Common use of Termination of Agreement to Purchase Notes as Principal Clause in Contracts

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its subsidiaries considered as one enterprise, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its subsidiaries considered as one enterprise, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc.Inc. or Xxxxx'x Investors Service, or Moody's Investors Servixx, Xxx., Inc. as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An Any Agent may ------------------------------------------------------- terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation Company, at any time prior to the Settlement Date relating thereto, thereto (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred, since the date of such agreement, occurred any outbreak or material escalation of existing hostilities or other national or international calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, if trading in any securities of the Company has been suspended by the SEC or the National Association of Securities Dealers, Inc., or if trading generally on the New York Stock Exchange, the Boston Stock Exchange or in the over-the-counter market shall have been suspended suspended, or limitedminimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC any exchange on which such securities are listed or any other governmental authority with appropriate jurisdiction over such matters, or (iv) if, since the date of such agreement, if a banking moratorium shall have been declared by either Federal or New York authorities. Ifauthorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, or (v) if the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, any nationally recognized securities rating agency to any debt securities of the Corporation Company as of the date of any applicable principal purchase shall have been lowered since that date or if either of any such rating agencies agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase NotesCompany.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, immediately upon notice to the Corporation Company, at any time prior to the Settlement Date relating thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation Company and its subsidiaries considered as one enterpriseenterprise whether or not arising in the ordinary course of business, or (ii) if there shall have occurred, since occurred any material adverse change in the date of such agreement, financial markets in the United States or any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such AgentAgent or Agents, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in any securities of the Company has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iv) ifif minimum or maximum prices for trading have been fixed, since or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the date of such agreementSEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities. Ifauthorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, or (iv) the rating assigned by Moodx'x Xxxestors Service, Inc. or Standard & and Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, Services to any debt securities of the Corporation Company as of the date of such agreement shall have been lowered since such date or if either of any such rating agencies organization shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then Company or (v) there shall have come to the Corporation and the Agent mutually shall determine whether the terms attention of such agreement Agent or Agents any facts that would cause them to purchase Notes shall need believe that the Prospectus, at the time it was required to be renegotiated anddelivered to a purchaser of Notes, if soincluded an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, shall so negotiate in good faith light of the revised terms circumstances existing at the time of such agreement delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to purchase Notes. In the event that applicable Agent or Agents for use in confirming sales of the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase related Notes.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its subsidiaries considered as one enterprise, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings GroupServices, a division of McGraw HillThe McGraw-Hill Companies, Inc., or Moodyxx Xxxxx's Investors ServixxSerxxxx, XxxXnc., as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, if (i) trading in any securities of the Corporation has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, (ii) there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statementagreement, any material adverse change or any development involving a prospective material adverse change in the condition, condition (financial or otherwiseother), or in the earnings, business affairs or business prospects properties of the Corporation and its subsidiaries considered the effect of which is such as one enterpriseto make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption in the commercial banking or securities settlement or clearance services in the United States has occurred or a banking moratorium shall have been declared by Federal or New York State authorities, or (iiiv) if there shall have occurred, since the date of such agreement, occurred any outbreak or material escalation of hostilities or other national or international calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's ’s Ratings GroupServices, a division of McGraw HillThe XxXxxx-Xxxx Companies, Inc., Inc. or Moody's Xxxxx’x Investors Servixx, Xxx., Service Inc. as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, immediately upon notice to the Corporation Company, at any time prior to the Settlement Date relating thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration StatementProspectus, any material adverse change in the condition, condition (financial or otherwiseother), business, prospects, properties, net worth or in the earnings, business affairs or business prospects results of operations of the Corporation Company and its subsidiaries considered consid- ered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred, since occurred any material adverse change in the date of such agreement, financial markets in the United States or any outbreak or material escalation of hostilities or other calamity or crisis or any change or development involving a prospective change in national or international calamity political, financial or crisis economic conditions, in each case the effect of which is such as to make it, in the judgment of such AgentAgent or Agents, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in any securities generally on of the Company has been suspended by the SEC, the New York Stock Exchange or the Pacific