Common use of Officers Clause in Contracts

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the Board of Directors shall preside at all meetings business of the Board Company or the performance of services for or on behalf of the Company, and shall have the Managing Member may delegate to any such further Persons such authority and powers and shall perform such duties to act on behalf of the Company as the Board of Directors Managing Member may from time to time confer deem appropriate. (b) Except as otherwise set forth herein, the Chief Executive Officer will be responsible for the general and directactive management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. He shall also The Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Managing Member or this Agreement. The Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company. (c) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The Officers will exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties specified in this Agreement or as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board Managing Member. (d) Subject to this Agreement and to the rights, if any, of Directorsan Officer under a contract of employment, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as any Officer may be prescribed removed, either with or without cause, by the officer in charge Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation will take effect at the date of the department receipt of that notice or division at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to whom they are assigned. Section 11make it effective. The powers and duties of all other officers Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office. (e) The Officers, in the performance of their duties as such, shall be those usually pertaining to their respective offices, subject owe to the direction Company and the Members duties of loyalty and due care of the Board type owed by the officers of Directors, a corporation to such corporation and its shareholders under the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedDGCL.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 43. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 54. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 65. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 76. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 87. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 98. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 109. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 1110. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. (a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. Such Persons so designated by the Board of Directors shall be referred to as “Officers.” Except as otherwise specifically provided in this Agreement and to the extent permitted by law, as near as practical, the authority, powers, functions and duties (including fiduciary duties) of the Officers shall be identical to the authority, powers, functions and duties (including fiduciary duties) of the officers of a business corporation organized under the Delaware General Corporation Law. Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this Section 17.3. (b) The Officers of the Company shall include a Chief Executive Officer, a President, and a Secretary, and may also include a Chairman of the Board, a Vice Chairman, Chief Financial Officer, Chief Operating Officer, Treasurer, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior,” “assistant” or otherwise, as the Board of Directors shall determine), one or more Assistant Secretaries and one or more Assistant Treasurers. Officers shall be elected by the Board of Directors from time to time as the Board of Directors considers appropriate. Each Officer shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Any number of offices may be held by the same Person. The Chairman compensation of Officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such Officers as may be designated by resolution of the Board of Directors. (c) Any Officer may resign at any time upon written notice to the Company. Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Company shall not of itself create contract rights. (d) Subject to the control of the Board of Directors and the executive committee (if any) of the Board of Directors, the Chief Executive Officer shall preside at have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of Directors, and he or she may delegate these powers; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company, and shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned by the Board of Directors. (e) If elected, the Chairman of the Board shall have such powers and duties as are designated in this Agreement and as from time to time may be assigned by the Board of Directors. (f) Unless the Board of Directors otherwise determines, the President shall have such powers and duties as are designated in accordance with this Agreement and as from time to time may be assigned by the Board of Directors. (g) In the absence of the President, or in the event of the President’s inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of uninterrupted time as a Vice President of the Company shall so act. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. (h) The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Company and shall have such other powers and duties as are designated in accordance with this Agreement and as from time to time may be assigned to the Treasurer by the Board of Directors. The Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Board of Directors. Each Assistant Treasurer shall have such powers and duties as are designated in accordance with this Agreement and as from time to time may be assigned by the Treasurer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that Officer’s absence or inability or refusal to act. (i) The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Shareholders and the Board and of Directors. The Secretary shall have such further authority and powers charge of the Company’s minute books and shall perform such other duties as the Board of Directors may from time to time confer prescribe. In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and directexercise all the powers of the Secretary. He The performance of any such duty shall, in respect of any other Person dealing with the Company, be conclusive evidence of the power to act. An Assistant Secretary shall also exercise such powers and perform such other duties as the Secretary or the Board of Directors may assign. (j) Unless the Board of Directors otherwise determines and subject to such limitations as the Board of Directors may adopt, each Officer shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company. The Board of Directors may from time to time be agreed upon between himself and the President delegate all or a portion of the Companypowers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them (k) Unless otherwise directed by the Board of Directors, the Chief Executive CommitteeOfficer, the Chairman of the Board President or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables Officer of the Company and for authorized by the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He Chief Executive Officer shall have general supervision of the expenditures of the Company power to vote and shall report to the Board of Directors at each regular meeting of the condition otherwise act on behalf of the Company, in person or by proxy, at any meeting of shareholders of or with respect to any action of equity holders of any other entity in which the Company may hold securities and perform otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committeeentities. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1(a) The elected officers of the Company shall be a Chairman of the Board of Directors, a Chief Executive Officer, a Vice Chairman, a President, a Chief Financial Officer, a General Counsel, a Treasurer, and such other officers as the Lazard Board from time to time may deem proper. The Chairman of the Board of Directors shall preside at all meetings of be chosen from among the Directors. All officers elected by the Lazard Board and shall each have such further authority and powers and shall perform such duties as generally pertain to their respective offices if the Company were a Delaware corporation, subject to the specific provisions of this Section 3.03. Such officers shall also have such powers and duties as from time to time may be conferred by the Lazard Board of Directors or by any committee thereof. The Lazard Board or any committee thereof may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors elect, or the Chairman of the Board or Chief Executive Officer may from time to time confer appoint, such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and direct. Section 3Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Company. The President Such other officers and agents shall have the powers such duties and duties pertaining to the office of the President conferred shall hold their offices for such terms as shall be provided in this Agreement or imposed upon him by statute or assigned to him as may be prescribed by the Lazard Board of Directors in the absence of or such committee or by the Chairman of the Board or Chief Executive Officer, as the President case may be; provided that, notwithstanding anything in this Section 3.03 to the contrary, such powers and duties may not impair, and shall have be subordinate to, the powers and duties of the Chairman Lazard Board set forth in Section 3.01 hereof. The identity and office of the Board. Officers are set forth on Schedule 3.03(a). Schedule 3.03(a) shall be amended pursuant to Section 4. The Chairman 1.03 to reflect any change in the identity or office of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his officeOfficers in accordance with this Agreement. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Managers may appoint a Chairman, Vice Chairman, President, Secretary, Treasurer and such other officers as the business of the Board Company may require, each of Directors whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Managers may determine. (b) The Chairman, and in his absence the Vice Chairman, shall preside at all meetings of the Board Members and Managers and shall perform such other duties and undertake such other responsibilities as the Managers shall designate. (c) The President shall have such further general and active management power and authority and powers with respect to the day to day affairs of the Company and shall perform such duties and undertake such responsibilities as the Board of Directors may from time to time confer and direct. He Managers shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3designate. The President shall have the powers see that all orders and duties pertaining to the office resolutions of the President conferred Managers and Members are carried into effect. (d) The Secretary shall keep or imposed upon him by statute or assigned cause to him by the Board of Directors in the absence be kept a record of the Chairman affairs of the Board the President shall have the powers Company, including all orders and duties resolutions of the Chairman Managers and record minutes of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident such items in a book to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6kept for that purpose. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and also perform such other duties as may be assigned to him from time to time prescribed by the Board of Directors Managers and/or the President. (e) The Treasurer shall have responsibility for the safekeeping of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations funds and securities of the Company, including accounting, shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Company and shall render keep or cause to the Board be kept all other books of Directors at appropriate times a report relating to the general condition account and internal operations accounting records of the Company. There may The Treasurer shall have the general duties, powers and responsibility of a treasurer of a corporation and shall, unless otherwise provided by the Managers, be one or more subordinate the chief financial and accounting or controller officers however denominated, who may perform the duties officer of the Controller Company. The Treasurer shall also perform such other duties and shall have such duties other responsibility and authority as may be prescribed by the ControllerManagers and/or the President. Section 9. The (f) Each officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to hold such office at the direction pleasure of the Board Managers or for such other period as the Managers may specify at the time of Directorselection or appointment, or until such officer’s death, resignation or removal by the Executive CommitteeManagers. Officers may, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedbut need not, be Managers and/or Members.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the ------------------------------- Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.. 22 Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of 23 Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the Board of Directors shall preside at all meetings business of the Board Company or the performance of services for or on behalf of the Company, and shall have the Managing Member may delegate to any such further Persons such authority and powers and shall perform such duties to act on behalf of the Company as the Board of Directors Managing Member may from time to time confer deem appropriate. (b) Except as otherwise set forth herein, the Company’s Chief Executive Officer will be responsible for the general and directactive management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. He shall also The Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Managing Member or this Agreement. The Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company (if the Company has a seal), except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company. (c) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include the Chief Executive Officer, a president, one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The Officers will exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties specified in this Agreement or as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board Managing Member. (d) Subject to this Agreement and to the rights, if any, of Directorsan Officer under a contract of employment, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as any Officer may be prescribed removed, either with or without cause, by the officer in charge Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation will take effect at the date of the department receipt of that notice or division at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to whom they are assigned. Section 11make it effective. The powers and duties of all other officers Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in this Agreement for regular appointments to that office. (e) The Officers, in the performance of their duties as such, shall be those usually pertaining to their respective offices, subject owe to the direction Company and the Members duties of loyalty and due care of the Board type owed by the officers of Directors, a corporation to such corporation and its shareholders under the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedDGCL.

