Common use of Amendments, Etc Clause in Contracts

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against Viacom, and without notice to or further assent by Viacom, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE BORROWER OBLIGATIONS. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Company and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative any Agent or any Lender may be rescinded by the Administrative such Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative any Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the Majority Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative any Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender or other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Article 8 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this Agreement the Credit Agreement, the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, all affected Lenders, or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Viacom Obligations. Viacom International shall remain obligated under this Section 8.1 8.2 notwithstanding that, without any reservation of rights against ViacomViacom International, and without notice to or further assent by ViacomViacom International, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Viacom Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Viacom Obligations continued, and the Subsidiary Borrower Viacom Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Viacom Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Viacom Obligations or for the guarantee contained in this Section 8.1 8.2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each --------------------------------------------------------- Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 Guarantee notwithstanding that, without any reservation of rights against Viacom, the Company and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, Obligations or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with Section 9.02, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. released without affecting the Company’s obligations under this Article X. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject theretoGuarantee.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower CBS Obligations. Viacom CBS Operations shall remain obligated under this Section 8.1 8.2 notwithstanding that, without any reservation of rights against ViacomCBS Operations, and without notice to or further assent by ViacomCBS Operations, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower CBS Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower CBS Obligations continued, and the Subsidiary Borrower CBS Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower CBS Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower CBS Obligations or for the guarantee contained in this Section 8.1 8.2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom CBS shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against ViacomCBS, and without notice to or further assent by ViacomCBS, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations; Waiver of Rights. Viacom Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, settled, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Party or by operation of law, and this Agreement (c) the Credit Agreement, the other Credit Documents and any other documents executed and delivered in connection herewith therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented supplemented, extended or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Guaranteed Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it (or on its behalf) as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guaranty or any property or assets subject thereto. When making any demand hereunder against any Guarantor, the Administrative Agent or any other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the relevant Borrower or any other Guarantor or guarantor (and notwithstanding any provisions of applicable law to the contrary each Guarantor irrevocably waives any right it may have of requiring the Administrative Agent or any Guaranteed Party (or any person on its behalf) to proceed against or enforce any other rights or security or claim payment from a Borrower, any other Guarantor or any other Person before making a demand against such Guarantor under the terms of this Guaranty), and any failure by the Administrative Agent or any other Guaranteed Party to make any such demand or to enforce such security or to collect any payments from any Borrower or any Guarantor or guarantor or any release of a Borrower or any Guarantor or guarantor shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Guaranteed Party against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Guaranteed Obligations. Viacom To the fullest extent permitted by applicable law, each Grantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modifiedmodified (including changing the time for payment of the Guaranteed Obligations), accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be be, amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case Collateral Agent may be) may reasonably deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Infinity shall remain obligated under this Section 8.1 Article VIII notwithstanding that, without any reservation of rights against ViacomInfinity, and without notice to or further assent by ViacomInfinity, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Article VIII or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, Holdings shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, Holdings and without notice to or further assent by ViacomHoldings, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guarantor Obligations made by the applicable Administrative Agent or any Lender other Guaranteed Creditor may be rescinded by the such Administrative Agent or such Lender, other Guaranteed Creditor and any of the Subsidiary Borrower Guarantor Obligations continued, and the Subsidiary Borrower Guarantor Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the applicable Administrative Agent or any Lenderother Guaranteed Creditor, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the applicable Collateral Agent, Administrative Agent or any Lender other Guaranteed Creditor for the payment of any of the Subsidiary Borrower Guarantor Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the applicable Collateral Agent, Administrative Agent nor any Lender and each other Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Guarantor Obligations or for the guarantee contained in this Section 8.1 12 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Newco Subordinated Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Newco Subordinated Guarantor and without notice to or further assent by Viacomany Newco Subordinated Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party may be rescinded by the Administrative Shared Collateral Agent or such Lender, Shared Collateral Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Shared Collateral Agent or any Lender, Shared Collateral Secured Party and this Agreement the Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Shared Collateral Agent (or all Lendersthe RHDI Administrative Agent, the Dex East Administrative Agent, the Dex West Administrative Agent, the SuperMedia Administrative Agent or the requisite Lenders under the applicable Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Shared Collateral Agent nor any Lender other Shared Collateral Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Creditor may be rescinded by the Administrative Agent or such Lender, Secured Creditor