Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff exercisable by it, except pursuant to the terms of the Credit Agreement and Loan Documents, if any, to the payment of any Obligations of the Borrower to Administrative Agent, Issuing Bank or any Lender.

Claims. No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

Claims. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Executive Compensation Administration Department, setting forth his or her claim. The request must be addressed to the AT&T Executive Compensation Administration Department at its then principal place of business.

Claims. Landlord and Landlord’s Representatives shall not be liable to Tenant, any Agent or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim, provided Landlord has commenced a cure within such reasonable period of time (not to exceed fifteen (15) days) and is diligently pursuing such cure to completion, Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement (other than as expressly provided for in this Lease). Except as provided in this Lease, any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. For purposes of this Article, the term “Building” shall be deemed to include the Land. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person or damage to property caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives, except Landlord’s liability for damage to property shall be subject to the waivers of subrogation set forth in this Lease; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.

Claims. Such Investor will, from and after the Certification Date, hold at least $1,000,000 in aggregate principal amount of Rights Offering Allowed Claims.

Except for any claims for equitable relief, and claims related to the ownership of any intellectual property, all disputes, claims or controversies arising from or relating to this Agreement, the breach of this Agreement, or the relationships that result from this Agreement, including but not limited to any dispute regarding the validity of this arbitration clause or the entire Agreement, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.

Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be # final and binding upon the parties, # the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and # promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

Binding Arbitration. In exchange for the mutual promises contained in this Agreement, and as a condition of Executive’s continued employment with the Company, the Company and Executive agree that any Disputes must be submitted to final and binding arbitration in accordance with the terms of this Section 18. Any arbitration proceedings held pursuant to this Agreement, and any state or federal court or other proceeding concerning arbitration under this Section 18 are expressly subject to, and governed by, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”). Unless the parties agree otherwise, arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Employment Arbitration Rules & Procedures (http://www.jamsadr.com/rules-employment-arbitration), and Federal Rule of Civil Procedure Rule 68 (http://www.law.cornell.edu/rules/frcp/rule_6); in the case of emergency relief (including a temporary or preliminary injunction) arbitration will be administered pursuant to its Comprehensive Arbitration Rules & Procedures and the Emergency Relief Procedures therein (https://www.jamsadr.com/rules-comprehensive-arbitration/). Unless applicable law requires otherwise and except as provided herein, the arbitrator will have the authority to determine the enforceability, validity and scope of this Section, as well as whether a claim is arbitrable, all of which will be decided under the FAA. The arbitrator may grant any relief that would be available in a court of law except as provided herein. Except as otherwise required under applicable law: # Executive and Company expressly intend and agree that class action, collective action or representative action procedures will not be asserted, nor will they apply, in any arbitration of Disputes pursuant to this Agreement; # Executive and Company agree that each will not assert representative, class or collective action Disputes against the other in arbitration, any civil court or otherwise; and # both Executive and Company will only submit their/its own individual claims in arbitration and will not seek to represent the interests of any other person in the arbitration. Executive and Company expressly waive the right to assert or participate in any class or collective action as a class member against the other regarding any Dispute, whether in a civil court or in arbitration. Notwithstanding anything to the contrary in the JAMS Rules and the general grant of authority to the arbitrator to determine issues of arbitrability herein, the arbitrator shall have no jurisdiction or authority to compel any class or collective claim, consolidate different arbitration proceedings, to join any other party to an arbitration between Executive and Company, and/or to determine the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. Unless applicable law requires otherwise, the arbitrator will apply the substantive law of Idaho except for any claim to which federal substantive law would apply. The arbitration will be conducted in Las Vegas, Nevada. The arbitration will be held before a neutral arbitrator, selected pursuant to the JAMS Rules and this Agreement. The arbitrator shall provide the parties with a written decision explaining the arbitrator’s findings and conclusions. The arbitrator shall consider and rule on pre-trial motions, including any preliminary issue of law asserted by any party to be dispositive of any claim or defense, in whole or in part, in the manner that a court would hear and dispose of a motion to dismiss for failure to state a claim or for summary judgment. Unless otherwise prohibited by law, the prevailing party in any arbitration, court action, or other adjudicative proceeding arising out of or relating to this Agreement shall be reimbursed by the party who does not prevail for its reasonable attorneys’, accountants’, and experts’ fees and related expenses and for the costs of such proceeding. The cost of the arbitrator shall initially be borne equally by the parties, subject to the arbitrator’s discretion to award and/or to apportion reimbursement of such arbitrator fees as part or the “costs” included in any fees award under the law(s) applicable to the claim(s) made in arbitration. In the event that different parties prevail on different issues, the rule set forth in the preceding sentence shall be adjusted to, as closely as reasonably possible, give equitable effect to the underlying intent that a party prevailing on a particular issue shall recover costs for successfully advancing its position on that issue. This Agreement does not prevent either Executive or Company from: # filing a complaint with any securities regulatory agency or authority, any self-regulatory organization, or any other federal or state regulatory authority (“Government Agencies”); # communicating with any Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency without notice to or approval from Company; # receiving an award for information provided to any Government Agencies; or # disclosing any information that Executive has a legally protected right to disclose, including, any whistleblower activity that is protected under any whistleblower provisions of federal, state, or local laws or regulations.

Mandatory Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration in the manner set forth in this Section 11(l). Either party may submit any claim arising under or in connection with this Agreement for binding arbitration before an arbitrator in Hennepin County, Minnesota, in accordance with the commercial arbitration rules of the American Arbitration Association, as then in effect, or pursuant to such other form of alternative dispute resolution as the parties may agree (collectively, the “arbitration”). The arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement; the arbitrator shall not change, add to, or subtract from, any of its provisions. The arbitrator shall have the power to compel attendance of witnesses at the hearing. Any court having competent jurisdiction may enter a judgment based upon such arbitration. The arbitrator shall be appointed by mutual agreement of the Corporation and the claimant pursuant to the applicable commercial arbitration rules. The arbitrator shall be a professional person with a national reputation for expertise in employee benefit matters and who is unrelated to the claimant and any employees of the Corporation. All decisions of the arbitrator shall be final and binding on the claimant and the Corporation.

The parties agree that, except for claims for injunctive relief as set forth in paragraph 3 above, any and all claims, controversies or actions arising out of the terms, provisions or subject matter of this Agreement or the engagement of the Consultant shall and must be resolved exclusively by arbitration in accordance with the following provisions: