equivalent status) by S&amp;P or Moody's, notice\n              of such downgrade or placement; and\n\n                     (ix) such other information, documents, records or reports\n              respecting the condition or operations, financial or otherwise, of\n              the Parent or any of its subsidiaries as the Administrative Agent\n              or any Managing Agent may from time to time reasonably request.\n\n              (e) STOCK OWNERSHIP. Continue to own, directly or indirectly, all\n       of the issued and outstanding shares of the capital stock of the Seller\n       and each of the Originators free and clear of any Adverse Claim.\n\n              (f) MERGER, ETC. Not merge into or consolidate with any Person or\n       permit any Person to merge into it, unless, in each case, (i) such merger\n       or consolidation is permitted under and in accordance with the WORLDCOM\n       Credit Agreement and (ii) the corporation formed by such consolidation or\n       into which the Parent shall be merged shall, at the effective time of\n       such merger or consolidation, assume the Parent's obligations under this\n       Agreement and the other Transaction Documents to which it is a party in a\n       writing reasonably satisfactory in form and substance to the Managing\n       Agents.\n\n\n                                       7\n\n\n              (g) TAXES. File all tax returns and reports required by law to be\n       filed by it and promptly pay all taxes and governmental charges at any\n       time owing, except any such taxes which are not yet delinquent or are\n       being diligently contested in good faith by appropriate proceedings and\n       for which adequate reserves in accordance with GAAP have been set aside\n       on its books.\n\n       SECTION 7. PAYMENTS FREE AND CLEAR OF TAXES, ETC. (a) Any and all\npayments by the Parent hereunder shall be made free and clear of and without\ndeduction for any and all present or future Taxes. If the Parent or the\nAdministrative Agent shall be required by law to deduct any Taxes from or in\nrespect of any sum payable hereunder to any Indemnified Party, (i) the sum\npayable shall be increased as may be necessary so that after making all required\ndeductions (including deductions applicable to additional sums payable under\nthis Section 7) such Indemnified Party receives an amount equal to the sum it\nwould have received had no such deductions been made, (ii) the Parent or the\nAdministrative Agent shall make such deductions and (iii) the Parent or the\nAdministrative Agent shall pay the full amount deducted to the relevant taxation\nauthority or other authority in accordance with applicable law.\n\n              (b) In addition, the Parent shall pay any present or future Other\n       Taxes that arise from any payment made hereunder or from the execution,\n       delivery or registration of, performing under, or otherwise with respect\n       to, this Agreement.\n\n              (c) The Parent shall indemnify each Indemnified Party for and hold\n       it harmless against the full amount of Taxes and Other Taxes (including,\n       without limitation, taxes of any kind imposed by any jurisdiction on\n       amounts payable under this Section 7) imposed on or paid by such\n       Indemnified Party and any liability (including penalties, additions to\n       tax, interest and expenses other than those incurred as a result of\n       actions by such Indemnified Party constituting the gross negligence or\n       willful misconduct of such Indemnified Party except to the extent that\n       such actions shall have been approved by or directed to be taken by the\n       Parent or any of its Affiliates) arising therefrom or with respect\n       thereto whether or not such Taxes or Other Taxes were correctly or\n       legally asserted. This indemnification shall be made within 30 days from\n       the date such Indemnified Party makes written demand therefor (with a\n       copy to the Administrative Agent).\n\n              (d) Within 30 days after the date of any payment of Taxes or Other\n       Taxes, the Parent shall furnish to the Administrative Agent, at its\n       address referred to in Section 9, the original or a certified copy of a\n       receipt evidencing payment thereof.\n\n              (e) Without prejudice to the survival of any other agreement of\n       the Parent hereunder, the agreements and obligations of the Parent\n       contained in this Section 7 shall survive any termination of the Amended\n       and Restated Receivables Agreements.\n\n       SECTION 8. AMENDMENTS, ETC. No amendment or waiver of any provision of\nthis Agreement or consent to any departure by the Parent herefrom shall be\neffective unless in a writing signed by each Managing Agent (and, in the case of\nany amendment, also signed by the Parent), and then such amendment, waiver or\nconsent shall be effective only in the specific instance and for the specific\npurpose for which given.