and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Creditor, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent (or the Required Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Creditor for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the applicable Administrative Agent or any Lender other Credit Party to which such Borrower Obligations are owed may be rescinded by the such Administrative Agent or such Lender, Credit Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary such Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the such Administrative Agent or any Lender, such Credit Party and this Agreement the applicable Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (applicable Administrative Agent or all Lendersthe applicable Majority Class Holders, as the case may be) , may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the such Administrative Agent or any Lender such Credit Party for the payment of the Subsidiary such Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the No Administrative Agent nor or any Lender other Credit Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary applicable Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or the Required Lenders, all of the Lenders, or any applicable Qualified Counterparty, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Subsidiary Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomsuch Subsidiary Guarantor, and without notice to or further assent by Viacomany Subsidiary Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, as applicable, and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, and any Note and any other documents executed and delivered document in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) any Lender may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien or security interest at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 Subsidiary Guarantee or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.14 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Guaranteed Party may be rescinded by the Administrative Agent or such Lender, Guaranteed Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderGuaranteed Party, and this Agreement the Credit Agreement, the other Loan Documents, any Ancillary Facility Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, the Majority Facility Lenders, all affected Lenders, or all Lenders, or any Ancillary Lender, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Guaranteed Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Loan Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Borrower and each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Borrower or any Guarantor and without notice to or further assent by Viacomthe Borrower or any Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations continued, and the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party (with the consent of such of the Borrower and the Guarantor as shall be required thereunder), and this the Specified Hedge Agreements, the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall Secured Party shall, except to the extent set forth in, and for the benefit of the parties to, the agreements and instruments governing such Lien or guarantee, have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or Guarantor Hedge Agreement Obligations or for the guarantee guarantees contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, increased, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 herein or any property subject thereto.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations; Waiver of Rights. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomany Guarantor, and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations and any of the Time Warner Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations and any of the Time Warner Obligations continued, and (b) the Subsidiary Borrower Obligations and/or the Time Warner Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this (c) the Credit Agreement and any other documents executed and delivered in connection herewith Credit Document may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders and (or all Lenders, as the case may bed) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations and/or the Time Warner Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guarantee or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Newco Subordinated Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Newco Subordinated Guarantor and without notice to or further assent by Viacomany Newco Subordinated Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party may be rescinded by the Administrative Shared Collateral Agent or such Lender, Shared Collateral Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Shared Collateral Agent or any Lender, Shared Collateral Secured Party and this Agreement the Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Shared Collateral Agent (or all Lendersthe RHDI Administrative Agent, the Dex East Administrative Agent, the Dex West Administrative Agent or the requisite Lenders under the applicable Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Shared Collateral Agent nor any Lender other Shared Collateral Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Collateral Agent (or the Majority Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this Agreement the Credit Agreement, the Note Agreements, the Prudential Notes and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly and adversely affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Except to the Administrative Agent nor extent required by any Lender non-waivable provisions of the New York UCC, no Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Administrative Agent Credit Agreement and the other Loan Documents or any LenderSpecified Hedge Agreements, and this Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modifiedamended and restated, supplemented supplemented, replaced, refinanced, otherwise modified or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lenders, as the case may berequisite Secured Parties) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Borrower shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Borrower and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Administrative Agent, the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Obligations of each Designated Borrower. The Borrower Obligations. Viacom shall remain obligated under this Section 8.1 Article X notwithstanding that, without any reservation of rights against Viacomthe Borrower, and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Obligations of any Designated Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Obligations of such Designated Borrower Obligations continued, and the Subsidiary Borrower ObligationsObligations of such Designated Borrower, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Obligations of such Designated Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Obligations of each Designated Borrower Obligations or for the guarantee contained in this Section 8.1 Article X or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Issuer Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Issuer Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Issuer Obligations continued, and the Subsidiary Borrower Issuer Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this Agreement the Indenture and the Collateral Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Mortgage Notes Indenture Trustee (or the requisite Holders under the Indenture or all