Stock Exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange or in the over-the- counter market shall have been suspended or limited, or (iv) ifminimum or maximum prices for trading have been fixed, since or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the date SEC, the National Association of such agreementSecurities Dealers, Inc. or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, or (iv) the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, any nationally recognized statistical rating organization to any debt securities of the Corporation Company as of the date of such agreement shall have been lowered since that date or if either of any such rating agencies organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CorporationCompany, then or (v) there shall have come to the Corporation and the Agent mutually shall determine whether the terms attention of such agreement Agent or Agents any facts that would cause them to purchase Notes shall need believe that the Prospectus, at the time it was required to be renegotiated anddelivered to a purchaser of Notes, if soincluded any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, shall so negotiate in good faith the revised terms light of the circumstances existing at the time of such agreement delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to purchase Notes. In the event that applicable Agent or Agents for use in confirming sales of the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase related Notes.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Trust as principal, immediately upon notice to the Corporation Trust, at any time prior to the Settlement Date relating thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, prospects, properties, shareholders' equity or business prospects results of operations of the Corporation Trust and its subsidiaries the Subsidiaries, considered as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or any change in financial markets or other national or international calamity or crisis the effect of which is such as to make itthat, in the judgment of such AgentAgent or Agents, is material and adverse and which in the judgment of such Agent or Agents makes it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus as amended or enforce contracts for supplemented at the sale time of solicitation or at the Notestime such offer to purchase was made, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limitedmaterially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or (iv) ifsince the date of such agreement or since the respective dates as of which information is given in the Prospectus, trading of any securities of or guaranteed by the Trust shall have been suspended on any exchange or in any over-the-counter market, or (v) since the date of such agreement, a general banking morato- rium shall have been declared by either Federal, New York or Maryland authorities or if a banking moratorium shall have been declared by either Federal the relevant authorities in the country or New York authorities. Ifcountries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after or (vi) since the date of an such agreement hereunder to purchase Notes or since the respective dates as principal and prior to of which information is given in the Settlement Date with respect to such agreementProspectus, the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc.there shall have occurred any downgrading or withdrawal, or Moody's Investors Servixx, Xxx., as the case may be, to any debt securities of the Corporation notice shall have been lowered given of (A) any intended or if either of such rating agencies shall have publicly announced that it has under surveillance potential downgrading or review(B) any review or surveillance, with possible negative implications, its in the rating of accorded any debt securities of or guaranteed by the CorporationTrust by any "nationally recognized statistical rating organization", then as that term is defined by the Corporation and SEC for purposes of Rule 436(g)(2) under the Agent mutually Securities Act; or (vii) there shall determine whether have come to the terms attention of such agreement Agent or Agents any facts that would cause them to purchase Notes shall need believe that the Prospectus, at the time it was required to be renegotiated anddelivered to a purchaser of Notes, if soincluded an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, shall so negotiate in good faith light of the revised terms circum- stances existing at the time of such agreement delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to purchase Notes. In the event that applicable Agent or Agents for use in confirming sales of the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase related Notes.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its subsidiaries considered as one enterprise, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings GroupServices, a division of McGraw HillThe XxXxxx-Xxxx Companies, Inc., Inc. or Moody's Xxxxx'x Investors Servixx, Xxx., Service Inc. as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes as principal, immediately upon notice to the Corporation Company and U S WEST, at any time prior to the Settlement Date relating thereto, thereto if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects condition of the Corporation Company or of U S WEST and its subsidiaries considered as one enterprise, or (ii) if there shall have occurredin the earnings, since affairs, or business prospects of the date Company or of such agreementU S WEST and its subsidiaries considered as one enterprise, any outbreak whether or material escalation not arising in the ordinary course of hostilities or other national or international calamity or crisis business, the effect of which is such as to make itis, in the judgment of such AgentAgent or Agents, so material and adverse as to make it impracticable to market the Notes or enforce contracts for the sale thereof; or (ii) trading in any securities of the NotesCompany or U S WEST shall have been suspended by the SEC or the New York Stock Exchange, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, limited or minimum prices shall have been established on such exchange; or (iviii) if, since the date of such agreement, a banking moratorium shall have been declared either by Federal or New York State authorities or a banking moratorium shall have been declared by either Federal the relevant authorities in the country or New York authorities. Ifcountries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after or (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the date effect of an agreement hereunder which in the financial markets in the United States is such as to purchase make it, in the judgment of such Agent or Agents, impracticable to market the Notes as principal and prior to or enforce contracts for the Settlement Date with respect to such agreement, sale thereof; or (v) the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, any nationally recognized securities rating agency to any debt securities of the Corporation Company or U S WEST as of the date of the agreement to purchase the Notes shall have been lowered since that date or if either of any such rating agencies agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating any of any such debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notesunder consideration for possible downgrade.