Common use of Limitation on Dividends; Transactions with Affiliates Clause in Contracts

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne Trust, then (x) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (y) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (ii) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (i) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..

Limitation on Dividends; Transactions with Affiliates. (a) If Securities Notes are issued to a MediaOne the Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to of its payment or any other obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustGuarantee, then (xA) the Guarantor and the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stockstock or the capital stock of any such subsidiary, and (yB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDthe Notes, HOWEVER, provided that the foregoing restriction in clause (yA) above does not apply to any stock dividends paid by the Guarantor Company, or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities Notes are issued to a MediaOne the Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Securities the Notes by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto Article IV hereof and such period, or any extension thereof, shall be continuing, then (iA) the Guarantor and the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend onor, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stockstock or the capital stock of any such subsidiary, and (iiB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDthe Notes, HOWEVER, provided that the foregoing restriction in clause (iA) above does not apply to any stock dividends paid by the Guarantor Company, or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid...

Limitation on Dividends; Transactions with Affiliates. (a) If Securities any Convertible Debentures are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust outstanding and (i) there shall have occurred any Event of Default or any event that that, with the giving of notice or lapse of time or both, would constitute an Event of Default or Default, (ii) U S WEST the Guarantor shall be in default with respect to its payment or any other obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating Guarantee, or (iii) the Company shall have given notice of its election to defer payments of interest on Convertible Debentures by extending the interest payment period as provided in Article XI and such MediaOne Trustperiod, or any extension thereof, shall be continuing, then (x) the Guarantor and the Company shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and Capital Stock or (yb) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which that rank pari passu with or junior in interest to such Securities; PROVIDED, HOWEVER, that restriction (y) above does not apply the Convertible Debentures or make any guarantee payments with respect to any stock dividends paid guarantee by the Guarantor where Company of the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne Trust or a trustee debt securities of such trust in connection with the issuance any subsidiary of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on if such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (ii) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank guarantee ranks pari passu with or junior in interest to such Securities; PROVIDED, HOWEVER, that restriction the Convertible Debentures (other than (i) above does not apply as a result of a reclassification of the Capital Stock of the Company or the exchange or conversion of one class or series of the Capital Stock of the Company for another class or series of the Capital Stock of the Company, (ii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) dividends or distributions in Common Shares of the Company, (iv) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of Capital Stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Trust Securities Guarantees, (vi) purchases of Common Shares of the Company related to the issuance of Common Shares of the Company or rights under any of the Company's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..purchase plans).

Limitation on Dividends; Transactions with Affiliates. (a) If Securities Debentures of any series are issued to a MediaOne Lodgian Capital Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Lodgian Capital Trust and (ia) there shall have occurred any event that would constitute an Event of Default or Default, (iib) U S WEST the Guarantor shall be in default with respect to its payment or of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne Lodgian Capital Trust, or (c) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then the Company shall not, and shall not permit any Subsidiary to, (x) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock, and stock or (y) the Guarantor and the Company shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or of the Company which that rank pari passu on a parity with or junior in interest to such Securities; PROVIDED, HOWEVER, the Debentures of that restriction (y) above does not apply series or make any guarantee payments with respect to any stock dividends paid guarantee by the Guarantor where Company of the dividend debt securities of any Subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures of that series (other than (a) dividends or distributions in common stock is of the same stock as that on which the dividend is being paid. Company, (b) If Securities are issued payments under the Guarantee relating to such Lodgian Capital Trust, (c) any declaration of a MediaOne Trust or a trustee of such trust dividend in connection with the implementation of a shareholders' rights plan, or issuance of Trust Securities by stock under any such MediaOne Trust and plan in the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such periodfuture, or the redemption or repurchase of any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stocksuch rights pursuant thereto, and (iid) purchases of common stock related to the Guarantor and issuance of common stock or rights under any of the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (i) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..Company's benefit plans).

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne Consumer's Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Consumers Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustTrust Securities, then (x) the Guarantor and the Company shall not declare or pay any dividend onon , make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction Securities and (yz) above does the Company shall not apply make guarantee payments with respect to any stock dividends paid by the Guarantor where foregoing (other than pursuant to the dividend stock is the same stock as that on which the dividend is being paidPreferred Securities Guarantee). (b) If Securities are issued to a MediaOne Consumers Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Consumers Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (ii) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDSecurities and (iii) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee), HOWEVERprovided, that restriction (i) above does not apply to any however, the Company may declare and pay a stock dividends paid by the Guarantor dividend where the dividend stock is the same stock as that on which the dividend is being paid...