Officers. Section 1(a) The officers of the Company shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors shall preside at all meetings of the Board (who must be a Director), and shall have such further authority one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and powers and shall perform such duties as other officers. Such Persons so designated by the Board of Directors shall be referred to as “Officers.” Any number of offices may from time be held by the same Person, unless otherwise prohibited by the Delaware Act or this Agreement. The Officers need not be Members nor, except in the case of the Chairman of the Board of Directors, need such officers be Directors of the Company. (b) The Board of Directors, at its first meeting after every annual meeting of Members and as necessary to time confer fill vacancies, shall elect the Officers who shall hold their offices for such terms and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors. Each Officer shall hold office until such Officer’s successor is elected and qualified, who or until such Officer’s earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Company. Any Officer, agent or employee of the Company may be removed at any time with or without cause by the Board of Directors. Any vacancy occurring in any office of the Company shall ex officio hold be filled by the Board of Directors. The salaries of all Officers shall be fixed by the Board of Directors (or an appropriately authorized committee thereof). (c) The Chairman of the Board of Directors, if there be one, shall preside at all meetings of Members and of the Board of Directors. If so designated by the Board of Directors, the Chairman of the Board of Directors shall be the Chief Executive Officer of the Company and, except where by Law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Company which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be designated in accordance with this Agreement or assigned by the Board of Directors. (d) The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Company and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President is authorized to execute all bonds, mortgages, contracts and other instruments of the Company. In addition to the President, other Officers of the Company may execute documents on behalf of the Company when so authorized by this Agreement, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of Members and, provided the President is also a Director, the Board of Directors. Unless the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Company. The President shall also perform such other duties and may exercise such other powers as may from time to time be designated in accordance with this Agreement or assigned by the Board of Directors. As of the date hereof, ▇▇▇▇▇ ▇▇▇▇▇▇ shall be the President, the Chief Executive Officer and the Chairman of the Board of Directors of the Company. (e) At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Company who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. (f) The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Company. If required by the Board of Directors, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office Assistant of the Treasurer and for the restoration to the Company, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Company. (g) The Secretary shall attend all meetings of this Company the Board of Directors and who may all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose. The Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of Members and the officer in charge special meetings of the department Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or division the President may choose another officer to cause such notice to be given. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by Law to be kept or filed are properly kept or filed, as the case may be. (h) Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Company, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Company. (i) Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary. (j) Such other Officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any Officer the power to choose such other Officers and to prescribe their respective duties and powers. (k) Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Company may be executed in the name of and on behalf of the Company by the Chairman, the President or any Vice President or any other officer authorized to do so by the Board of Directors, and any such officer may, in the name of and on behalf of the Company, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of securityholders of any corporation or other entity in which they are assignedthe Company may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Company might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time, confer like powers upon any other Person or Persons.

Officers. Section SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior Managing Directors, one or more Managing Directors, one or more Senior Vice Presidents, one or more Principals, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate General Counsels, a General Auditor, a General Credit Auditor, and one or more Deputy Auditors, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board of Directors shall preside at all meetings of or the Board and shall have such further authority and powers and shall perform such duties as Chief Executive Officer or, in their absence, the Board of Directors President, the Senior Vice Chairman or any Vice Chairman, may from time to time confer and directappoint assistant officers. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of All officers elected or appointed by the Board of Directors shall preside at all meetings hold their respective offices during the pleasure of the Board of Directors Directors, and all assistant officers shall hold office at which the Chairman pleasure of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3or the Chief Executive Officer or, in their absence, the President, the Senior Vice Chairman or any Vice Chairman. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in may require any and all officers and employees to give security for the absence faithful performance of their duties. SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Chairman Company who may also hold the additional title of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The , President, Senior Vice Chairman or Vice Chairman and such person shall have, subject to the supervision and direction of the Board of Directors or the President Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as designated holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer. The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall carry into effect have and may exercise all legal directions the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes. The General Credit Auditor shall be responsible to the Chief Executive Committee Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates. SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5SECTION 4. There may be one or more Vice Presidents, however denominated by the The Board of Directors, who may at the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any time perform person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the duties pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board of Directors and/or or the President Chief Executive Officer or any such authorized person; and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of DirectorsBoard, the Chief Executive Committee, Chairman of the Board of Directors Officer or the President any such authorized person may discharge any such employees and the officer in charge of the department or division to which they are assignedagents at will.

Officers. Section 1. The Board shall elect the officers of the Corporation which may include, if the Board so elects, a Chairman of the Board of Directors shall preside at all meetings of the Board Board, a Chief Executive Officer, a President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Secretary, a Treasurer and shall have such further authority and powers and shall perform such duties other officers as the Board of Directors may from time to time confer and directmay deem proper. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which If elected, the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as chosen from among the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3directors. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him All officers elected by the Board of Directors in the absence of the Chairman of the Board the President shall each have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining generally pertain to their respective offices, subject to the direction specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directorsor by any duly authorized committee thereof or, with respect to any Executive Vice President, Senior Vice President, Vice Presidents, Treasurer or Secretary, by the Executive Committee, Chairman of the Board, Chief Executive Officer or President, if any. The Board of Directors or any committee thereof may from time to time elect, or the President and the officer in charge Chairman of the department Board, Chief Executive Officer or division to which they are assignedPresident, if any, may appoint, such other officers (including a Chief Financial Officer, Chief Operating Officer and one or more Senior Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board, Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same person. Except for the Chairman of the Board, if any, no officer need be a director. None of the officers need be a stockholder of the Corporation.

Officers. Section 1. The officers of the Corporation shall be chosen by the Board of Directors, shall include a Chief Executive Officer and a President, and may include a Chairman of the Board (who shall be selected from the directors then serving), one or more Vice Chairmen of the Board (who shall be selected from the directors then serving), one or more Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, respectively, a General Counsel, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a Controller. Any number of offices may be held by the same person, but if an instrument is required by law to be executed, acknowledged or verified by two or more officers, no officer shall execute, acknowledge or verify such instrument in more than one capacity for such purpose. Section 2. Without limiting the right of the Board of Directors shall preside at all meetings to choose officers of the Board and shall have such further authority and powers and shall perform such duties as Corporation at any time when vacancies occur or when the number of officers is increased, the Board of Directors at the first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer, a President and such other officers as shall be designated at such time, including, if so designated, a Chairman of the Board, one or more Vice Chairmen of the Board, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, respectively, a General Counsel, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a Controller. None of said officers, except the Chairman of the Board, and Vice Chairmen of the Board, need be members of the Board. Section 3. The Board of Directors may from time to time confer choose such other officers and direct. He agents as it shall also deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold or, in the office Assistant Secretary absence of this Company and who may perform such duties as may be prescribed exact specification or limitation thereof by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, as the Chief Executive CommitteeOfficer may determine from time to time. Subject to the below provisions, Chairman each of the officers of the Corporation elected by the Board of Directors or appointed by an officer in accordance with these By-Laws shall have the President powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. Section 4. The salaries of all officers of the Corporation and of its wholly owned subsidiaries, other than his own salary, shall be determined by the Chief Executive Officer but shall be reviewed from time to time by an Executive Compensation Committee appointed by the Board of Directors from among its members. The Executive Compensation Committee shall recommend to the Board of Directors such changes in the officers' salaries as fixed by the Chief Executive Officer as it may deem appropriate and the officer in charge Board of Directors shall instruct the Chief Executive Officer to implement those of the department recommended changes which it approves. The salary of the Chief Executive Officer shall be determined by the Board of Directors. Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or division to which they are assignedappointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors.

Officers. Section 1. The officers of the Corporation shall be chosen by the Board of Directors, shall include a Chief Executive Officer and a President, and may include a Chairman of the Board (who shall be selected from the directors then serving), one or more Vice Chairmen of the Board (who shall be selected from the directors then serving), one or more Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, respectively, a General Counsel, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a Controller. Any number of offices may be held by the same person, but if an instrument is required by law to be executed, acknowledged or verified by two or more officers, no officer shall execute, acknowledge or verify such instrument in more than one capacity for such purpose. Section 2. Without limiting the right of the Board of Directors shall preside at all meetings to choose officers of the Board and shall have such further authority and powers and shall perform such duties as Corporation at any time when vacancies occur or when the number of officers is increased, the Board of Directors at the first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer, a President and such other officers as shall be designated at such time, including, if so designated, a Chairman of the Board, one or more Vice Chairmen of the Board, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, respectively, a General Counsel, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a Controller. None of said officers, except the Chairman of the Board, and Vice Chairmen of the Board, need be members of the Board. Section 3. The Board of Directors may from time to time confer choose such other officers and direct. He agents as it shall also deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold or, in the office Assistant Secretary absence of this Company and who may perform such duties as may be prescribed exact specification or limitation thereof by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, as the Chief Executive CommitteeOfficer may determine from time to time. Subject to the below provisions, Chairman each of the officers of the Corporation elected by the Board of Directors or appointed by an officer in accordance with these By-Laws shall have the President powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such 102 appointing officer, shall have such further powers and duties as ordinarily pertain to that office. Section 4. The salaries of all officers of the Corporation and of its wholly owned subsidiaries, other than his own salary, shall be determined by the Chief Executive Officer but shall be reviewed from time to time by an Executive Compensation Committee appointed by the Board of Directors from among its members. The Executive Compensation Committee shall recommend to the Board of Directors such changes in the officers' salaries as fixed by the Chief Executive Officer as it may deem appropriate and the officer in charge Board of Directors shall instruct the Chief Executive Officer to implement those of the department recommended changes which it approves. The salary of the Chief Executive Officer shall be determined by the Board of Directors. Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or division to which they are assignedappointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors.

