SUPERSEDES AND REPLACES ALL OTHER PRIOR AGREEMENTS, WRITTEN OR ORAL, AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(F)
THIRD PARTY BENEFICIARY.
THE HOLDERS SHALL BE THIRD PARTY
BENEFICIARIES TO THE AGREEMENTS MADE HEREUNDER BETWEEN THE ISSUER, ON THE ONE
HAND, AND THE INITIAL PURCHASERS, ON THE OTHER HAND, AND SHALL HAVE THE RIGHT TO
ENFORCE SUCH AGREEMENTS DIRECTLY TO THE EXTENT THEY DEEM SUCH ENFORCEMENT
NECESSARY OR ADVISABLE TO PROTECT THEIR RIGHTS HEREUNDER.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(H)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(I)
GOVERNING LAW.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE ENFORCEABILITY AND VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF
ITS TERMS AND THE INTERPRETATION
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OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WITHOUT GIVING EFFECT TO
CONFLICTS OF LAWS, RULES OR PRINCIPLES.
(J)
SEVERABILITY.
IN THE EVENT THAT ANY ONE OR MORE OF THE
PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS
HELD INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING
PROVISIONS CONTAINED HEREIN SHALL NOT BE AFFECTED OR IMPAIRED THEREBY.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
QWEST CORPORATION
By:
/s/ Oscar A. Martinez
Name:
Oscar A. Martinez
Title:
Vice President and Assistant Treasurer
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J.P. MORGAN SECURITIES INC.,
As Representative of the Initial Purchasers
By:
J.P. MORGAN SECURITIES INC.
By:
/s/ Paul Finger
Name:
Paul Finger
Title:
Executive Director
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