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, if (i) if trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statementagreement, any material adverse change or any development involving a prospective material adverse change in the condition, condition (financial or otherwiseother), or in the earnings, business affairs or business prospects properties of the Corporation and its subsidiaries considered the effect of which is such as one enterpriseto make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a banking moratorium or a material disruption in the commercial banking or securities settlement or clearance services in the United States shall have been declared by Federal or New York State authorities, or (iiiv) if there shall have occurred, since the date of such agreement, occurred any outbreak or material escalation of hostilities or other national or international calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings GroupServices, a division of McGraw HillThe McGraw-Hill Companies, Inc., Inc. or Moody's Investors Servixx, Xxx., Service Inc. as the case may becxxx xxx xx, to any debt securities of securitxxx xx the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes as principal, immediately upon notice to the Corporation Company and U S WEST, at any time prior to the Settlement Date relating thereto, thereto if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects condition of the Corporation Company or of U S WEST and its subsidiaries considered as one enterprise, or (ii) if there shall have occurredin the earnings, since affairs, or business prospects of the date Company or of such agreementU S WEST and its subsidiaries considered as one enterprise, any outbreak whether or material escalation not arising in the ordinary course of hostilities or other national or international calamity or crisis business, the effect of which is such as to make itis, in the judgment of such AgentAgent or Agents, so material and adverse as to make it impracticable to market the Notes or enforce contracts for the sale thereof; or (ii) trading in any securities of the NotesCompany or U S WEST shall have been suspended by the SEC or the New York Stock Exchange, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, limited or minimum prices shall have been established on such exchange; or (iviii) if, since the date of such agreement, a banking moratorium shall have been declared either by Federal or New York State authorities or a banking moratorium shall have been declared by either Federal the relevant authorities in the country or New York authorities. Ifcountries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after or (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the date effect of an agreement hereunder which in the financial markets in the United States is such as to purchase make it, in the judgment of such Agent or Agents, impracticable to market the Notes as principal and prior to or enforce contracts for the Settlement Date with respect to such agreement, sale thereof; or (v) the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, any nationally recognized securities rating agency to any debt securities of the Corporation Company or U S WEST as of the date of the agreement to purchase the Notes shall have been lowered since that date or if either of any such rating agencies agency shall have publicly announced that it thatit has under surveillance or review, with possible negative implications, its rating any of any such debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notesunder consideration for possible downgrade.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its subsidiaries considered as one enterprise, or (ii) if there shall have occurred, since the date of such agreement, any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings GroupServices, a division of McGraw HillThe XxXxxx-Xxxx Companies, or Xxxxx'x Investors Service, Inc., or Moody's Investors Servixx, Xxx., as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An Agent may terminate any agreement hereunder by such Agent to purchase Notes as principal, immediately upon notice to the Corporation at any time prior to the Settlement Date relating thereto, if (i) trading in any securities of the Corporation has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, (ii) there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statementagreement, any material adverse change or any development involving a prospective material adverse change in the condition, condition (financial or otherwiseother), or in the earnings, business affairs or business prospects properties of the Corporation and its subsidiaries considered the effect of which is such as one enterpriseto make it, in the sole judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, (iii) a material disruption in the commercial banking or securities settlement or clearance services in the United States has occurred or a banking moratorium shall have been declared by Federal or New York State authorities, or (iiiv) if there shall have occurred, since the date of such agreement, occurred any outbreak or material escalation of hostilities or other national or international calamity or crisis (in the United States or elsewhere) the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or (iv) if, since the date of such agreement, a banking moratorium shall have been declared by either Federal or New York authorities. If, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, the rating assigned by Standard & Poor's Ratings GroupServices, a division of McGraw HillThe XxXxxx-Xxxx Companies, Inc., Inc. or Moody's Xxxxx'x Investors Servixx, Xxx., Service Inc. as the case may be, to any debt securities of the Corporation shall have been lowered or if either of such rating agencies shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Corporation, then the Corporation and the Agent mutually shall determine whether the terms of such agreement to purchase Notes shall need to be renegotiated and, if so, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase Notes.