LendersHolders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Issuer Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Issuer Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with Respect to the Obligations; Waiver of Rights. Unless and until the Guarantee Termination Date has occurred or, with respect to the Subsidiary Borrower Obligations. Viacom any Guarantor, such Guarantor shall be released in accordance with Section 7(c), each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Bank Party may be rescinded by the Administrative Agent or such Lender, party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Bank Party, and this Agreement (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other documents executed and delivered in connection herewith therewith (including the Secured Cash Management Agreements, Secured Hedging Agreements, Secured Commodity Hedging Agreements) and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreements, the party thereto) may deem advisable from time to time, time and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Bank Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Bank Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guarantee or any property subject thereto. When making any demand hereunder against any Guarantor, the Administrative Agent or any other Secured Bank Party may, but shall be under no obligation to, make a similar demand on the Company or any Guarantor or any other Person, and any failure by the Administrative Agent or any other Secured Bank Party to make any such demand or to collect any payments from the Company or any Guarantor or any other Person or any release of the Company or any Guarantor or any other Person shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any other Secured Bank Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Further, each Guarantor expressly waives, to the extent permitted by applicable law, each and every right to which it may be entitled by virtue of the suretyship law of the state of Texas, including without limitation, any rights pursuant to Rule 31, Texas Rules of Civil Procedure, Articles 1986 and 1987, Revised Civil Statutes of Texas and Chapter 34 of the Texas Business and Commerce Code.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this Agreement the Credit Agreements, the other Credit Documents, any agreement evidencing or governing External Sharing Debt and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Administrative Agent, the Required L/C Banks, the Required ESD Banks, the Required Lucent Banks (as such terms are defined in the Credit Agreements), all LendersBanks or any holder of External Sharing Debt Obligations, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents, and in each case any other documents executed and delivered in connection herewith therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly and adversely affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with Respect to the Obligations; Waiver of Rights. Unless and until the Termination Date has occurred or, with respect to any Grantor, such Grantor shall be released in accordance with Section 7.4(b), to the Subsidiary Borrower Obligations. Viacom extent permitted by law, each Grantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Grantor and without notice to or further assent by Viacomany Grantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this (c) the Credit Agreement and any other documents executed and delivered may, in connection herewith may accordance with the applicable provisions thereof, be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable part from time to time, time and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Except as provided in Section 7.2, neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Security Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Grantor or any other Person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from any Grantor or any other Person or any release of any Grantor or any other Person shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Wynn Resorts shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Other Guarantor and without notice to or further assent by Viacomany such guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements, the Cash Management Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, in accordance with the terms of the Loan Documents be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms thereof as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor or any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomthe Guarantor, and without notice to or further assent by Viacomthe Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Managing Facility Agent or any Lender Purchaser may be rescinded by the Administrative Managing Facility Agent or such LenderPurchaser, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Managing Facility Agent or any LenderPurchaser, and this Agreement and the Purchase Agreement, the Repurchase Agreement, any other Purchase Document or any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Purchasers (or all Lendersthe Required Purchasers, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Managing Facility Agent or any Lender Purchaser for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Managing Facility Agent nor any Lender Purchaser shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Guarantee or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Subsidiary Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Subsidiary Guarantor and without notice to or further assent by Viacomany Subsidiary Guarantor, (i) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and (ii) the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this in each case, subject to the applicable requirements of the Credit Agreement and the other Loan Documents, (iii) the Credit Agreement, the other Loan Documents or any other documents executed and delivered in connection herewith therewith, subject to the applicable requirements of the Credit Agreement and the other Loan Documents, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and or (iv) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or 2 or, except as provided in Section 7.2 hereof, any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents, any Specified Hedge Agreement, any Specified Cash Management Agreement and any other documents executed and delivered in connection herewith therewith may be amended, modifiedrestated, supplemented amended and restated, supplemented, replaced, refinanced, otherwise modified or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lenders, as the case may berequisite Secured Parties) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law or any Loan Document.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom The Company shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomthe Company, and without notice to or further assent by Viacomthe Company, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any other Loan Document and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all the Lenders, as the case may be) , may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in pursuant to this Section 8.1 15 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Revolving Loan Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Revolving Loan Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Revolving Loan Obligations continued, and the Subsidiary Borrower Revolving Loan Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement and any other documents executed and delivered in connection herewith of the Revolving Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may requisite parties thereto deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Revolving Loan Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Revolving Loan Obligations or for the guarantee contained in this Section 8.1 Article XI or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent any Secured Party or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect With Respect to the Subsidiary Borrower Obligations. Viacom Obligations Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, extended, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this the Securities Amendment and Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Collateral Agent (or the Required Noteholders or all LendersSecured Parties, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 ARTICLE 2 or any property subject thereto.