Limitation on Dividends; Transactions with Affiliates. (a) If Debt Securities are issued to a MediaOne Trust or a trustee of such trust Trust in connection with the issuance of Trust Preferred Securities by such MediaOne Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustPreferred Securities, then (x) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligations of the Company, other than a contractual obligation ranking PARI PASSU with or junior to the Debt Securities), (B) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock, and or (C) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (y) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu PARI PASSU with or junior to such Securities; PROVIDED, HOWEVER, that restriction Debt Securities and (yz) above does the Company shall not apply make guarantee payments with respect to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paidforegoing (other than pursuant to Preferred Securities Guarantees). (b) If Debt Securities are issued to a MediaOne Trust or a trustee of such trust Trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Debt Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Company common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligations of the Company, other than a contractual obligation ranking PARI PASSU with or junior to the Debt Securities) (B) as a result of a reclassification of Company capital stock or the exchange or conversion of one class or series of Company capital stock for another class or series of Company capital stock, and or (C) the purchase of fractional interests in shares of Company capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), (ii) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu PARI PASSU with or junior to such Securities; PROVIDED, HOWEVER, that restriction Debt Securities and (iiii) above does the Company shall not apply make any guarantee payments with respect to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..foregoing (other than pursuant to Preferred Securities Guarantees).

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne the Trust or a trustee of such trust the Trust in connection with the issuance of Trust Securities by such MediaOne the Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to its payment or of any other obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne the Trust, then (xA) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire or make a liquidation payment with respect to, any of its capital stock, stock and (yB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, provided that the foregoing restriction in paragraph (yA) above does not apply to any stock dividends paid by the Guarantor Company where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne the Trust or a trustee of such trust the Trust in connection with the issuance of Trust Securities by such MediaOne the Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto the Indenture and such period, or any extension thereof, shall be continuing, then (iA) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire or make a liquidation payment with respect to, any of its capital stock, stock and (iiB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, provided that the foregoing restriction in paragraph (iA) above does not apply to any stock dividends paid by the Guarantor Company where the dividend stock is the same stock as that on which the dividend is being paid...

Limitation on Dividends; Transactions with Affiliates. (a) If Securities Notes are issued to a MediaOne the Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to of its payment or of any obligations under the Preferred Capital Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustGuarantee, then (xA) the Guarantor and the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stockstock or the capital stock of any such subsidiary, and (yB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDthe Notes, HOWEVER, provided that the foregoing restriction in clause (yA) above does not apply to any stock dividends paid by the Guarantor Company, or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities Notes are issued to a MediaOne the Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Securities the Notes by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto Article IV hereof and such period, or any extension thereof, shall be continuing, then (iA) the Guarantor and the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stockstock or the capital stock of any such subsidiary, and (iiB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDthe Notes, HOWEVER, provided that the foregoing restriction in clause (iA) above does not apply to any stock dividends paid by the Guarantor Company, or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid...

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne CMS Energy's Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne CMS Energy Trust and (i) there shall have occurred any event of which the Issuer has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default or hereunder and (B) in respect of which the Issuer shall not have taken reasonable steps to cure, (ii) U S WEST the Issuer shall be in default with respect to its payment or of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne Trust, then (xiii) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (y) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture indentures supplemental hereto and shall not have rescinded such notice, or such period, or any extension thereof, shall be continuing, then the Issuer shall not, and shall cause any Subsidiary not to, (ix) the Guarantor and the Company shall not declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any shares of its the Issuer's capital stock, and stock or (iiy) the Guarantor and the Company shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guaranteesguarantees of indebtedness for money borrowed) issued by of the Guarantor or the Company which Issuer that rank pari passu with or junior to the Securities (other than (1) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Issuer where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such Securities; PROVIDEDdividend, HOWEVERredemption, that restriction interest, principal or guarantee payment is being made,(2) payments under the Preferred Securities Guarantee, (3) purchases of Common Stock related to the issuance of Common Stock under any of the Issuer's benefit plans for its directors, officers or employees, (4) as a result of a reclassification of the Issuer's capital stock or the exchange or conversion of one series or class of the Issuer's capital stock for another series or class of the Issuer's capital stock and (5) the purchase of fractional interests in shares of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). The Issuer also covenants with each Holder of the Securities (i) above does that for so long as Trust Securities are outstanding not apply to convert the Securities except pursuant to a notice of conversion delivered to the Conversion Agent by a holder of Trust Securities and (ii) to maintain directly or indirectly 100% ownership of the Common Securities of the Trust; provided, however, that any stock dividends paid permitted successor of the Issuer hereunder may succeed to the Issuer's ownership of such Common Securities, (iii) not to voluntarily terminate, wind-up or liquidate the Trust, except (a) in connection with a distribution of the Securities to the holders of Trust Securities in liquidation of the Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Guarantor where Declaration and (iv) to use its reasonable efforts, consistent with the dividend stock is terms and provisions of the same stock Declaration to cause the Trust to remain a business trust and not to be classified as that on which the dividend is being paid..an association taxable as a corporation for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne Consumer's Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Consumers Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) U S WEST the Company shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustTrust Securities, then (x) the Guarantor and the Company shall not declare or pay any dividend onon , make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction Securities and (yz) above does the Company shall not apply make guarantee payments with respect to any stock dividends paid by the Guarantor where foregoing (other than pursuant to the dividend stock is the same stock as that on which the dividend is being paidPreferred Securities Guarantee). (b) If Securities are issued to a MediaOne Consumers Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Consumers Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (ii) the Guarantor and the Company shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDEDSecurities and (iii) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee), HOWEVERprovided, that restriction (i) above does not apply to any however, the Company may declare and pay a stock dividends paid by the Guarantor dividend where the dividend stock is the same stock as that on which the dividend is being paid...