Officers. Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a president, one or more vice-presidents, a secretary and a chief financial officer. The Board of Directors may elect from among its members a Vice Chairman of the Board and may also choose one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these Bylaws otherwise provide. Section 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall preside at all meetings choose the officers of the Board and shall have such further authority and powers and shall perform such duties as the corporation. Section 3. The Board of Directors may from time to time confer appoint such other officers and direct. He agents as it shall also deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 5. The officers of the corporation shall hold office until their successors are duly elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. Section 6. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present and shall have and may exercise such powers as are, who from time to time, assigned by the Board of Directors and as may be provided by law. Section 7. In the absence of the Chairman of the Board, the Vice Chairman, if any, shall ex officio hold preside at all meetings of the office Assistant Secretary Board of this Company Directors and who of the stockholders at which he shall be present. The Vice Chairman shall have and may exercise such powers as are, from time to time, assigned by the Board of Directors and as may be provided by law. Section 8. The president shall be the general manager and chief executive officer of the corporation, and in the absence of the Chairman of the Board and Vice Chairman, shall preside at all meetings of the stockholders and the Board of Directors. The president shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 9. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Section 10. In the absence of the president or in the event of his inability or refusal to act, the vice president, if any, (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 11. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the officer in charge Board of Directors or president, under whose supervision he shall be. The secretary shall have custody of the department corporate seal of the corporation, and the secretary or division an assistant secretary shall have authority to whom they are assignedaffix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 1112. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 13. The chief financial officer may also be designated by the alternate title of “treasurer.” The chief financial officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 14. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all other officers his transactions as treasurer and of the Company shall be those usually pertaining to their respective offices, subject to financial condition of the direction of corporation. Section 15. If required by the Board of Directors, the Executive Committee, Chairman of chief financial officer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors or for the President and the officer in charge faithful performance of the department duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or division removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to which they are assignedthe corporation. Section 16. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the chief financial officer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Officers. Section 1(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. The Chairman of Such Persons so designated by the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties be referred to as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company“Officers. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him ” Unless provided otherwise by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and resolution of the Board of Directors, the Officers shall have the titles, power, authority and shall at all times exercise general supervision over the interest, affairs and operations duties described below in this Article VIII. (b) The Officers of the Company and perform all duties incident to his office. Section 5. There may be include a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, however denominated by the Board of Directorsand a Secretary, who may at any time perform all the duties of the Chairman of and such other Officers as the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6may deem proper. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time All Officers elected by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and each have such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining as generally pertain to their respective offices, subject to the direction specific provisions of this Article VIII. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board of Directors or any committee thereof may from time to time elect, or the Chief Executive Officer or President, if any, may appoint, such other Officers and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board of Directors or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same Person. (c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until such Officer’s earlier death, resignation, disqualification or removal; however, any Officer may be removed from office at any time by the affirmative vote of a majority of the Board of Directors or, except in the case of an Officer or agent elected by the Board of Directors, by the Chief Executive CommitteeOfficer or President, Chairman if any. Such removal shall be without prejudice to the contractual rights, if any, of the Board Person so removed. No elected Officer shall have any contractual rights against the Company for compensation by virtue of Directors or such election beyond the President and the officer in charge date of the department election of such Officer’s successor or division such Officer’s resignation, disqualification or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. Any Officer may resign at any time upon written notice to which they are assignedthe Secretary of the Company.

Officers. Section 1. A. The Chairman executive officers of the Association shall be a president, who shall be a director, a vice president, who shall be a director, a treasurer, and a secretary, all of whom shall be elected annually by the Board of Directors shall preside at all meetings and who may be peremptorily removed by vote of the directors at any meeting. Any person may hold two or more offices except that the President shall not be also the Secretary or any Assistant Secretary. The Board of Directors, from time to time, shall elect such other officers and shall have such further authority and designate their powers and shall perform such duties as the Board shall find to be required to manage the affairs of Directors may from time to time confer and directthe Association. B. The President shall be the chief executive officer of the Association. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President have all of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to usually vested in the office of the President conferred or imposed upon him by statute or assigned of an association, including but not limited to him by the Board power to appoint committees from among the members from time to time, as he in his discretion may determine appropriate, to assist in the conduct of Directors the affairs of the Association. C. The Vice President, in the absence or disability of the Chairman of the Board the President President, shall have exercise the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or President. He also shall assist the President generally and exercise such other powers and perform such other duties as may from time to time shall be assigned to them prescribed by the Board directors. D. The Secretary shall keep the minutes of Directors, the Executive Committee, the Chairman all proceedings of the Board or the President directors and by the officer in charge of the department or division to which they are assigned. Section 6members. The Secretary He shall attend to the giving and serving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, all notices to the keeping of accurate minutes of all such meetings members and to recording the same in the minute books of the Company. In addition to the directors and other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meetingrequired by law. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the CompanyAssociation and affix it to instruments requiring a seal when duly signed. He shall be custodian of and responsible for all monies, funds and valuables of keep the Company and for the keeping of proper records of the evidence Association, except those of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company Treasurer, and shall report perform all other duties incident to the Board office of Directors at each regular meeting Secretary of the condition of the Company, an association and perform such other duties as may be assigned to him from time to time required by the Board of Directors of directors 62 64 or the Executive Committee. Section 8President. There may be a Controller who An Assistant Secretary shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller Secretary when the Secretary is absent. E. The Treasurer shall have custody of all property of the Association, including funds, securities and such evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practices, and he shall perform all other duties as may incident to the office of Treasurer. F. The compensation of all employees of the Association shall be prescribed fixed by the Controller. Section 9directors. The officer designated provision that directors' fees shall be determined by members shall not preclude the Board of Directors to be in charge from employing a director as an employee of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit DivisionAssociation. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. The Chairman of Such Persons so designated by the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties be referred to as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company“Officers. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him ” Unless provided otherwise by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and resolution of the Board of Directors, the Officers shall have the titles, power, authority and shall at all times exercise general supervision over the interest, affairs and operations duties described below in this Article VIII. (b) The Officers of the Company and perform all duties incident to his office. Section 5. There may be include a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, however denominated by the Board of Directorsa Treasurer and a Secretary, who may at any time perform all the duties of the Chairman of and such other Officers as the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6may deem proper. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time All Officers elected by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and each have such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining as generally pertain to their respective offices, subject to the direction specific provisions of this Article VIII. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board of Directors or any committee thereof may from time to time elect, or the Chief Executive Officer or President, if any, may appoint, such other Officers and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board of Directors or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same Person. (c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until such Officer’s earlier death, resignation, disqualification or removal; provided, however, any Officer may be removed from office at any time by the affirmative vote of a majority of the Board of Directors or, except in the case of an Officer or agent elected by the Board of Directors, by the Chief Executive CommitteeOfficer or President, Chairman if any. Such removal shall be without prejudice to the contractual rights, if any, of the Board Person so removed. No elected Officer shall have any contractual rights against the Company for compensation by virtue of Directors or such election beyond the President and the officer in charge date of the department election of such Officer’s successor or division such Officer’s resignation, disqualification or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. Any Officer may resign at any time upon written notice to which they are assignedthe Secretary of the Company.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.other