\n\n       SECTION 9. ADDRESSES FOR NOTICES. 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 the Parent, at its address set forth\nunder its name on the signature page hereof, (ii) to each Indemnified Party, at\nits address specified in the Amended and Restated Receivables Agreements to\nwhich it is a party, or (iii) to any party hereto at such other address as shall\nbe designated by such party in a written notice to the other parties hereto. All\nsuch notices and communications shall, when mailed, telegraphed, telecopied or\ntelexed, be effective when deposited in the mails, delivered to the telegraph\ncompany, transmitted by telecopier or confirmed by telex answerback,\nrespectively.\n\n       SECTION 10. NO WAIVER, REMEDIES. No failure on the part of any\nIndemnified Party to exercise, and no delay in exercising, any right hereunder\nshall operate as a waiver thereof, nor shall any single or partial exercise of\nany right hereunder preclude any other or further exercise thereof or the\nexercise of any other right. The remedies herein provided are cumulative and not\nexclusive of any remedies provided by law.\n\n\n                                       8\n\n\n       SECTION 11. CONTINUING AGREEMENT, ASSIGNMENTS UNDER AMENDED AND RESTATED\nRECEIVABLES AGREEMENTS. This Agreement is a continuing agreement and shall,\nsubject to the reinstatement provisions contained in Section 2, (a) remain in\nfull force and effect until the later of (i) the payment and performance in full\nof the Obligations and the payment of all other amounts payable under this\nAgreement and (ii) the Termination Date, (b) be binding upon the Parent, its\nsuccessors and permitted assigns, and (c) inure to the benefit of and be\nenforceable by, the Indemnified Parties and each of their respective successors\nand permitted transferees and assigns. Without limiting the generality of clause\n(c) of the immediately preceding sentence, (A) any Purchaser, Bank or other\nMember or Owner may assign all or any of its Receivable Interests under the\napplicable Amended and Restated Receivables Agreement to any Eligible Assignee,\nand (B) the Administrative Agent or any Managing Agent or any Group Managing\nAgent may be replaced pursuant to the provisions of the Amended and Restated\nReceivables Agreements, and such Eligible Assignee, such replacement\nAdministrative Agent, such replacement Managing Agent or such replacement Group\nManaging Agent shall thereupon become vested with all the benefits in respect\nthereof granted to such Owner, the Administrative Agent, such Managing Agent or\nsuch Group Managing Agent, as the case may be, herein or otherwise. The Parent\nshall not have the right to assign this Agreement or any or all of its rights or\nobligations hereunder or any interest herein to any Person except either (i) in\nconnection with a merger or consolidation permitted under Section 6(e) or (ii)\nwith the prior written consent of each Managing Agent and each Bank.\n\n       SECTION 12. ENTIRE AGREEMENT. This Agreement and the other Transaction\nDocuments to which the parties hereto are a party contain a final and complete\nintegration of all prior expressions by the parties hereto with respect to the\nsubject matter hereof and shall constitute the entire agreement and\nunderstanding among the parties hereto with respect to the subject matter hereof\nand supersede all prior agreements and understandings, written or oral, relating\nto the subject matter hereof.\n\n       SECTION 13. SEVERABILITY OF PROVISIONS. Any provision of this Agreement\nwhich is prohibited or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof or\naffecting the validity or enforceability of such provision in any other\njurisdiction.\n\n       SECTION 14. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a)\nThis Agreement shall be governed by, and construed in accordance with, the laws\nof the State of New York.\n\n              (b) The Parent hereby irrevocably and unconditionally submits, for\n       itself and its property, to the nonexclusive jurisdiction of any New York\n       State court or federal court of the United States of America sitting in\n       New York City, and any appellate court from any thereof, in any action or\n       proceeding arising out of or relating to this Agreement or any of the\n       other Transaction Documents to which it is or is to be a party, or for\n       recognition or enforcement of any judgment, and the Parent hereby\n       irrevocably and unconditionally agrees that all claims in respect of any\n       such action or proceeding may be heard and determined in any such New\n       York State court or, to the extent permitted by law, in such federal\n       court. The Parent agrees that a final judgment in any such action or\n       proceeding shall be conclusive and may be enforced in other jurisdictions\n       by suit on the judgment or in any other manner provided by law. Nothing\n       in this Agreement or any other Transaction Document shall affect any\n       right that any party may otherwise have to bring any action or proceeding\n       relating to this Agreement or any other Transaction Document in the\n       courts of any jurisdiction.