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lenderother Secured Party and any of the Borrower Obligations continued, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersand/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1 of the Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, the Administrative Agent or any Lender other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders (under the Credit Agreement or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary any Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Collateral Agent, either Administrative Agent or any Lender may be rescinded by the Collateral Agent, such Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary any Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, either Administrative Agent or any Lender, and this Agreement the Credit Agreements and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the applicable Required Lenders (or all applicable Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, either Administrative Agent or any Lender for the payment of the Subsidiary any Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither Subject to the provisions of Section 7.3, neither the Collateral Agent, either Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary any Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, restated, amended and restated, modified, supplemented or terminatedterminated (to the extent provided by the terms of the Credit Agreement and the other Loan Documents), in whole or in part, as the Required Lenders Administrative Agent (or the requisite Lenders under the Credit Agreement or all affected Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee Guarantee contained in this Section 8.1 2 or any property Property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent Security Trustee or any Lender other Secured Party may be rescinded by the Administrative Agent Security Trustee or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and (b) the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Security Trustee or any Lenderother Secured Party, (c) any Credit Agreement and this Agreement any other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as the Security Trustee (or the “Required Lenders” or all Lenders (or all Lenderseach, as defined in the Credit Agreement), as the case may be) may deem advisable from time to time, in accordance with the terms thereof, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent Security Trustee or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent Security Trustee nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.. 4823-9888-3206v7

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any LenderSecured Party, and this Agreement the Credit Agreement, the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Administrative Agent, the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lenderother Secured Party and any of the Obligations continued, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Required Lenders (or all Lendersand/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1 of the Credit Agreement, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersthe Required Collateral Release Lenders under the Credit Agreement, or the applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, Holdings shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, Holdings and without notice to or further assent by ViacomHoldings, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guarantor Obligations made by the Administrative Agent or any Lender other Guaranteed Creditor may be rescinded by the Administrative Agent or such Lender, other Guaranteed Creditor and any of the Subsidiary Borrower Guarantor Obligations continued, and the Subsidiary Borrower Guarantor Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Creditor, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, Administrative Agent or any Lender other Guaranteed Creditor for the payment of any of the Subsidiary Borrower Guarantor Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Collateral Agent, Administrative Agent nor any Lender and each other Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Guarantor Obligations or for the guarantee contained in this Section 8.1 11 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Cash Management Agreements, the Specified Swap Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Obligations; Waiver of Rights. Each Borrower Obligations. Viacom shall remain obligated under this Section 8.1 Article VI notwithstanding that, without any reservation of rights against Viacomsuch Borrower, and without notice to or further assent by Viacomsuch Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any Notes and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Majority Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Agreement or any property subject thereto.. When making any demand hereunder against any Borrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations continued, and the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or the Guarantor Hedge Agreement Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lender other Secured Party may be rescinded by the U.S. Collateral Agent, the U.S. Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the U.S. Collateral Agent or the U.S. Administrative Agent (or the Required Lenders (or all Lendersthe applicable Lenders(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the U.S. Collateral Agent, the U.S. Administrative Agent or any Lender other Secured Party for the payment of any of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the U.S. Collateral Agent, the U.S. Administrative Agent nor any Lender and each other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for any of the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower First Priority Term Loan Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower First Priority Term Loan Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower First Priority Term Loan Obligations continued, and the Subsidiary Borrower First Priority Term Loan Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement and any other documents executed and delivered in connection herewith of the First Priority Term Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may requisite parties thereto deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower First Priority Term Loan Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower First Priority Term Loan Obligations or for the guarantee contained in this Section 8.1 Article XI or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, novated, supplemented, replaced, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Specified Swap Agreements, the L/C-Related Documents, the Cash Management Agreements and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or the Required