SECTION 6. President. The President shall perform such senior duties as he may agree
with the Chief Executive Officer (if the position is held by an individual other than the Chief Executive Officer) or as the Board shall from time to time determine.
SECTION 7. Chief Operating Officer. The Chief Operating Officer shall perform such senior duties in connection with the
operations of the Corporation as he may agree with the Chief Executive Officer or as the Board shall from time to time determine.
SECTION
8. Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief
Financial Officer shall, when requested, consult with and advise the other officers of the Corporation and shall perform such other duties as the Chief Executive Officer or the Board may from time to time determine.
SECTION 9. Vice Presidents. Any Vice President shall have such powers and duties as shall be prescribed by his superior officer or the
Board. A Vice President shall, when requested, consult with and advise the other officers of the Corporation and shall perform such other duties as the Chief Executive Officer or the Board may from time to time determine. A Vice President need not
be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.
SECTION 10.
Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and
compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform
all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, consult with and advise the other officers of the Corporation and shall perform such other duties as the Chief Executive Officer, the Chief Financial
Officer or the Board may from time to time determine.
SECTION 11. Controller. The Controller shall be the chief accounting officer
of the Corporation. The Controller shall, when requested, consult with and advise the other officers of the Corporation and shall perform such other duties as the Chief Executive Officer, the Chief Financial Officer or the Board may from time to
time determine.
SECTION 12. Secretary. It shall be the duty of the Secretary to act as secretary at all meetings of the Board, of
the committees of the Board and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and
served; the Secretary shall be custodian of the seal of the Corporation and when deemed necessary shall affix the seal or cause it to be affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized
in accordance with the provisions of these By- laws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required
by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, consult with and advise the other officers of the Corporation and shall
perform such other duties as the Chief Executive Officer or, the Board may from time to time determine.
SECTION 13. Assistant
Treasurers, Assistant Controllers and Assistant Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board or by the Treasurer, Controller or
Secretary, respectively, or by the Chief Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the
Board.
SECTION 14. Additional Matters. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant
Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.
ARTICLE VI
Indemnification
SECTION
1. Right to Indemnification. The Corporation, to the fullest extent permitted or required by the General Corporation Law of the State of Delaware (the DGCL) or other applicable law, as the same exists or may hereafter be
amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide
prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be
made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of
the Corporation to procure a judgment in its favor) (a Proceeding) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a Covered Entity) against all expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that the foregoing shall not apply to a director or officer
of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the proceeding was commenced after a Change in Control (as defined below). Any director or officer of the Corporation entitled to indemnification
as provided in this Section 1 is hereinafter called an Indemnitee. Any right of an Indemnitee to indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by
the Indemnitee in connection with such Proceeding, consistent with the provisions of the DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise
requires, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than such law permitted the Corporation to provide prior to such amendment), and the other provisions of this Article VI.
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