\n\n              (c) The Parent irrevocably and unconditionally waives, to the\n       fullest extent it may legally and effectively do so, any objection that\n       it may now or hereafter have to the laying of venue of any suit, action\n       or proceeding arising out of or relating to this Agreement or any of the\n       other Transaction Documents to which it is or is to be a party in any New\n       York State or federal court. The Parent hereby irrevocably waives, to the\n       fullest extent permitted by law, the defense of an inconvenient forum to\n       the maintenance of such suit, action or proceeding in any such court.\n\n              (d) THE PARENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY\n       JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON\n       CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE\n       TRANSACTION\n\n\n                                       9\n\n\n       DOCUMENTS, THE PURCHASES OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE\n       NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.\n\n       SECTION 15. AMENDMENT AND RESTATEMENT. This Agreement amends and restates\nin its entirety the Amended and Restated Undertaking Agreement, dated as of\nMarch 26, 2002 entered into by the Parent in favor of the Administrative Agent\nand certain other entities named therein (the \"AMENDED AND RESTATED AGREEMENT\").\nThe terms and provisions of the Amended and Restated Agreement shall, subject to\nthis Section 15, be superseded hereby. Notwithstanding the amendment and\nrestatement of the Amended and Restated Agreement by this Agreement, the Parent\nshall continue to be liable to the Indemnified Parties (as defined in the\nAmended and Restated Agreement) with respect to agreements on the part of the\nParent under the Amended and Restated Agreement to indemnify any of such\nIndemnified Parties in connection with events or conditions arising or existing\nprior to the date hereof. This Agreement is given in substitution for the\nAmended and Restated Agreement. Each reference to the Amended and Restated\nAgreement in any other document, instrument or agreement executed and\/or\ndelivered in connection therewith shall mean and be a reference to this\nAgreement. This Agreement is not a novation. Nothing contained herein or in any\nof the other Transaction Documents, unless expressly herein or therein stated to\nthe contrary, is intended to amend, modify or otherwise affect any other\ninstrument, document or agreement executed and\/or delivered in connection with\nthe Amended and Restated Agreement. All amounts outstanding under the Amended\nand Restated Agreement immediately prior to giving effect to this Agreement to\neach Indemnified Party (as defined in the Amended and Restated Agreement) or\neach Indemnified Party (as defined herein) shall be deemed to be outstanding\nunder this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n                                       10\n\n\n       IN WITNESS WHEREOF, the Parent has caused this Agreement to be duly\nexecuted and delivered by its officer thereunto duly authorized as of the date\nfirst above written.\n\n                                    WORLDCOM, INC.\n\n\n                                    By: \n                                        ----------------------------------------\n                                        Name:\n                                        Title:\n\n                                    Address: 1133 19th Street, N.W.\n                                             Washington, D.C.  20036\n                                             Attn:  Margaret Barry\n                                             Senior Manager, Treasury Operations\n                                    Fax:     (202) 736-6697\n\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":[9613,9620],"class_list":["post-42951","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-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42951","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=42951"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42951"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42951"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42951"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}