Make-Up Subaccounts. The balance in Participant’s Make-Up Subaccount shall vest or be forfeited under the same terms that would apply had such amount been part of the Participant’s account under the ESOP; provided, however that amounts so forfeited shall not be restored if the Participant is reemployed, regardless of whether similar forfeitures under the ESOP would be restored under the circumstances.

Application to Make-Up Subaccounts. If a Participant’s Make-Up Subaccount is not vested on a Scheduled Withdrawal Date for the associated Plan Year Account, payment in respect of such Make-Up Subaccount shall be made in a lump sum on March 15 immediately following the date of vesting or, if applicable as part of any installments payable in respect of such Plan Year Account.

“Make-Up Subaccount” shall mean a subaccount established within a Participant’s Plan Year Account to record the amount of any ESOP Make-Up Credit credited to the Participant for the applicable Plan Year. After ​, Make-Up Subaccounts are no longer established in this Plan.

Lock-Up. For a period from the Effective Date until the twelve month anniversary of the Effective Date (the “Lock-Up Period”), Holder will not, directly or indirectly:

During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, up to 500,000 of the Lock-up Shares (any such shares, “Transfer Shares”) provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer.

The AT&T Pension Benefit Make Up Plan No. 1, which is also the successor plan, effective ​, to the SNET Pension Benefit Plan and, effective ​, to the Pacific Telesis Group Excess Benefit Plan.

Application. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Cash Collateral provided under this [Section 5.14] or [Section 5.15] in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest

Application. Except as expressly provided herein to the contrary, all payments on the Obligations under the Loan Documents shall be applied in the following order of priority: # the payment or reimbursement of any expenses, costs or obligations (other than the Outstanding Amount thereof and interest thereon) for which Borrower shall be obligated or Administrative Agent, L/C Issuer, Swing Line Lender, or any Lender shall be entitled pursuant to the provisions of this Agreement, the Notes or the other Loan Documents; # the payment of accrued but unpaid interest thereon; and # the payment of all or any portion of the principal balance thereof then outstanding hereunder as directed by Borrower; provided that any prepayment of the Term Loans shall be applied to installments due thereon in the inverse order of maturity. If an Event of Default exists under this Agreement, the Revolving Credit Notes or under any of the other Loan Documents, any such payment shall be applied as provided in [Section 10.3] below.

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this [Section 2.10] or [Sections 2.3, 10.2]2] or

Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this [Section 2.19], the provisions of this [Section 2.19] shall apply.