amendment of the Certificate of Incorporation, Bylaws, or other organizational documents of QSHI;

NEXTERA ENERGY, INC. AMENDED AND RESTATED BYLAWS ARTICLE VI. INDEMNIFICATION/ADVANCEMENT OF EXPENSES

cause, permit or propose any amendments to Provider’s Articles of Incorporation or Bylaws;

not amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

amending, altering, modifying or repealing any provision of the Bylaws by Board action.

violate any provisions of the Certificate of Incorporation or Bylaws of Buyer; or

Make any change in the Certificate of Incorporation or Bylaws of the Company;

at such time that Dooley is no longer serving on the Viacom Board, such directorship shall remain vacant until a successor Chief Executive Officer is appointed by the Viacom Board in accordance with the Bylaws, which Chief Executive Officer may be appointed by the Viacom Board as a director in accordance with the Bylaws;

Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Certificate of Incorporation

Expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Charter or the Bylaws; and