serving at the request of the Corporation shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such
director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation as referred to in this Article V.
Section 5.7 Survival of Indemnification and Advancement of Expenses. The indemnification and, subject to the discretion of the
Board of Directors, advancement of expenses provided by, or granted pursuant to, this Article V or the Certificate of Incorporation shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 5.8 Other Indemnification. The Corporations obligation, if any, to indemnify any person who was or is serving at its
request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, non-profit entity, or other enterprise.
Section 5.9
Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
Section 5.10 Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this
Article V to Covered Persons.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Delaware Office. The address of the registered office of the Corporation in the State of Delaware shall be at
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801 and the name of its registered agent at such address is Corporation Trust Company.
Section 6.2 Other Offices. The Corporation may also have offices at other such places, both within and without the State of
Delaware, as the Board of Directors from time to time may appoint or the business of the Corporation may require.
Section 6.3
Seal. The corporate seal shall be in the form adopted by the Board of Directors. Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be affixed by any officer of the
Corporation to any
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