Officers. 5.8.1 The Company shall have the following Officers: Chairman of the Management Committee, Vice Chairman of the Management Committee, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and such other officers as the Management Committee from time to time may appoint. 5.8.2 The Officers shall be appointed by the Management Committee, and shall serve at the sufferance of the Management Committee. Each Officer is subject to removal or replacement by the Managers at any time. Subject to the limitations of this Agreement with respect to actions required to be taken by the Management Committee or the Members, the Officers shall have the rights, powers, duties and responsibilities stated in Section 15.8.3 below, except as such rights, powers, duties and responsibilities may be limited or expanded by action of the Management Committee; and any other Officers shall have such rights, powers, duties and responsibilities as shall be granted by action of the Management Committee. Officers shall be considered to have a delegation of the Managers' powers, pursuant to Section 18-407 of the Delaware Act, to the extent of their authority to act as provided herein. Officers who are not Managers under this Agreement shall nevertheless be deemed "managers" for purposes of Section 18-303 of the Delaware Act, regarding limited liability, but shall not, by virtue of this sentence be a Manager under this Agreement or a "manager" under or within the meaning of the Act, except as specifically hereinabove provided. Any Officer of the Company may resign at any time by giving written notice to the Management Committee. The resignation of any Officer shall take effect upon receipt of notice thereof or at such later date specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5.8.3 The Officers shall have the following rights, powers, duties and responsibilities: (a) The Chairman of the Board of Directors shall Management Committee is authorized to preside at all meetings of the Board Members and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the CompanyManagement Committee. Section 2. (b) The Vice Chairman of the Board of Directors Management Committee shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors (in the absence of the Chairman of the Board Management Committee) preside at meetings of the President Members and of the Management Committee. (c) The Chief Executive Officer is authorized to be the chief executive officer of the Company; shall have (in the powers and duties absence of the Chairman of the Board. Section 4. The Management Committee and the Vice Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions Management Committee) preside at meetings of the Executive Committee Members and of the Board of Directors, Management Committee and shall at see that all times exercise general supervision over the interest, affairs orders and operations resolutions of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they Management Committee are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meetingcarried into effect. He shall have custody general and active management of all aspects of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions business of the Company. He shall have general supervision of the expenditures of the Company responsibility for all technological systems and shall report to the Board of Directors at each regular meeting of the condition related operations of the Company, including, but not limited to telecommunications business systems and Internet based business systems and implementation of any upgrades, new services, repairs or changes to the same. He shall have active management of all personnel of the Company, including but not limited to marketing, business development, business units and customer service. He may sign, with any other proper Officer, certificates for membership interests in the Company and any deeds, bonds, mortgages, contracts and other documents which the Management Committee has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Management Committee to some other Officer or agent of the Company. In addition, the Chief Executive Officer shall perform whatever duties and shall exercise whatever powers as may be prescribed from time to time by the Management Committee. (d) The Chief Financial Officer is authorized to be an executive officer of the Company. The Chief Financial Officer shall be responsible to the Management Committee and the Chief Executive Officer for all financial control and internal audit of the Company. He shall perform such other duties as may be assigned to him from time to time by the Board of Directors Management Committee or the Chief Executive Officer. (e) The Secretary is authorized to attend all meetings of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations Members and all meetings of the CompanyManagement Committee. The Secretary shall keep the minutes of the meetings of the Members and the Management Committee in appropriate books and record all votes. The Secretary shall give, including accountingor cause to be given, notice of all meetings of the Members and the Management Committee as required by law or the Agreement. The Secretary shall be custodian of the records and seal of the Company and when authorized by the Management Committee, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by the signature of the Secretary. The Secretary shall have general charge of the membership certificate books of the Company and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such other duties as may be prescribed by the Controller. Section 9Management Committee or the Chief Executive Officer, under whose supervision the Secretary shall be. The officer designated Secretary shall sign, with any other proper Officer, certificates for membership interests in the Company. The Secretary shall respond to all correspondence and present to the Management Committee at its meetings all official communications received by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors Secretary. The Secretary shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties incident to the office of Secretary of the Auditor Company. (f) The Treasurer is authorized to have the care and custody of and be responsible for all of the funds and securities of the Company and shall deposit such funds and securities in the name and to the credit of the Company in such banks and/or safe deposit companies as the Management Committee may designate. The Treasurer shall make, sign, and endorse in the name of the Company all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the Chief Executive Officer or the Management Committee. The Treasurer shall keep accurate books of account of all the business and transactions of the Company and shall exhibit at all reasonable times the books and accounts to any Manager or member of the Company upon application at the office of the Company during business hours. The Treasurer shall further do and perform all other duties incident to the office of Treasurer as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one Chief Executive Officer or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined Management Committee from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assignedtime. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman officers of the Board of Directors shall preside consist of a Chairperson, Vice-Chairperson and Recording Secretary, who shall be elected at all meetings the annual organization meeting of the Board and shall have such further authority and powers and shall perform such duties as of Directors. At each annual meeting, the Board of Directors may shall, by majority vote of all members, elect from time its membership a Chairperson, Vice-Chairperson, and Recording Secretary, each to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and serve until the President of the Company. Section 2. The Vice Chairman next annual meeting at which officers of the Board of Directors are to be elected pursuant hereto. The Finance Director or other chief fiscal officer of the Fiscal Agent, who shall be a non-voting ex-officio member of the Board of Directors unless such Finance Director or other chief fiscal officer is otherwise a Director, shall serve as the Treasurer of the Board of Directors and the Consortium. The Treasurer shall receive and disburse all funds, prepare all necessary fiscal reports for the Board of Directors and the Consortium, and undertake all other financial transactions necessary to the work of the Consortium in accordance with this Agreement and as otherwise authorized by the Board of Directors. The Chairperson (and in the Chairperson’s absence the Vice-Chairperson) shall preside at meetings of the Board of Directors. The Chairperson shall also carry out day-to-day administrative duties necessary to the work of the Consortium and as otherwise authorized by the Board of Directors, subject at all times to the authority of the Board in accordance with this Agreement. The Recording Secretary shall keep a record of the proceedings of the Board of Directors, including a journal of all minutes of all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3Directors. The President Recording Secretary shall have also be the powers officer responsible for keeping and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers certifying all official documents, resolutions and duties of the Chairman of the Board. Section 4. The Chairman actions of the Board of Directors or the President as designated by the Board of Directorsand shall, shall carry into effect all legal directions after any meeting, distribute a copy of the Executive Committee and minutes of that meeting to each member of the Board of Directors, and shall at all times exercise general supervision over . If for any reason the interest, affairs and operations offices of the Company Chairperson and perform all duties incident to his office. Section 5. There may be one or more Vice PresidentsVice-Chairperson are vacant, however denominated by the Board of Directors, who may at any time perform all the duties chief executive officer of the Chairman Fiscal Agent or his or her designee shall preside as temporary Chairperson until a Chairperson is elected. If for any reason the office of Recording Secretary is vacant, the Chairperson shall designate a member of the Board of Directors and/or the President and such other powers and duties to serve as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assignedtemporary Recording Secretary until a Recording Secretary is elected. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. The Chairman of Such Persons so designated by the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties be referred to as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company“Officers. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him ” Unless provided otherwise by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and resolution of the Board of Directors, the Officers shall have the titles, power, authority and shall at all times exercise general supervision over the interest, affairs and operations duties described below in this Article IX. (b) The Officers of the Company and perform all duties incident to his office. Section 5. There may shall be a a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, however denominated by the Board of Directorsand a Secretary, who may at any time perform all the duties of the Chairman of and such other Officers as the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6may deem proper. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time All Officers elected by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and each have such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining as generally pertain to their respective offices, subject to the direction specific provisions of this Article IX. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board of Directors or any committee thereof may from time to time elect, or Chief Executive Officer or President, if any, may appoint, such other Officers and such agents, as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board of Directors or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any number of offices may be held by the same person. (c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or until he or she shall resign, but any Officer may be removed from office at any time by the affirmative vote of a majority of the Board of Directors or, except in the case of an Officer or agent elected by the Board of Directors, by the Chief Executive CommitteeOfficer or President, Chairman if any. Such removal shall be without prejudice to the contractual rights, if any, of the Board person so removed. No elected Officer shall have any contractual rights against the Company for compensation by virtue of Directors or such election beyond the President and the officer in charge date of the department election of his or division to which they are assignedher successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

Officers. 6.4.1 The Board of Managers may appoint officers (the “Officer(s)”) to manage the day-to-day business affairs of the Company; provided, however, that, the appointment of any of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Product Officer shall require the approval of Members holding a Majority in Interest; and provided further that so long as Redbox retains a Percentage Interest equal to or greater than twenty five percent (25%), then Redbox shall have the right to appoint (subject to approval by the Board of Managers, such approval not to be unreasonably withheld, conditioned or delayed) the Chief Marketing Officer. The Chief Executive Officer may nominate other Officers, provided, however, that the Board of Managers approves such nomination prior to hiring and, provided further, that the appointment of the Chief Financial Officer, Chief Product Officer and Chief Marketing Officer shall be subject to the first sentence of this Section 6.4. 1. The Chairman Officers shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as Managers; provided, however, that the Board of Directors may from time Managers shall terminate any of (a) the Chief Executive Officer, Chief Financial Officer or Chief Product Officer as soon as practicable following a request to time confer and direct. He shall also exercise such powers and perform such duties do so by a Majority in Interest, or (b) Chief Marketing Officer as may from time soon as practicable following a request to time be agreed upon between himself and the President of the Companydo so by Redbox, so long as Redbox retains a Percentage Interest equal to or greater than twenty five percent (25%). Section 2. The Vice Chairman of 6.4.2 To the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him extent expressly delegated by the Board of Directors in Managers, the absence of the Chairman of the Board the President Officers shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directorsauthority to act on behalf of, and shall at all times exercise general supervision over the interest, affairs bind and operations of the Company execute and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same deliver documents in the minute books name and on behalf of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same Subject to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property limitations or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him qualifications specified from time to time by the Board of Directors Managers, and excluding any matters reserved to the Members or the Board of Managers herein, such Officers shall have such authority and responsibility in respect of the Executive Committee. Section 8Company as is generally attributable to the holders of such offices in corporations incorporated under the laws of Delaware. There In addition, the Board of Managers may be a Controller who shall exercise general supervision over the internal operations designate such other Persons to act as agents of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title ’s business as the Board of Directors Managers shall prescribedetermine in its sole discretion, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer actions of such other Persons taken in charge of such capacity and in accordance with this Agreement shall bind the department or division to which they are assignedCompany.

Officers. Section 1(a) The Officers of the Company, as such, will have limited authority, and will be subject to the provisions and limitations of this Article III and the Act. Officers must be natural persons and any number of Officer positions may be held by the same person. The Chairman Management Board shall fix the powers, duties, and compensation of all Officers if different from the powers and duties set forth in this Article III. (b) The Management Board may elect a Chairperson of the Board of Directors shall who, if elected, will preside at all meetings of the Member and of the Management Board and shall have such further authority and powers and shall will perform such other duties as may be prescribed by the Management Board of Directors may from time to time confer time. (c) The Company will have a President, who will have general active management of the business of the Company, and direct. He shall also exercise such powers in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, will preside at meetings of the Member and Management Board, will see that all orders and resolutions of the Management Board are carried into effect, will have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement, or the Management Board to some other Officer or agent of the Company, may maintain records of and certify proceedings of the Management Board and the Member, and will perform such other duties as may from time to time be agreed upon between himself and prescribed by the President of the Company. Section 2Management Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall Company also may have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by who will have authority to exercise the Board of Directors, who may at any time perform all the duties power of the Chairman of the Board of Directors and/or the President and in his absence. Any Vice President shall perform such other powers and duties as may from time to time may be assigned to them prescribed by the Board President or by the Management Board. (d) The Company will have a Treasurer, who, unless provided otherwise by the Management Board, will keep accurate financial records for the Company, will deposit all moneys, drafts, and checks in the name of Directors, and to the Executive Committee, the Chairman credit of the Company in such banks and depositories as the Management Board or will designate from time to time, will endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Management Board, making proper vouchers therefor, will disburse Company funds and issue checks and drafts in the name of the Company as ordered by the Management Board, will render to the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of DirectorsManagement Board, as well as the Committees thereofwhenever requested, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and will perform such other duties as may be assigned to him prescribed by the Management Board or the President from time to time by time. In the Board of Directors absence of the Executive Committee. Section 8. There may be a Controller who Treasurer or in the event of his or her death, inability or refusal to act, the Assistant Treasurer(s) shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller Treasurer, and when so acting shall have all powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurer(s) shall perform such other duties as may be prescribed by the ControllerTreasurer, by the President or by the Management Board. Section 9(e) The Company will have a Secretary, who will have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Member and the Management Board. The officer designated Secretary will keep the required records of the Company, when so directed by the Board of Directors person or persons authorized to call such meetings, will give or cause to be in charge given notice of meetings of the Audit Division Member and the Management Board, and will also perform such other duties and have such other powers as the Member, the Management Board or the President may prescribe from time to time. In the absence of the Company with such title as Secretary or in the Board event of Directors his or her death, inability or refusal to act, the Assistant Secretary shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretary shall perform such other duties as may be prescribed by the officer in charge of Secretary, by the Audit DivisionPresident or by the Management Board. Section 10. There may (f) An Officer, as such, will not be one obligated to devote his or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from her full time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers conduct of the Company shall affairs, but may devote only as much time as he or she deems necessary for the proper conduct thereof, and provided further, that nothing in this Agreement will be those usually pertaining deemed to their respective offices, subject restrict in any way the freedom of an Officer to conduct any other businesses or activities whatsoever without any accountability to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedCompany.

