Certificate of Incorporation of ​ as filed with the Secretary of State of Delaware on December 21, 2006, and all amendments thereto through the date hereof (the “​ Certificate of Incorporation” and together with the [[Organization B:Organization]] Certificate of Incorporation and the [[Organization C:Organization]] Certificate of Incorporation, the “Guarantors Certificates of Incorporation“);

Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

Bylaws of each of the Guarantors (the “Guarantors Bylaws”); and

Waivers by Guarantor. Each Guarantor expressly waives to the fullest extent permitted by applicable law: # notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; # presentment and demand for payment or performance of any of the Obligations; # protest and notice of dishonor or of default (except as specifically required in the Credit Agreement) with respect to the Obligations or with respect to any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other notices to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.

Conflict with Bylaws. In the event of any conflict or inconsistencies between this Agreement and the Bylaws of the Company, this Agreement shall control.

THE COMPANIES listed in Part A of [Schedule 1] to the Facility Agreement (as defined below) as joint and several owner guarantors and joint and several hedge guarantors (the "Owner Guarantors")

Guarantor’s Enforcement Rights. Without the prior written consent of [[Organization B:Organization]], no Guarantor shall # exercise or enforce any creditor’s right it may have against the Borrower or any Subsidiary of the Borrower, or # foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of the Borrower or any Subsidiary of the Borrower held by such Guarantor.

Each Guarantor and each Lender hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance, or similar limitation, for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, Canadian or provincial law to the extent applicable to any Guarantee or as otherwise limited by or required under the Agreed Security Principles. To effectuate the foregoing intention, the Administrative Agent, the Collateral Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 7, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer, or similar limitation, under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Agreement to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Concurrent with the Effective Date, each member of the Viacom Board has, by executing this Settlement, executed a written consent amending the Viacom Bylaws in the form attached as Exhibit I.