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne Laclede Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Laclede Trust and (ia) an Event of Default shall have occurred, (b) there shall have occurred any event of which the Issuer has actual knowledge that (i) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default or and (ii) U S WEST in respect of which the Issuer shall not have taken reasonable steps to cure, (c) the Issuer shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustTrust Securities or (d) the Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (x) the Guarantor and the Company Issuer shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company Issuer shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which Issuer that rank pari passu with or junior to such Securities; PROVIDEDSecurities and (z) the Issuer shall not make guarantee payments with respect to the foregoing (other than, HOWEVERwith respect to clauses (x), that restriction (y) above does not apply and (z), (A) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Issuer; (B) any stock dividends paid by the Guarantor where the declaration of a dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the implementation of a shareholder's rights plan, or the issuance of Trust Securities by stock under any such MediaOne Trust and plan in the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such periodfuture, or the redemption or repurchase of any extension thereofsuch rights pursuant thereto; (C) payments under the Preferred Securities Guarantee; (D) as a direct result of, shall be continuing, then (i) and only to the Guarantor and extent required in order to avoid the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any issuance of its fractional shares of capital stock, following a reclassification of the Issuer's capital stock or the exchange or conversion of one class or series of the Issuer's capital stock for another class or series of the Issuer's capital stock; and (iiE) the Guarantor and purchase of fractional interests in shares of the Company shall not make any payment Issuer's capital stock pursuant to the conversion or exchange provisions of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor such capital stock or the Company which rank pari passu with security being converted or junior to such Securities; PROVIDED, HOWEVER, that restriction (i) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..exchanged).

Limitation on Dividends; Transactions with Affiliates. (a) If Securities any Debentures of any series are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust outstanding and (i) there shall have occurred any Event of Default or any event that that, with the giving of notice or lapse of time or both, would constitute an Event of Default or Default, (ii) U S WEST the Guarantor shall be in default with respect to its payment or any other obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating Guarantee, or (iii) the Company shall have given notice of its election to defer payments of interest on any of the Debentures by extending the interest payment period in accordance with the terms of this Amended and Restated Indenture and such MediaOne Trustperiod, or any extension thereof, shall be continuing, then (x) the Guarantor and the Company shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and Capital Stock or (yb) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which that rank pari passu with or junior in interest to such Securities; PROVIDED, HOWEVER, that restriction (y) above does not apply the Debentures of any series or make any guarantee payments with respect to any stock dividends paid guarantee by the Guarantor where Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures of any series (other than (i) as a result of a reclassification of the Capital Stock of the Company or the exchange or conversion of one class or series of the Capital Stock of the Company for another class or series of the Capital Stock of the Company, (ii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan effecting a "poison pill," or the issuance of Capital Stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Trust Securities Guarantees, (vi) purchases of shares of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock is purchase plans). For avoidance of doubt, the same stock as that on which provisions of this Section shall not impair the dividend is being paidability of the Company to subdivide its Common Stock into a greater number of shares. (b) If Securities are issued The Company hereby agrees that, prior to March 31, 2002, without the prior written consent of the holders of a MediaOne Trust or a trustee majority in liquidation amount of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such periodCTP Securities, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any a dividend on, make any distributions or other distribution out of retained earnings or capital surplus in each case as determined in accordance with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and GAAP (ii) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (i) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..i.