Officers. Section 1. (a) The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may designate one or more officers of the Company, including a Chairman, a Chief Executive Officer, a President (who may also be the Chief Executive Officer), a Treasurer and a Secretary and may include one or more Executive Vice Presidents one or more Vice Presidents and such other officers as maybe appointed from time to time confer by the Member (each, an “Officer”, and directtogether, the “Officers”). He All Officers as between themselves and the Company shall also exercise have such powers authority and perform such duties in the management of the Company as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not provided in this Article IV or as may be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated authorized by the Board of Directors. The Board of Directors may establish, shall carry into effect all legal directions increase, reduce or otherwise modify responsibilities of the Officers or may create or eliminate offices as may be considered appropriate. Any number of offices may be held by the same person. (b) Each Officer shall hold office until his or her successor shall have been chosen and qualified. (c) Any Officer may resign his or her office at any time by delivering a written resignation to the Chief Executive Committee Officer or the Board of Directors. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any Officer may be removed from office by the Board of Directors. Except to the extent expressly provided in a written agreement with the Company, no Officer resigning and no Officer removed shall have any right to any compensation for any period following his resignation or removal or, to the fullest extent permitted by law, any right to damages on account of such removal. (d) If any vacancy shall occur in any office, such vacancies or newly created offices may be filled by the Board of Directors. (e) The Chief Executive Officer shall have responsibility for the general management of the Company, subject to the control of the Board of Directors, and shall at also have and may exercise the powers and duties that are specified as applicable to the Chief Executive Officer in this Agreement and such other powers and duties as are assigned to the Chief Executive Officer by the Board of Directors. Without limiting the foregoing, the Chief Executive Officer shall otherwise have authority to make all times exercise general supervision over determinations concerning the interest, affairs retention or employment and operations the termination of all employees of the Company and the establishment of the terms and conditions of each such employee’s retention or employment, provided, however, the Chief Executive Officer shall not have such authority over the persons that are senior management of the Company without the prior approval of the Board of Directors. (f) The President and Chief Executive Officer shall be the chief operating officer and shall have general charge and supervision of the business of the Company and, in general, shall perform all duties incident to his officethe office of president of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or as may be provided by law. Section 5(g) The Vice President or Vice Presidents, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. There If there be more than one Vice President, the Board of Directors may be determine which one or more of the Vice Presidents, however denominated Presidents shall perform any of such duties; or if such determination is not made by the Board of Directors, who the President may at make such determination; otherwise any time perform all the duties of the Chairman Vice Presidents may perform any of the Board of Directors and/or the such duties. The Vice President and or Vice Presidents shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her or them by the Board of Directors or the President or as may be provided by law. (h) The Secretary shall have the duty to record the proceedings of the meetings of the Board of Directors, in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of this Agreement or as required by law, shall be custodian of the records of the Company, may affix the corporate seal to any document the execution of which, on behalf of the Company is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may from time to time, be assigned to him or her by the Board of Directors or the President or as may be provided by law. (i) The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited, in the name of the Company, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Member. If required by the Board of Directors, the Executive CommitteeTreasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Chairman Board of Directors may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Board or Company, shall render to the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereofwhenever requested, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books an account of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and perform such other duties as may may, from tune to time, be assigned to him from time to time or her by the Board of Directors or the President or as may be provided by law. (j) The other Officers, if any, of the Executive Committee. Section 8. There may be a Controller who Company shall exercise general supervision over have such powers and duties in the internal operations management of the Company, including accounting, and Company as shall render to be stated in a resolution of the Board of Directors at appropriate times a report relating which is not inconsistent with the provisions of this Agreement and, to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominatedextent not so stated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining generally pertain to their respective offices, subject to the direction control of the Board of Directors, the Executive Committee, Chairman . (k) The Officers of the Board of Directors or the President and the officer in charge Company as of the department or division to which they are assigneddate hereof shall be the persons set forth in Schedule 4.2.

Officers. Section 1A Board Chairman, and Vice-Chairman shall be elected from the membership of the Board, and shall hold office for a period of one year commencing on or about January 1 of each year, provided however, that the first Chairman and Vice-Chairman shall hold office from the date of their appointment to December 31 of the ensuing year, or until their successors take office, whichever is later. The Chairman Board shall appoint a Secretary upon recommendation of the Board Executive Director. The Secretary shall be responsible for keeping the minutes of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman and all other official records of the Regional Authority. The Board or the President and by the officer in charge shall appoint a Treasurer of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings Regional Authority, upon recommendation of the stockholders and Executive Director, from among the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books officers or employees of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstancesRegional Authority, all such notices who shall be in writing the depositary of funds and mailed well in advance of the scheduled date of any other meeting. He shall have custody of all money of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7Regional Authority, from whatever source. The Treasurer shall have general supervision over perform the duties specified in Government Code Section 6505.5, shall draw all assets warrants and liabilities pay demands against the Regional Authority approved by the Board. The Board may appoint legal counsel to the authority. The Regional Authority’s legal counsel shall work cooperatively, and at the direction of the CompanyExecutive Director. He However, legal counsel shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall ultimately report to the Board of Directors at each regular meeting and the Executive Committee. In addition, the Board shall have the power to appoint such additional officers, as it deems necessary. The public officer or officers or employees of the condition Regional Authority who have charge of any funds or securities of the CompanyRegional Authority shall be bonded and the Board shall designate the amount of their bond. All of the privileges and immunities from liability, exemptions from laws, ordinances and perform such rules, all pension, relief, disability, worker’s compensation and other benefits that apply to the activity of officers, agents or employees of any of the Members when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties as may be assigned to him from time to time under this Agreement. None of the officers, agents or employees appointed by the Board shall be deemed by reason of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated their employment by the Board of Directors to be in charge employed by any of the Audit Division Members or by reason of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time their employment by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may to be prescribed by the officer in charge subject to any of the department or division to whom they are assignedrequirements of such Members. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Company shall have a preside▇▇/▇▇▇▇▇ ▇▇▇▇utive officer, a secretary and a treasurer, and may have one or more vice presidents, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall Directors. The Company may also have such further authority and powers and shall perform such duties other officers as the Board of Directors may from time to time confer and direct. He deem necessary, all of whom shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of appointed by the Board of Directors or appointed by an officer or officers authorized by it. (i) The president shall have: (A) general charge and authority over the business of the Company, subject to the Board of Directors; (B) authority to preside at all meetings of the Board of Directors at which Directors; (C) authority acting alone, except as otherwise directed by the Chairman Board of Directors, to sign and deliver any document on behalf of the Company, Including without limitation, any deed or lease or mortgage conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and (D) such other powers and duties as the Board of Directors may assign. (ii) The vice president, or if there be more than one vice president, the vice presidents in the order of their seniority by designation (or if not designated, in the order of their seniority of election), shall not be present and perform the duties of the president/chief executive officer in his or her absence. The vice president shall have such further authority and other powers and shall perform such duties as the Board of Directors or the Chairman president/chief executive officer may assign to them. (iii) The secretary shall: (A) issue notices of all meetings for which notice is required to be given; (B) have responsibility for preparing minutes of the Board may from time to time confer directors and direct. Section 3. The President shall have the powers and duties pertaining to the office Members meetings for authenticating records of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence Company; (C) have charge of the Chairman of the Board the President shall Company's record books; and (D) have the such other duties and powers and duties of the Chairman of the Board. Section 4. The Chairman of as the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his officechairman may assign. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President (iv) The treasurer shall: (A) keep accurate and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books correct accounts of the Company. In addition to the other notice requirements of these By-Laws 's affairs and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall transactions; and (B) have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title powers as the Board of Directors or the chairman may assign. (v) Others officers and agents of the Company shall prescribe, shall report to have such authority and be directly responsible only to perform such duties in the management of the Company as the Board of Directors. There shall be an Auditor and there Directors or the president/chief executive officer may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Divisionassign to them. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. (vi) The powers and duties of all other initial officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the as follows: Stephen Short - President and the officer in charge of the department or division to which they are assigned.Chief Executive Officer ▇arla McElroy - Secretary & Treasurer Heat▇ ▇. ▇▇▇▇▇▇ - Vice President

