This [Section 4.12] sets forth the sole and exclusive representations and warranties of the Company under this Agreement with respect to Environmental Permits, Environmental Laws, Contaminants or other environmental matters.

Nothing in this [Section 4.25] shall require any such cooperation to the extent that it would require any Seller or the Acquired Companies to: # waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Purchaser; # enter into any definitive agreement; # give any indemnities in connection with the Financing; # take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of the Sellers and their Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Sellers or any of their Affiliates; # adopt resolutions (whether by the board of directors of the Sellers or otherwise) approving the agreements, documents and instruments pursuant to which the Financing is obtained, other than those effective on the Closing Date; # provide any assistance or cooperation that # would cause any representation or warranty in this Agreement made by any Seller to be breached, or # cause any conditions to Closing set forth in this Agreement to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by Sellers that would provide Purchaser the right to terminate this Agreement (unless waived by Purchaser); or # cooperate to the extent it would require the disclosure of information which the Sellers or the Acquired Companies reasonably determine would reasonably be expected to jeopardize the attorney-client or other similar privilege of the Sellers or any of the Acquired Companies or violate any Applicable Law to which the Sellers or any of the Acquired Companies is a party.

[Section 4.2] is hereby amended by deleting “75%” from clause (i) and substituting “100%” in lieu thereof.

[Section 4.01(n)] of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] “Base Fee” is hereby deleted and replaced in its entirety with the following:

[Section 4.01(a)] of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

[Section 4.03(b)(17)] of the Indenture is hereby amended by deleting the word “and” at the end thereof.

[Section 4.03(b)(17)] of the Indenture is hereby amended by replacing the “.” at the end thereof with “;”.

[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.