Lenders, all Lenders, or other Secured Party, as the case may be) may deem advisable from time to timetime in accordance with the terms of such documents, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations; Waiver of Rights. Viacom The Parent shall remain obligated under this Section 8.1 Parent Guarantee notwithstanding that, without any reservation of rights against Viacomthe Parent, and without notice to or further assent by Viacomthe Parent, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by any Agent, any Lender or the Administrative Agent or any Swingline Lender may be rescinded by such Agent, such Lender or the Administrative Agent or such Swingline Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Agent, any Lender or the Administrative Agent or any Swingline Lender, and this Agreement Agreement, any Revolving Credit Notes, the Swingline Note, the other Loan Documents and any other documents executed and delivered in connection herewith or therewith may be (with the consent of the Loan Party thereto) amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Agent, any Lender or the Administrative Agent or any Swingline Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor Agents, any Lender or the Swingline Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 Parent Guarantee or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary BVI Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary BVI Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary BVI Borrower Obligations continued, and the Subsidiary BVI Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary BVI Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary BVI Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith or therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 10 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent, the Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (Lenders, or all Lenders, or all Lenders directly affected thereby, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent, the Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent, the Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Guarantee & Collateral Agreement Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this Agreement the Credit Agreement, the other Loan Documents, the Bank Services Agreements, the Specified Swap Agreements, and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all of the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, 'in whole or in part, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all Lendersappropriate Secured Parties, as the case may be, in accordance with the Credit Agreement) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or releasedreleased in accordance with the terms of the Credit Agreement. Neither the Administrative Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE OBLIGATIONS; WAIVER OF RIGHTS. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacomany Guarantor and, and to the extent permitted by applicable law, without notice to or further assent by Viacomany Guarantor, (a) any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Credit Agreement Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, party and any of the Subsidiary Borrower Credit Agreement Obligations continued, and (b) the Subsidiary Borrower Credit Agreement Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, may from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, (c) the Credit Agreement, the Notes and this Agreement the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the relevant Lenders, as the case may be) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.insure

Amendments, Etc. with respect Respect to the Subsidiary Borrower Obligations. Viacom ViacomCBS shall remain obligated under this Section 8.1 notwithstanding that, without any reservation of rights against ViacomViacomCBS, and without notice to or further assent by ViacomViacomCBS, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, Lender and any of the Subsidiary Borrower Secured Obligations continued, and the Subsidiary Borrower Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all the Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or for the guarantee guaranty contained in this Section 8.1 2 or any property subject thereto. The Administrative Agent or any Lender may, from time to time, at its sole discretion and without notice to the Guarantors (or any of them), take any or all of the following actions without affecting any of the Secured Obligations: (a) retain or obtain a security interest in any property to secure any of the Secured Obligations or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Grantors, with respect to any of the Secured Obligations, (c) extend or renew any of the Secured Obligations for one or more periods (whether or not longer than the original period), alter or exchange any of the Secured Obligations, or release or compromise any obligation of any of the Grantors hereunder or any obligation of any nature of any other obligor with respect to any of the Secured Obligations, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Secured Obligations or any obligation hereunder, fail to perfect or keep perfected, or impair, any such security interest, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to the Grantors (or any of them) for payment of any of the Secured Obligations when due, whether or not the Administrative Agent or such Lender shall have resorted to any property securing any of the Secured Obligations or any obligation hereunder or shall have proceeded against any other of the Grantors or any other obligor primarily or secondarily obligated with respect to any of the Secured Obligations.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom The Borrower shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, the Borrower and without notice to or further assent by Viacomthe Borrower, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Foreign Secured Obligations made by the Administrative Agent, the Collateral Agent or any Lender may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, Lender and any of the Subsidiary Borrower Foreign Secured Obligations continued, and the Subsidiary Borrower Foreign Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, the Collateral Agent or any Lender for the payment of the Subsidiary Borrower Foreign Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent, the Collateral Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Foreign Secured Obligations or for the guarantee contained in this Section 8.1 3 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom --------------------------------------------------------- The Guarantor shall remain obligated under this Section 8.1 6 notwithstanding that, without any reservation of rights against Viacomthe Guarantor, and without notice to or further assent by Viacomthe Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations Obligations, continued, and the Subsidiary Borrower Obligations, Obligations or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any other Loan Document, and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 6 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To --------------------------------------------------------- the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Credit Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Primary Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Primary Obligations of the Loan Parties made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Collateral Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Primary Obligations of the Loan Parties continued, and the Subsidiary