Limitation on Dividends; Transactions with Affiliates. (a) If Debt Securities are issued to a MediaOne Capital Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Capital Trust and (i) the Company shall have given notice of its election to defer payments of interest on such Debt Securities by extending the interest payment period as provided in any indenture supplemental hereto and such period, or any extension thereof, shall be continuing; (ii) the Company shall be prohibited from paying current interest on such Debt Securities other than in an amount limited by reference to its prior issuance or sale of equity securities pursuant to mandatory interest deferral provisions or interest payment restrictions applicable when the Company has outstanding deferred interest obligations with respect to the Debt Securities of such series as provided in any indenture supplemental hereto; or (iii) there shall have occurred any an event that would constitute an Acceleration Event of Default or (ii) U S WEST shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustDefault, then (xA) the Guarantor and the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (yB) the Guarantor and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company which rank pari passu with or junior to such Securities; PROVIDED, HOWEVER, that restriction (y) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Debt Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne Trust and the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Guarantor and the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (iiC) the Guarantor and the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). (b) The restrictions contained in paragraph (a) shall not apply to: (1) the payment of interest, principal any dividend or premiumdistribution within 60 days after the date of declaration thereof during a period during which the Company is required to defer interest when due by operation of a provision limiting interest payments in connection with the Company's performance under a financial test, if any(A) at the date of declaration of such dividend or distribution the Company was not yet required to defer interest pursuant to such provision and (B) such payment would have been otherwise permitted under the provisions of the Indenture; (2) dividends or distributions payable solely in Junior Securities; (3) repurchases, on redemption or repayother acquisitions of shares of capital stock or stock rights in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; (4) any exchange, redemption, repayment, repurchase or redeem conversion of any calls or series of the Company's capital stock or of any of the Company's debt securities (including guarantees) issued by the Guarantor or the Company which that rank pari passu equally, with or junior to such Debt Securities for any Junior Securities; PROVIDED, HOWEVER, that restriction ; (i5) above does not apply the purchase of fractional interests in shares of the Company's capital stock (a) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged or (b) in connection with any stock dividends paid by split, reclassification or similar transaction; and (6) any declaration of a dividend in connection with the Guarantor where implementation of a shareholders rights plan, or the dividend issuance of stock is under any such plan in the same stock as that on which future, or the dividend is being paid..redemption or repurchase of any rights pursuant thereto.

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a MediaOne PSE Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MediaOne PSE Trust and (ia) an Event of Default shall have occured, (b) there shall have occurred any event of which the Issuer has actual knowledge that (i) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default or and (ii) U S WEST in respect of which the Issuer shall not have taken reasonable steps to cure, (c) the Issuer shall be in default with respect to its payment or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such MediaOne TrustTrust Securities or (d) the Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (x) the Guarantor and the Company Issuer shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock, and (y) the Guarantor and the Company Issuer shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor or the Company Issuer which rank pari passu with or junior to such Securities; PROVIDEDSecurities and (z) the Issuer shall not make guarantee payments with respect to the foregoing (other than, HOWEVERwith respect to clauses (x), that restriction (y) above does not apply and (z), (A) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Issuer; (B) any stock dividends paid by the Guarantor where the declaration of a dividend stock is the same stock as that on which the dividend is being paid. (b) If Securities are issued to a MediaOne Trust or a trustee of such trust in connection with the implementation of a shareholder's rights plan, or the issuance of Trust Securities by stock under any such MediaOne Trust and plan in the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any Board Resolution or indenture supplemental hereto and such periodfuture, or the redemption or repurchase of any extension thereofsuch rights pursuant thereto; (C) payments under the Preferred Securities Guarantee; (D) as a direct result of, shall be continuing, then (i) and only to the Guarantor and extent required in order to avoid the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any issuance of its fractional shares of capital stock, following a reclassification of the Issuer's capital stock or the exchange or conversion of one class or series of the Issuer's capital stock for another class or series of the Issuer's capital stock; and (iiE) the Guarantor and purchase of fractional interests in shares of the Company shall not make any payment Issuer's capital stock pursuant to the conversion or exchange provisions of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor such capital stock or the Company which rank pari passu with security being converted or junior to such Securities; PROVIDED, HOWEVER, that restriction (i) above does not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid..exchanged).