Officers. Section 1. (a) The Chairman Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article 6. (b) The Management Board may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Members and of the Management Board and shall have such further authority and powers and shall perform such other duties as may be prescribed by the Management Board of Directors may from time to time confer time. (c) The Company may have a Chief Executive Officer, who shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall also exercise such powers preside at meetings of the members and Management Board, shall see that all orders and resolutions of the Management Board are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement, or the Management Board to some other Officer or agent of the Company, may maintain records of and certify proceedings of the Management Board and Members, and shall perform such other duties as may from time to time be agreed upon between himself and prescribed by the President Management Board. (d) The Company shall have a President, who shall be the chief operating officer of the Company. Section 2. The Vice Chairman , shall have authority to exercise the power of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present Chief Executive Officer in his absence, and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman Chairperson of the Board and the President Chief Executive Officer, or if both such offices are vacant, shall have the powers and duties preside at meetings of the Chairman of the Members and Management Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company shall have a Treasurer, who, unless provided otherwise by the Board Management Board, shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the name of Directors, who may at any time perform all and to the duties credit of the Chairman Company in such banks and depositories as the members or the Management Board shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the members or the Management Board, making proper vouchers therefore, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company as ordered by the members or the Management Board, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of DirectorsManagement Board, the Executive Committeewhenever requested, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the members or the Management Board or the President may be assigned to him prescribe from time to time by the Board time. (f) The Company shall have a Secretary, who shall have primary responsibility to maintain records of Directors actions of, and whenever necessary, certify all proceedings of the Executive Committee. Section 8Members. There may be a Controller who The Secretary shall exercise general supervision over keep the internal operations required records of the Company, including accountingwhen so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Members, and shall render perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) A Officer, as such, shall not be obligated to devote his or her full time to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division conduct of the Company with such title affairs, but shall devote only as much time as he or she deems necessary for the Board proper conduct thereof, and provided further, that nothing in this Agreement shall be deemed to restrict in any way the freedom of Directors shall prescribe, shall report a Officer to and be directly responsible only conduct any other businesses or activities whatsoever without any accountability to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit DivisionCompany. (h) The Company may have additional Officers as provided in Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned6.6. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman day-to-day management of the Board of Directors Company shall preside at all meetings be vested in the officers of the Company under the supervision of the Board. (a) The Board may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and shall have the Board may delegate to any such further Persons such authority and powers and shall perform such duties to act on behalf of the Company as the Board of Directors may from time to time confer deem appropriate. (b) The initial acting president and directchief executive officer of the Company (the “President and Chief Executive Officer”), will be K▇▇▇▇ ▇▇▇▇▇▇▇, subject to the terms of any employment agreement between the Company and K▇▇▇▇ ▇▇▇▇▇▇▇ in effect as of the Original Effective Date (as it may be amended in accordance with the terms of this Agreement). (c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and will see that all orders and resolutions of the Board are carried into effect. He shall also The President and Chief Executive Officer will report to the Board and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the General Corporation Law of the State of Delaware, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Board or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by Board to some other officer or agent of the Company. (d) Except as set forth herein, the Board may appoint officers at any time, and the officers may include one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, and any other officers that the Board deems appropriate. Except as set forth herein, the officers will serve at the pleasure of the Board, subject to all rights, if any, of such officer under any contract of employment. Any individual may hold any number of offices, and an officer may, but need not, be a Member of the Company. The officers will exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties specified in this Agreement or as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board Board. (e) Subject to this Agreement and to the rights, if any, of Directorsan officer under a contract of employment, any officer may be removed, either with or without cause, by the Board, other than those officers whose appointment or removal is specifically required to be approved by the Board, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed removed, either with or without cause, only by the Board. Any officer in charge may resign at any time by giving written notice to the Board. Any resignation will take effect at the date of the department receipt of that notice or division at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation will not be necessary to whom they are assigned. Section 11make it effective. The powers and duties of all other officers Any resignation is without prejudice to the rights, if any, of the Company shall be those usually pertaining under any contract to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and which the officer is a party. A vacancy in charge any office because of death, resignation, removal, disqualification or any other cause will be filled in the department or division manner prescribed in this Agreement for regular appointments to which they are assignedthat office.

Officers. Section 1. The Chairman officers of the Board corporation shall be chosen by the board of Directors directors and shall preside at all meetings be a chairman, a co-chairman, a president, a chief executive officer, a chief operating officer, a secretary and a treasurer. The board of directors may also choose one (1) or more vice presidents and one (1) or more assistant secretaries and assistant treasurers. Any number of the Board aforesaid offices may be held by the same person. Section 2. The board of directors, immediately after each annual meeting of shareholders, shall elect a chief executive officer, a co-chairman and a chief operating officer, each of whom may, but need not be a director, and the board shall also annually choose a secretary and a treasurer who need not be members of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may shall be determined from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him tune by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Boardboard. Section 4. The Chairman salaries of all officers of the Board of Directors or the President as designated corporation shall be fixed by the Board board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his officedirectors. Section 5. There The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be one or more Vice Presidents, however denominated by the Board of Directors, who may removed at any time perform all by the duties affirmative vote of a majority of the Chairman board of directors. Any vacancy occurring in any office of the Board of Directors and/or the President and such other powers and duties as may from time to time corporation shall be assigned to them filled by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assignedboard directors. Section 6. The Secretary Chairman shall attend to chair all of the giving of notice of meetings of the stockholders board of directors and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all shall perform such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and executive functions as may be practicable under delegated to him by the circumstances, all such notices shall be in writing and mailed well in advance board of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the samedirectors. Section 7. The Treasurer co-chairman shall have general supervision over all assets such power and liabilities authority as the chairman, chief executive officer and/or board of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as directors may be assigned to him from time to time prescribe and as shall be reasonably consented to by the Board of Directors of the Executive Committeeco-chairman. Section 8. There may The chief executive officer shall be a Controller who the chief executive officer of corporation and shall exercise general supervision have full power and authority over the internal operations business and affairs of corporation. The chief executive officer is authorized to execute contracts, notes, deeds of trust and other documents on behalf of corporation, which authority he may delegate to other officers in his sole discretion. In the absence of the CompanyChairman, including accounting, and the chief executive officer shall render to chair the Board of Directors at appropriate times a report relating to the general condition and internal operations meetings of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties board of the Controller and such duties as may be prescribed by the Controllerdirectors. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with president shall have such title power and authority as the Board chief executive officer and/or board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there directors may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time prescribe and as shall be reasonably consented to by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assignedpresident. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors Corporation's officers shall preside at all meetings of be chosen by the Board and shall have such further authority and powers and shall perform such duties as consist of a Chairman (if the Board both deems it advisable that the Chairman shall be an officer of Directors may the Corporation and selects one), a President, one or more Executive Vice Presidents and Vice Presidents (if and to the extent required by law or if not required, if the Board from time to time confer appoints a Vice President or Vice Presidents), a Secretary and directa Treasurer. He The Board also may choose one or more Assistant Secretaries and/or Assistant Treasurers and such other officers and/or agents as the Board from time to time deems necessary or appropriate. The Board may delegate to the Chairman and/or the President of the Corporation the authority to appoint any officer or agent of the Corporation and to fill a vacancy other than the Chairman, President, Secretary or Treasurer. The election or appointment of any officer of the Corporation in itself shall also not create contract rights for any such officer. All officers of the Corporation shall exercise such powers and perform such duties as may from time to time shall be agreed upon between himself and determined by the President of the CompanyBoard. Section 2. The Vice Chairman Each officer of the Board Corporation shall hold office at the Board's pleasure, and any officer may be removed, with or without cause, at any time by the affirmative vote of Directors shall preside at all meetings a majority of the Board of Directors at which directors then in office, provided that any officer appointed by the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the President pursuant to authority delegated to the Chairman of or the President by the Board may from be removed, with or without cause, at any time whenever the Chairman or the President in his absolute discretion shall consider that the Corporation's best interests shall be served by such removal. Removal of an officer by the Board, the Chairman or the President, as the case may be, shall not prejudice the contract rights, if any, of the person so removed. Vacancies (however caused) in any office may be filled for the unexpired portion of the term b% the Board (or by the Chairman or the President in the case of a vacancy occurring in an office to time confer and directwhich the Chair-man or the President has been delegated the authority to make appointments). Section 3. The President shall have the powers and duties pertaining to the office salaries of all officers of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices Corporation shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him fixed from time to time by the Board of Directors Board, and no officer shall be prevented from receiving a salary by reason of the Executive Committeefact that he also receives from the Corporation compensation in any other capacity. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Officers of the Board of Directors Company shall preside at all meetings have the power and authority to manage the day to day operations of the Board Company and shall have such further authority make all decisions with respect to the operations and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President affairs of the Company. Section 2. The Vice Chairman of , except for the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as matters the Board of Directors or any subcommittee thereof specifically reserves for themselves and for matters reserved to the Chairman of the Board may from time to time confer and directStockholders set forth on Exhibit A attached hereto. Section 3. (b) The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the appoint a chief executive officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject (the "Chief Executive Officer") as soon as practical after the execution of this Agreement by TeleHub and Newbridge. Subject to the direction supervision and authority of the Board of Directors, the Chief Executive CommitteeOfficer (i) shall be the chief executive officer of the Company, Chairman (ii) shall have responsibility and authority for management of the day-to-day operations of the Company, and (iii) may execute agreements and contracts on behalf of the Company. (c) The Board of Directors shall appoint a chief operating officer of the Company (the "Chief Operating Officer"). The Chief Operating Officer shall have such duties and responsibilities as delegated to him by the Chief Executive Officer. The Board of Directors shall appoint John Strand as the Chief Operating Officer of the Company to serve ▇▇▇ ▇ ▇▇▇▇ beginning on the date hereof and ending on the earlier to occur of eighteen (18) months after such date and his death, resignation, retirement or removal. (d) The Board of Directors shall appoint a chief financial officer of the Company (the "Chief Financial Officer"). The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall render to the Chief Executive Officer and the Board of Directors, when the Board of Directors or the President so requires, an account of all transactions and the officer in charge of the department financial condition of the Company. The Board of Directors shall appoint John Lawson as the Chief Financial Officer to serve for a term beg▇▇▇▇▇▇ ▇▇ the date hereof and ending on the earlier to occur of the first anniversary of such date and his death, resignation, retirement or division to which they are assignedremoval.

Officers. Section 1. The Board of Directors, as soon as may be after each annual meeting of the stockholders, shall elect officers of the corporation, including a Chairman of the Board or President and a Secretary. The Board of Directors may also from time to time elect such other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two or more offices may be held by the same person. Section 2. All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors. Section 3. Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-laws shall have the powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President President, as designated determined by the Board of Directors, shall carry into effect all legal directions be the Chief Executive Officer and shall have the general direction of the Executive Committee and affairs of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his officecorporation. Section 54. There may be one Unless otherwise provided in these By-Laws, in the absence or more Vice Presidents, however denominated by the Board disability of Directors, who may at any time perform all the duties officer of the Chairman of corporation, the Board of Directors and/or the President and may, during such other period, delegate such officer's powers and duties as may from time to time be assigned any other officer or to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders any director and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division person to whom they are assigned. Section 11. The such powers and duties of all other officers of are delegated shall, for the Company shall be those usually pertaining to their respective officestime being, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedhold such office.

