[Section 4.6] (“Vacation”) is hereby amended in its entirety to read as follows:

[Section 4.4] of the Agreement is amended to read in its entirety as follows:

[Section 4.4] Amendment. The Agreement is hereby amended by deleting [clause (B) of Section 4.4] of the Agreement in its entirety and replacing it with the following:

[Section 4.10.2] of the AT&T Pension Benefit Plan – Non-Bargained Program, which are the 415 Excess Benefit Provisions of such plan

[Section 4.3(a)] of the Plan is hereby amended by deleting in the final paragraph thereof each reference to the words “Committee” and “Retirement Committee of CBS Corporation” and inserting in place thereof the words “Investments Committee for CBS Defined Contribution Plans”.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to read as follows:

This [Section 2.262.27] shall supersede any provisions in Section 10.1 to the contrary.

Subject to [Section 4.3.3], the Parties shall be entitled to be restored as near as possible to the positions in which they would have been, had this Agreement not been entered;

Subject to [Section 4.1.22(c)] below, ​ will promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Property (any such bills and costs, a “Labor and Materials Charge”) and never permit to exist in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests created hereby and by the Mortgage, except for the Permitted Encumbrances.

Subject to [Section 4.01(a)(i)] in the case of Borrowings of Revolving Loans on the Closing Date only and [Section 4.02(c)] in the case of each other Borrowing of Revolving Loans, each Borrowing of Revolving Loans shall be made upon the ​’s irrevocable notice to the Administrative ​, which may only be given in writing (each request for a Swing Line Loan Borrowing shall be made in accordance with Section 2.03). Each such notice must be received by the Administrative ​ not later than # 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans or SOFR Loans, and # 12:00 noon (New York City time) on the requested date of any Borrowing of Base Rate Loans (in the case of Revolving Loans denominated in Dollars only). Each notice by the ​ pursuant to this Section 2.02(b) must be delivered to the Administrative ​ in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the ​. Each Borrowing of Eurocurrency Rate Loans or SOFR Loans shall be in a principal amount of # $500,000 or a whole multiple of $100,000 in excess thereof in the case of Eurocurrency Rate Loans denominated in Dollars, and # a Dollar Amount of $500,000 or a whole multiple of $100,000 in excess thereof in the case of Eurocurrency Rate Loans denominated in any Alternative Currency. Each Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # the requested date of the Borrowing (which shall be a Business Day), # the principal amount of Revolving Loans to be borrowed, # the Type of Revolving Loans to be borrowed and # if applicable, the duration of the Interest Period with respect thereto. Each Swing Line Loan shall be denominated in Dollars and constitute a Base Rate Loan. If the ​ fails to specify a Type of Revolving Loan in a Committed Loan Notice, then # in the case of Revolving Loans denominated in Dollars, the applicable Revolving Loans shall be made as Base Rate Loans and # in the case of Revolving Loans denominated in an Alternative Currency, the applicable Revolving Loans shall be made as Eurocurrency Rate Loans with an Interest Period of one month. If the ​ requests a Borrowing of Eurocurrency Rate Loans or SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period for such Eurocurrency Rate Loans or SOFR Loans, the ​ will be deemed to have specified an Interest Period of one month.