Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

As to each Loan Party and Parent, the execution, delivery, and performance by such Loan Party and Parent of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party and Parent.

violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under # the articles or certificate of incorporation, charter or bylaws of the Company, or # to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates; or

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.

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under: # any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental

No Conflict; Government Consent. Neither the execution and delivery by [[Organization A:Organization]] of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof, will violate # any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on [[Organization A:Organization]] or any of its Subsidiaries or # [[Organization A:Organization]]’s or any of its Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or # the provisions of any indenture, instrument or agreement to which such [[Organization A:Organization]] or any of its Significant Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on any Property of [[Organization A:Organization]] or any of its Significant Subsidiaries pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority (including FERC), or any subdivision thereof (any of the foregoing, an “Approval”), is required to be obtained by [[Organization A:Organization]] or any of its Subsidiaries in connection with the execution and delivery by [[Organization A:Organization]] of the Loan Documents, the borrowings by [[Organization A:Organization]] under this Agreement, the payment and performance by [[Organization A:Organization]] of its Obligations or the legality, validity, binding effect or enforceability against [[Organization A:Organization]] of any Loan Document, except for such Approvals which have been issued or obtained by [[Organization A:Organization]] and which are in full force and effect.

Conflict; No Further Modification. In the event of any conflict between the terms and provisions of the Lease and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall prevail. Except as specifically set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

Plan is Controlling. In the event of a conflict between the terms of the Plan and the terms of this Award, the terms of the Plan are controlling; provided, that, in the event the terms of this Award provide greater specificity as to certain aspects of this Award which are also covered by the Plan, such terms and specificity shall not constitute a conflict with the terms of the Plan.

Other Terms. Except as modified by this Amendment, all other terms of the Employment Agreement will remain in full force and effect.