SOUTHWESTERN BELL INTERNATIONAL HOLDINGS LIMITED

All monies due or to become due to the chargee, all monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and all monies due or to become due from all or any of the obligors to the hedge counterparties (or any one or more of them) under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) on any account whatosover under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee, from the obligors (or any one or more of them) to the finance parties (or any one or more of them) on any account whatsoever, from all or any of the obligors to the restructuring swap counterparties and/or the existing hedge counter parties and to the new hedge counterparties under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

A).all amounts payable to cibc world markets PLC as security trustee to the extent only of the amount payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed and all amounts payable to any other person who may be appointed as security trustee pursuant to the provisions of the intercreditor deed to the extent only of the amounts payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed; (b) all indebtedness covenanted to be paid or discharged by all or any of the chargors to all or any of the finance parties under the senior documents; (c) all indebtedness covenanted to be paid or discharged by all or any of the chargors to the hedge counterparties under the hedging arrangements; (d) all indebtedness of the lessees to the lessors (or any of them) under the lease documents; and (e) all financial obligations due to crosby under the crosby documents

(A) all amounts payable to cibc world markets PLC as security trustee to the extent only of the amount payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed and all amounts payable to any other person who may be appointed as security trustee pursuant to the provisions of the intercreditor deed to the extent only of the amounts payable to the security trustee (for its own account) pursuant to the agreement or any of the security trustee security documents in relation to the period up to and including its retirement as security trustee pursuant to the provisions of the intercreditor deed; (b) all indebtedness covenanted to be paid or discharged by all or any of the chargors to all or any of the finance parties under the senior documents; (c) all indebtedness covenanted to be paid or discharged by all or any of the chargors to the hedge counterparties under the hedging arrangements; (d) all indebtedness of the lessees to the lessors (or any of them) under the lease documents; and (e) all financial obligations due to crosby under the crosby documents

All monies, obligations and liabilities whether actual or contingent which are covenanted or guaranteed to be paid by each chargor (as defined therein) to the chargees under or pursuant to the agreement dated 27TH march 1998 and/or the security trust deed and/or all or any of the other security documents (as defined)

All monies, obligations and liabilities whether actual or contingent which are covenanted or guaranteed to be paid by each chargor (as defined therein) to cibc wood gundy PLC (in its capacity as security trustee) for the account of (a) the agent, the security trustee, the arrangers and the banks (or any of them) under or pursuant to the agreement dated 22ND may 1996 and/or this deed and/or the security trust deed and/or any of the other security documents; (b) the interest rate beneficiaries (or any of them) in respect of the interest rate protection arrangements; and (c) the bond providers (or any of them) in respect of any indemnity from each chargor issued in connection with the bond provision arrangements (all as defined in the deed) (collectively the beneficiaries) whether by acceleration or otherwise