Officers. Section 1. (a) The Chairman of Company shall have such individuals as officers (“Officers”) as may be elected by the Board of Directors shall preside at all meetings Directors. The Officers of the Board and shall have Company may consist of a Chief Executive Officer, Chief Financial Officer, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, one or more Assistant Secretaries, or such further authority and powers and shall perform such duties other Officers as may be appointed by the Board of Directors Directors. One person may from time to time confer and direct. He shall also exercise such powers hold, and perform the duties of, any two or more of such duties as may from time to time offices. Compensation of Officers shall be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as fixed by the Board of Directors or the Chairman of the Board may executive compensation committee (if any) from time to time. Any Officer may be removed, with or without cause, at any time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors. In its discretion, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties may choose not to fill any office for any period as it may from time to time deem advisable. No Officer need be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board a Member or the President and by the officer in charge of the department or division to which they are assigneda Director. Section 6. The Secretary (b) Each Officer shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, be a “manager” (as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same term is defined in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables Act) of the Company and for but, notwithstanding the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He foregoing, no Officer shall have general supervision of any rights or powers beyond the expenditures rights and powers granted to such Officers in this Agreement. The Chief Executive Officer, Chief Financial Officer, Vice Presidents and Secretary shall have the following duties and responsibilities: (i) Chief Executive Officer. The chief executive officer of the Company and (the “Chief Executive Officer”) shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined her from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge including presiding at meetings of the department or division to whom they are assigned. Section 11Members. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject Subject to the direction of the Board of Directors, he or she shall perform all duties incident to the office of a chief executive officer in a corporation organized under the Delaware General Corporation Law. The Chief Executive Committee, Chairman Officer shall see that all resolutions and orders of the Board of Directors are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the Chief Financial Officer or the a Vice President and the officer in charge other Officers such of his or her powers and such of his or her duties as the department or division Board of Directors may deem to which they are assignedbe advisable.

Officers. Section 1(a) The officers of the Company shall be a Chairman of the Board, a President, a Secretary, a Chief Financial Officer or Treasurer, one or more Vice Presidents and such other officers, agents and employees as the Board of Directors may deem proper. Any two or more offices may be held by the same person, except the offices of President and Secretary. (b) The officers of the Company shall be elected by the Board of Directors. Each officer shall hold office until a successor shall have been elected and qualified or until such officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. (c) Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term thereof at any meeting of the Board (d) The Chairman of the Board of Directors shall preside at all meetings of the Board Limited Partners and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board and shall perform all duties incidental to such person’s office which may be required by law and all such other duties as are properly required of him by the Board. He shall make reports to the Board and the Member as directed by the Board. The Directors at which also may elect a Vice-Chairman to act in the place of the Chairman upon his or her absence or inability to act. (e) The President shall act as the Chief Executive Officer of the Company and shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs and shall see that all orders and resolutions of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3any committee thereof are carried into effect. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors President, if he is also a director, shall, in the absence of the Chairman or because of the Board the President shall have the powers and duties inability to act of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board and preside at all meetings of Directors and/or the Limited Partners and meetings of the Board. (f) The Board of Directors, in its discretion, may elect one or more vice presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and the vice president, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each vice president shall perform such other powers and duties as may from time to time may be assigned by the Chief Executive Officer or the Board of Directors. (g) The Secretary shall: (a) keep records of Company action, including the records of action taken by the Member and minutes of meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; and (c) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Chief Executive Officer or the Board of Directors. (h) The Board of Directors, in its discretion, may elect one or more assistant secretaries. The assistant secretaries in general shall perform such duties as shall be assigned to them by the Board of DirectorsChief Executive Officer, the Executive Committee, the Chairman of the Board Secretary or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1The Company shall have a Chief Executive Officer, President, a Secretary and a Treasurer, each of whom shall be appointed by the Board of Directors. The Chairman of Such other officers and assistant officers and agents as may be deemed necessary or desirable may be appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The Chief Executive Officer shall preside at be the chief operating officer of the Company and shall have general and active management of the business and affairs of the Company subject to the direction of the Board. The Chief Executive Officer shall see to it that all orders and resolutions of the Board are carried into effect. The Founder shall be the initial Chief Executive Officer and may only be replaced by a Supermajority vote of the Members Interest. The President and Vice Presidents, if any, shall have such powers and perform such duties as the Board shall from time to time designate. In the absence or disability of the Chief Executive Officer, a President or Vice President specifically designated by the vote of the Board shall have the powers and shall exercise the duties so delegated. The Secretary shall have custody of and shall maintain all of the company records (except the financial records), shall record the minutes of all meetings of the Board, shall authenticate records of the Company, shall send all notices of meetings and shall perform such other duties as are prescribed by the Chairman. The Treasurer shall have custody of all Company funds, securities and financial records, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render an account of all his or her transactions as treasurer and of the financial condition of the Company at regular meetings of the Board or when the Chairman so requests. The Treasurer shall also perform such other duties as are prescribed by the Chief Executive Officer. Each Assistant Secretary and Assistant Treasurer, if any, shall be appointed by the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assignedBoard. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1(a) The Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article III. All Officers named in this Agreement or elected or appointed pursuant to this Article III shall be responsible to, and subject to the authority and direction of, the Board of Managers in connection with matters over which the Board of Managers has authority. (b) The Chairman Board of Managers may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Members and of the Board and shall have such further authority and powers of Managers and shall perform such other duties as may be prescribed by the Board of Directors may Managers from time to time confer time. (c) The Company may elect a Chief Executive Officer, who, if elected, shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board of Managers or if the office of Chairperson of the Board of Managers is vacant, shall also exercise such powers preside at meetings of the members and Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person, is expressly delegated by this Agreement or the Board of Managers to some other Officer or agent of the Company or as may generally be delegated in the ordinary course of business, may maintain records of and certify proceedings of the Board of Managers and Members, and shall perform such other duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him prescribed by the Board of Directors Managers. (d) The Company may have a President, who shall be the chief operating officer of the Company, shall have authority to exercise the power of the Chief Executive Officer in his absence, and in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman Chairperson of the Board of Directors Managers and the Chief Executive Officer, or if both such offices are vacant, shall preside at meetings of the President as designated by the Members and Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Managers. The Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company may have a Treasurer, who, unless provided otherwise by the Board of DirectorsManagers, who may at any time perform shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the duties name of and to the credit of the Chairman Company, shall endorse for deposit all notes, checks, and drafts received by the Company, making proper vouchers therefor, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of DirectorsManagers, as well as the Committees thereofwhenever requested, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the Board of Managers or the President may be assigned to him prescribe from time to time. (f) The Company may have a Secretary, who shall have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Members. The Secretary shall keep the required records of the Company, when so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Members, and shall perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) The Company may have additional Officers as determined by the Board of Directors of the Executive CommitteeManagers. Section 8. There may (h) No Officer need be a Controller who shall exercise general supervision over the internal operations of the CompanyManager, including accountinga Member, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one Delaware resident or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controllera United States Citizen. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1(a) The Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article III. All Officers named in this Agreement or elected or appointed pursuant to this Article III shall be responsible to, and subject to the authority and direction of, the Board of Managers in connection with matters over which the Board of Managers has authority. (b) The Chairman Board of Managers may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Members and of the Board and shall have such further authority and powers of Managers and shall perform such other duties as may be prescribed by the Board of Directors may Managers from time to time confer time. (c) The Company may elect a Chief Executive Officer, who, if elected, shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board of Managers or if the office of Chairperson of the Board of Managers is vacant, shall also exercise such powers preside at meetings of the members and Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person, is expressly delegated by this Agreement or the Board of Managers to some other Officer or agent of the Company or as may generally be delegated in the ordinary course of business, may maintain records of and certify proceedings of the Board of Managers and Members, and shall perform such other duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him prescribed by the Board of Directors Managers. (d) The Company may have a President, who shall be the chief operating officer of the Company, shall have authority to exercise the power of the Chief Executive Officer in his absence, and in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman Chairperson of the Board of Directors Managers and the Chief Executive Officer, or if both such offices are vacant, shall preside at meetings of the President as designated by the Members and Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Managers. The Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company may have a Treasurer, who, unless provided otherwise by the Board of DirectorsManagers, who may at any time perform shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the duties name of and to the credit of the Chairman Company, shall endorse for deposit all notes, checks, and drafts received by the Company, making proper vouchers therefor, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of DirectorsManagers, as well as the Committees thereofwhenever requested, to the keeping of accurate minutes an account of all such meetings Officer’s transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the Board of Managers or the President may be assigned to him prescribe from time to time. (f) The Company may have a Secretary, who shall have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Members. The Secretary shall keep the required records of the Company, when so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Members, and shall perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) The Company may have additional Officers as determined by the Board of Directors of the Executive CommitteeManagers. Section 8. There may (h) No Officer need be a Controller who shall exercise general supervision over the internal operations of the CompanyManager, including accountinga Member, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one Delaware resident or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controllera United States Citizen. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. (i) Subject to Section 1. The 5.1(b), the Company shall have a Chairman of the Board of Directors shall preside at all meetings of the Board Board, a Chief Executive Officer (subject to Section 5.1(h)(iii)) and shall have such further authority and powers and shall perform such duties other officers as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer elect or appoint for the Company to perform various and directdesignated tasks and/or functions as the Board deems appropriate. The officers shall have such powers and authority as the Board may determine, subject in any case to the provisions of Section 5.1(b), and provided also that the launch of any new lines of Products shall always require the previous approval of the Board. Section 3(ii) The Chairman of the Board shall be one (1) of the six (6) members of the Board and shall hold such office for a period of one (1) year. The President Interestholders shall have alternate in appointing the powers and duties pertaining to the office Chairman of the President conferred Board, with Tigre (or imposed upon him any successor to its Interests in a Disposition permitted by statute or assigned to him by the Board of Directors in the absence of this Agreement) appointing the Chairman of the Board in even-numbered Fiscal Years, with the President first term of the Tigre-appointed Chairman of the Board commencing on the Effective Date through the end of Fiscal Year 2010, and ADS (or any successor to its Interests in a transfer permitted by this Agreement) appointing the Chairman of the Board in odd-numbered Fiscal Years beginning with Fiscal Year 2011. The Chairman of the Board shall have no power to break a tie vote among the Board. (iii) The Company shall initially not have a Chief Executive Officer. As the business of the Company develops, the Board will evaluate the transition to one (1) full-time, dedicated Chief Executive Officer who shall be appointed by the Board but shall not be a member of the Board. (iv) Any number of offices of the Company may be held by the same person. Subject to the provisions of this Agreement and the express directions of the Board, each officer of the Company shall perform all duties and have any powers which are commonly incident to the office to which such officer has been appointed or which are delegated to such officer by the Board. (v) Subject to this Article V and duties the authority of the Board, the business and affairs and property of the Company shall be managed on a day-to-day basis by the Chief Executive Officer in a manner consistent with the Budget. The Chief Executive Officer shall report and be responsible to the Board for the activities and operations of the Company. (vi) Each officer, with the exception of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, hold office until a successor shall have been duly elected or appointed in accordance with this Agreement and shall at all times exercise general supervision over the interesthave qualified or until such officer’s earlier death, affairs and operations of the Company and perform all duties incident to his office. Section 5resignation or removal. There Any officer may be one or more Vice Presidents, however denominated by the Board of Directors, who may resign at any time perform all by giving written notice to the duties Board, and any such resignation shall take effect at the date of the Chairman receipt of the Board of Directors and/or the President and such other powers and duties as notice. Subject to Section 5.1(b), any officer may from time to time also be assigned to them removed at any time, with or without cause, by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assignedBoard. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The officers of the Association shall be a Chairman of the Board of Directors, who shall serve as Chief Executive Officer, and a President, who shall serve as Chief Administrative Officer, both of whom shall be directors; one or more Vice Presidents, one of whom may be designated as Executive Vice Presidents, one or more of whom may be designated as Senior Vice Presidents; and one or more of whom may be designated as Group Vice Presidents; one or more Assistant Vice Presidents; a Cashier; a Secretary; a Comptroller; one or more Executive Vice Presidents and Trust Officers, Senior Vice Presidents and Trust Officers, Vice Presidents and Trust Officers and Assistant Vice Presidents and Assistant Trust Officers; and such other officers as may, from time to time, be appointed, or elected, by the Board of Directors to perform such duties as may be designated by the Board of Directors of the Association. The same person may be elected to more than one of such offices, provided that no person may be President and Cashier at the same time. If the office of the Chairman of the Board of Directors becomes vacant, the powers and duties herein vested in and imposed upon the holder of that office shall be vested in and discharged by the President, and the number of persons constituting the Executive Committee of the Board of Directors shall be correspondingly decreased while any such vacancy continues. Section 2. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and or, in his absence, the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which and, in case of absence or inability to act of the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as of the President, the Board of Directors shall appoint one of their members to preside during such absence or inability. The Chairman of the Board, or in his absence, the President shall preside at all meetings of the Executive Committee of the Board of Directors, and, in case of absence or inability to act of the Chairman of the Board and the President, the Executive Committee shall elect one of its members to preside during such absence or inability. The Chairman of the Board shall exercise general supervision of the business and affairs of the Association, and, without limiting the foregoing, shall act as the Chief Executive Officer of the Association. In the absence of the Chairman of the Board, the powers and duties hereby vested in and imposed upon such person shall be exercised by the President. In the absence of both the Chairman of the Board and the President, those powers and duties shall be exercised by such officer of the Association as may from time have been designated for that purpose by the Chairman of the Board or the President, as the case may be. If none has been so designated by either thereof, the Board of Directors shall designate an officer of the Association to time confer and directact in such capacity. Section 3. The President shall have general executive and administrative powers with respect to the business and affairs of the Association and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of the President. The President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President also shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times may exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other further powers and duties as may from time to time be assigned or conferred upon him by the Board of Directors of the Association. Section 4. The Vice Presidents of the Association shall perform such duties and possess such powers as may be directed and delegated by the Board of Directors; the Executive Vice President(s) shall rank in priority over all other Vice Presidents; and the Senior Vice President(s) and Group Vice President(s) shall rank below any Executive Vice President but shall rank in priority and in presiding over all other Vice Presidents. Section 5. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the Board of Directors in a book to them be kept for that purpose, which will be housed in the office of the Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall have the custody of the corporate seal of the Association and he or she, or in the Secretary's absence the Cashier or an Assistant Secretary, or any other officer of the Association designated by the Board of Directors, shall have authority to affix the Executive Committeesame to any instrument requiring it. When so affixed, it may be attested by his or her signature or by the signature of the Cashier. The Board of Directors may give general authority to any other officer to affix the seal of the Association and to attest the affixing by his signature. Section 6. The Cashier shall have the custody of such property and assets of the Association as may be entrusted to him or her by the Board of Directors. In the absence, removal or other disability of the Cashier, the Chairman of the Board or the President and shall designate an officer for that purpose who shall perform his or her duties until action by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the sameDirectors or Executive Committee. Section 7. The Treasurer Chairman of the Board, the President, any Executive Vice President, any Senior Vice President, any Group Vice President or any Vice President shall have general supervision over all assets the power and liabilities authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company. He Association, except where required or permitted by law to be otherwise signed by executed and except where the signing and the execution thereof shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time expressly delegated by the Board of Directors to some other officer or agent of the Executive CommitteeAssociation. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the CompanyThe Executive Vice President and Trust Officer, including accounting, each Senior Vice President and shall render to the Board of Directors at appropriate times a report relating to the general condition Trust Officer and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The any other officer designated by the Board of Directors are hereby authorized to make, execute and acknowledge all bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or substitution, proxies to vote stock, or any other instrument in writing that may be necessary in charge the purchase, sale, mortgage, lease, assignment, transfer, management or handling, in any way, of any property of any description held or controlled by the Audit Division of the Company with Association in its corporate or in any fiduciary capacity; and shall have such title other duties and powers as the Board of Directors shall prescribe, shall report to and be directly responsible only to designated by the Board of Directors. There The Executive Vice President and Trust Officer shall be an Auditor exercise general supervision and there may be one or more Audit Officers, however denominated, who may perform all management over the duties affairs of the Auditor Trust and such duties Financial Services Division of the Association. The officers named above shall exercise the authority granted above in compliance with various policies and procedures as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time approved by the Board of Directors, who Directors or the Trust Policy Committee from time to time. Section 9. The other officers of the Association shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge Board of Directors, the Chairman of the department Board or division the President. Section 10. Any office described in Sections 1 through 6 of the Article Three of the Amended and Restated By-laws may, by appropriate resolution adopted by the Board of Directors of the Association, be established in respect of any city or other geographical area in which the Association transacts business and the Board of Directors of the Association may elect persons to whom they are assignedfill any such office created thereby in Section 1 through 6 of Article Three hereof. In such event, the duties and responsibilities assigned to each officer of the Association also shall constitute the duties and responsibilities of the person serving in a comparable office with respect to any such city or other geographical area, and such persons shall be deemed officers of the Association, except that, in the latter case, such duties and responsibilities shall be limited to the operations of the Association in the city or other geographical area with respect to which such person has been so designated, and provided that there shall be only one Cashier of the Association. Any person designated by the Board of Directors to serve as an officer with respect to any city or other geographical area shall be given such title as the Board of Directors may determine; provided, however, that such titles shall distinguish such persons from those persons holding comparable positions with the Association. Section 11. The powers and duties of all other officers of this Association shall receive such compensation as may be fixed by the Company shall be those usually pertaining to their respective officesBoard of Directors or, subject to if the direction Board of Directors directs, and following advice or consultation with such persons as the Board of Directors deems appropriate, the Human Resources Committee. Section 12. The Chairman of the Board may suspend any officer of the Association except the President until the next regular or called meeting of the Board of Directors, any officer of the Executive Committee, Chairman Association may be removed by a majority of the Board of Directors at any regular or the President and the officer in charge called meeting of the department Board of Directors. Section 13. Bonds shall be required of the officers, tellers and other employees in such amounts as may be designated by the Board of Directors. Section 14. The officers shall hold office from the time of their respective elections until the first meeting of the Board of Directors following the next annual meeting of the shareholders or division to which they are assigneduntil their successors shall be elected and qualify; provided, however, that the Board of Directors may remove, with or without cause, any officer of the Association at any time.