Termination of Agreement to Purchase Notes as Principal. An The applicable Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Trust as principal, immediately upon notice to the Corporation Trust, at any time prior to the Settlement Date relating thereto, if (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration StatementProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation Trust and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred, since occurred any material adverse change in the date of such agreement, financial markets in the United States or any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such AgentAgent or Agents, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in any securities of the Trust has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iv) ifif minimum or maximum prices for trading have been fixed, since or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the date of such agreementSEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or Federal, New York authorities. Ifor Massachusetts authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, or (iv) the rating assigned by Moody's Investors Service, Inc. or Standard & and Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, Group to any debt axx xxxx securities of the Corporation Trust as of the date of such agreement shall have been lowered since such date or if either of any such rating agencies organization shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CorporationTrust, then or (v) there shall have come to the Corporation and the Agent mutually shall determine whether the terms attention of such agreement Agent or Agents any facts that would cause them to purchase Notes shall need believe that the Prospectus, at the time it was required to be renegotiated anddelivered to a purchaser of Notes, if soincluded an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, shall so negotiate in good faith light of the revised terms circumstances existing at the time of such agreement delivery, not misleading. As used in this Section 12(b), the term "Prospectus" means the Prospectus in the form first provided to purchase Notes. In the event that applicable Agent or Agents for use in confirming sales of the Corporation and the Agent reasonably fail to agree on any such revised terms, then either the Corporation or the Agent may terminate such agreement to purchase related Notes.

Termination of Agreement to Purchase Notes as Principal. An The Agent or Agents may terminate any agreement hereunder by such Agent or Agents to purchase Notes from the Company as principal, immediately upon notice to the Corporation Company, at any time prior to the Settlement Date relating thereto, thereto (i) if there has shall have been, since the date of such agreement or since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurredif, since the date of such agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if, since the date of such agreement, trading in any securities of the Company shall have been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iv) ifminimum or maximum prices for trading shall have been fixed, since or maximum ranges for prices for securities shall have been required, by either of said Exchanges or by order of the date of such agreementSEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities. Ifauthorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable, after the date of an agreement hereunder to purchase Notes as principal and prior to the Settlement Date with respect to such agreement, or (iv) if the rating assigned by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., or Moody's Investors Servixx, Xxx., as the case may be, any nationally recognized securities rating agency to any debt securities of the Corporation Company as of the date of such agreement shall have been lowered since that date or if either of any such rating agencies agency shall have publicly announced since such date that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the CorporationCompany, then or (v) if there shall have come to such Agent's attention any facts that would cause such Agent to reasonably believe that the Corporation and Prospectus, at the Agent mutually shall determine whether time it was required to be delivered to a purchaser of Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the terms statements therein, in the light of the circumstances existing at the time of such agreement to purchase Notes shall need to be renegotiated anddelivery, if sonot misleading. Banc One Capital Markets, shall so negotiate in good faith the revised terms of such agreement to purchase Notes. In the event that the Corporation and the Agent reasonably fail to agree on any such revised termsInc. Chase Securities Inc. Xxxxxxx, then either the Corporation or the Agent may terminate such agreement to purchase Notes.Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated