Conflict of Interest Transactions. The Committee shall:

AT&T may in its sole discretion accelerate a distribution(s) to the Participant, provided he or she is no longer actively employed by AT&T: # to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government or # to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the service provider to participate in activities in the normal course of his or her position in which the service provider would otherwise not be able to participate under an applicable rule). Any such distribution may only be made in accordance with Section 409A of the Code and the regulations thereunder.

refrain from engaging in any activity which will in any manner, directly or indirectly, compete with the trade or business of the Company or put the Employee in an actual or potential conflict of interest as outlined under the Conflict of Interest guidelines in the Zymeworks Employee Handbook; and

Conflict. If any item of Pledged Collateral also constitutes collateral granted to Lender under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other document in respect of such collateral, the provisions of this Agreement shall control unless the other deed of trust, mortgage, security agreement, pledge or instrument expressly states otherwise.

Conflict. In the event of a conflict between the Agreement and the terms of this Amendment, this Amendment shall control.

Conflict. In the event of any conflict between the Lease and this First Amendment, this First Amendment shall prevail.

DR shall exercise his role as a member of the Board in his capacity as CEO of the Canada Goose group of companies to which Company belongs, based on his professional and diligent judgment, with due care and in the best interest of the Company. DR acknowledges that he may have business interests other than the Company and hereby confirms that he has disclosed to the Company any potential conflict of interest.

Approved Underwriting Guidelines. [[Organization C:Organization]] shall not submit to [[Organization B:Organization]] for purchase, and [[Organization B:Organization]] shall have no obligation to purchase, any Mortgage Loan underwritten in accordance with underwriting guidelines, including amendments to Approved Underwriting Guidelines not expressly approved by [[Organization B:Organization]], other than Approved Underwriting Guidelines.

Approved Underwriting Guidelines. The Mortgage Loan satisfies the Approved Underwriting Guidelines.

No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company without the approval of the Board of Directors. Nothing in this Section 6(c) shall prohibit the Director from being # a stockholder in a mutual fund or a diversified investment company or # a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.