Borrower ObligationsPrimary Obligations of the Loan Parties, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Primary Obligations of the Loan Parties may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Primary Obligations of the Loan Parties or for the guarantee contained in this Section 8.1 Article II or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Guaranteed Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Guaranteed Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Guaranteed Obligations continued, and the Subsidiary Borrower Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Guaranteed Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guaranteeing Party shall remain obligated under this Section 8.1 its Guarantee notwithstanding that, without any reservation of rights against Viacomsuch Guaranteeing Party, and without notice to or further assent by Viacomsuch Guaranteeing Party, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Bank may be rescinded by the Administrative Agent or such LenderBank, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderBank, and this Agreement Agreement, the Notes and any the other documents executed and delivered in connection herewith Loan Documents may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Agent or the Banks (or all Lendersthe Majority Banks, as the case may be) may deem advisable from time to timetime in accordance with the provisions of subsection 13.1(a), and any collateral security, guarantee or right of offset set-off at any time held by the Administrative Agent or any Lender Bank for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender Bank shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 obligations of either Guaranteeing Party under its Guarantee or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom Each Guarantor shall remain obligated for its ---------------- Related Guaranteed Obligations under this Section 8.1 10 notwithstanding that, without any reservation of rights against Viacomsuch Guarantor, and without notice to or further assent by Viacomsuch Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower its Related Guaranteed Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower its Related Guaranteed Obligations continued, and the Subsidiary Borrower its Related Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement Agreement, any other Loan Document, and any other documents executed and delivered in connection herewith or therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required requisite group of Lenders (or all Lenders, as the case may be) specified by this Agreement may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower its Related Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower any Guarantor's Related Guaranteed Obligations or for the guarantee contained in this Section 8.1 10 or any property subject thereto.

Amendments, Etc. with respect Respect to the Subsidiary Borrower Post-Petition Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Post-Petition Obligations made by the Administrative DIP Agent or any Lender may be rescinded by the Administrative DIP Agent or such Lender, Lender and any of the Subsidiary Borrower Post-Petition Obligations continued, and the Subsidiary Borrower Post-Petition Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative DIP Agent or any Lender, and this Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the DIP Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative DIP Agent or any Lender for the payment of the Subsidiary Borrower Post-Petition Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative DIP Agent nor any Lender shall as a condition to any Guarantor's liability hereunder have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Post-Petition Obligations or for the guarantee contained in this Section 8.1 Article X or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower ObligationsWITH RESPECT TO THE BORROWER OBLIGATIONS. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Administrative Agent (or the requisite Lenders (under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Borrowers’ Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Borrowers’ Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Borrowers’ Obligations continued, and the Subsidiary Borrower Borrowers’ Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders (or all Lenders, as the case may be) parties thereto may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Borrowers’ Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Borrowers’ Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Secured Obligations. Viacom Each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Secured Obligations or the Foreign Secured Obligations made by the Administrative Agent, the Collateral Agent or any Lender may be rescinded by the Administrative Agent, the Collateral Agent or such Lender, Lender and any of the Subsidiary Borrower Secured Obligations or Foreign Secured Obligations continued, and the Subsidiary Borrower Secured Obligations and the Foreign Secured Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Collateral Agent or any Lender, and this the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders (or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, the Collateral Agent or any Lender for the payment of the Subsidiary Borrower Secured Obligations or the Foreign Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent, the Collateral Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Secured Obligations or the Foreign Secured Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.

Amendments, Etc. with respect to the Subsidiary Borrower Obligations. Viacom To the maximum extent permitted by law, each Guarantor shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Guarantor and without notice to or further assent by Viacomany Guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, other Secured Party and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and this the Senior Secured Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Administrative Agent (or all the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Subsidiary Borrower Obligations may be sold, 183 11 exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto, except to the extent required by applicable law.

Amendments, Etc. with respect to the Subsidiary Borrower Issuer Obligations. Viacom Wynn Resorts shall remain obligated under this Section 8.1 hereunder notwithstanding that, without any reservation of rights against Viacom, any Other Guarantor and without notice to or further assent by Viacomany such guarantor, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Issuer Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Subsidiary Borrower Issuer Obligations continued, and the Subsidiary Borrower Issuer Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any LenderSecured Party, and this Agreement the Indenture, the Notes and the Collateral Documents and any other documents executed and delivered in connection herewith therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Required Lenders Mortgage Notes Indenture Trustee (or the requisite Holders under the Indenture or all LendersHolders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender Secured Party for the payment of the Subsidiary Borrower Issuer Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender No Secured Party shall have any obligation to protect, secure, perfect or insure any lien Lien at any time held by it as security for the Subsidiary Borrower Issuer Obligations or for the guarantee contained in this Section 8.1 2 or any property subject thereto.