Decision Upon Review. The Committee will provide a prompt written decision on review to the Claimant. If the claim is denied on review, the decision shall set forth:

Decision on Review. After receipt by the RPAC of a written application for review of his claim, the RPAC will review the claim taking into account all comments, documents, records and other information submitted by the claimant regarding the claim without regard to whether such information was considered in the initial benefit determination. The RPAC will notify the claimant of its decision by delivery or by certified or registered mail to his last known address. A decision on review of the claim will be made by the RPAC at its next meeting following receipt of the written request for review. If no meeting of the RPAC is scheduled within forty-five (45) days of receipt of the written request for review, then the RPAC will hold a special meeting to review such written request for review within such forty-five (45) day period. If special circumstances require an extension of the forty-five (45) day period, the RPAC will so notify the claimant and a decision will be rendered within ninety (90) days of receipt of the request for review. In any event, if a claim is not determined by the RPAC within ninety (90) days of receipt of written submission for review, it will be deemed to be denied.

Review of Decision. Within sixty (60) days after the Committee’s receipt of a request for review, after considering all materials presented by the Claimant, the Committee will inform the Claimant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Committee will so notify the Claimant before the expiration of such period and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

Review of Decision. Within sixty (60) days after the Committee's receipt of a request for review, the Administrator will review the decision of the AT&T Executive Compensation Administration Department. If the Committee determines that special circumstances require an extension of time beyond the initial sixty (60)-day review period, the Committee shall notify the Claimant in writing within the initial sixty (60)-day period and explain the special circumstances that require the extension and state the date by which the Committee expects to render its decision on the review of the claim. If this notice is provided, the Committee may take up to an additional sixty (60) days (for a total of one hundred twenty (120) days after receipt of the request for review) to render its decision on the review of the claim.

The Company shall act upon each request for review within 60 days (45 days in the case of Disability Claim) after receipt thereof, unless special circumstances require an extension of time for processing, but in no event shall the decision on review be rendered more than 120

Notice of Decision on Review. The following provisions shall apply to the notice of a decision on review:

Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: # the specific reasons for the denial; # a reference to the specific provisions of this Agreement on which the denial is based; # a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and # a statement of the Claimant’s right to bring a civil action under ERISA [Section 502(a)].

Decision to Purchase. Each decision of ​ whether to purchase any Participation Interest in any Mortgage Loan from ​ hereunder shall be made by ​ in its sole and absolute discretion. ​ shall be under no obligation hereunder to purchase any Participation Interest in any Mortgage Loan nor shall ​ have any obligation hereunder to purchase any minimum amount of Participation Interests in Mortgage Loans. In each instance where a Request is submitted to ​, ​ will make an independent decision whether to purchase a Participation Interest in any Mortgage Loan contemplated by the Request. ​ may decline to purchase any Participation Interest in any Mortgage Loan for any reason or for no reason whatsoever and shall provide ​ with notice of its decision not to purchase a Participation Interest within one Business Day of receipt of the Request from ​. The election of ​ to purchase a Participation Interest in any Mortgage Loan shall be evidenced by the making of an Advance by ​ for the payment of the Purchase Price related thereto. If ​ elects to purchase a Participation Interest in an amount other than the Standard Percentage, it shall provide ​ with notice of its decision within one Business Day of receipt of the Request from ​.

Lender Credit Decision. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any Issuer and based on the financial statements prepared by the Company and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any Issuer and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except for any notice, report, document or other information expressly required to be furnished to the Lenders by the Administrative Agent or any Lead Arranger hereunder, neither the Administrative Agent nor any Lead Arranger shall have any duty or responsibility (either initially or on a continuing basis) to provide any Lender with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of the Company or any of its Affiliates that may come into the possession of the Administrative Agent or any Lead Arranger (whether or not in their respective capacity as Administrative Agent or a Lead Arranger) or any of their Affiliates.

Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements prepared by ​ and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

Independent Investment Decision. Such Investor is making its own investment decision, which is not being made in conjunction with the investment decision of any other person to acquire a predetermined percentage of the shares of the Company or EFH.

After considering all materials presented by the Claimant, the Committee will render a decision, written in a manner designed to be understood by the Claimant. If the Committee denies the claim on review, the written decision will include # the specific reasons for the decision; # specific references to the pertinent provisions of this Plan on which the decision is based; # a statement that the Claimant is entitled to receive, upon request to the Committee and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and # a statement of the Claimant's right to bring a civil action under [Section 502(a)] of ERISA.

Review of Claims (Other than Disability Claims). If any claim, other than a Disability Claim, is denied, the Claimant or the Claimant’s duly authorized representative, upon written application, may request a review of such denial, may review pertinent documents, and may submit issues and comments in writing. The request must be addressed to the General Counsel of the Company at its then principal place of business. A Claimant must file such written request for review within sixty (60) days after the receipt by the Claimant of a notice denying the initial claim or within sixty (60) days after the claim is deemed to be denied. Upon its receipt of the request for review, the General Counsel will notify the Company of the request. Upon its receipt of notice of a request for review, the Company will appoint a person other than a member of the Committee to be the claims reviewer. The decision on review shall be rendered not later than sixty (60) days after the Committee’s receipt of the Claimant’s request for review, unless special circumstances require an extension of time for processing, in which case the sixty (60) day period may be extended to one-hundred-twenty (120) days if notice is provided to the Claimant in writing within the initial sixty (60) day period stating the reason for the extension. If notice of the decision on the review is not furnished in accordance with this paragraph (i), the claim will be deemed denied and the Claimant will be permitted to exercise his or her right to legal remedy pursuant to paragraph # of this [Section 6.6].

Claim on Review If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review

No Governmental Review. Such Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Opportunity to Review. You hereby acknowledge that you have had adequate opportunity to review these terms and conditions and to reflect upon and consider the terms and conditions of this Agreement, and that you have had the opportunity to consult with counsel of your own choosing regarding such terms. You further acknowledge that you fully understand the terms of this Agreement and have voluntarily executed this Agreement.