Officers. Section 1(a) The Board of Managers may, from time to time, appoint a Chairman of the Board of Managers, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer, a Treasurer and a Controller of the Company and may appoint or employ such other officers, agents or employees as the Board of Managers may from time to time deem necessary or desirable. Each officer shall have such authority and perform such duties, in addition to those specified in this Agreement, as may be prescribed by the Board of Managers from time to time (including, if and to the extent so prescribed, the authority to bind, or otherwise to act on behalf of, the Company). Any person may hold at one time two or more offices. (b) The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors Managers, when present, shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4Managers. The Chairman of the Board of Directors or Managers shall perform other duties commonly incident to the President office and shall also perform such other duties and have such other powers as designated by the Board of DirectorsManagers shall designate from time to time. If there is no President, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of then the Chairman of the Board of Directors and/or Managers shall also serve as the President Chief Executive Officer of the corporation and such other shall have the powers and duties as may from time to time be assigned to them by prescribed in paragraph (c) of this Section 9. (c) The President shall preside at all meetings of the Board of DirectorsManagers, the Executive Committee, unless the Chairman of the Board or the President of Managers has been appointed and by the is present. Unless some other officer in charge has been elected Chief Executive Officer of the department or division to which they are assigned. Section 6. The Secretary shall attend Company and shall, subject to the giving control of notice of meetings of the stockholders and the Board of DirectorsManagers, as well as have general supervision, direction and control of the Committees thereof, to the keeping of accurate minutes of all such meetings business and to recording the same in the minute books officers of the Company. In addition The President shall perform other duties commonly incident to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal office and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and also perform such other duties and have such other powers as the Board of Managers shall designate from time to time. (d) Each of the Vice Presidents shall have, subject to the control of the President and to the paramount control of the Board of Managers, such authority and perform such duties as may be assigned to him prescribed from time to time by the Board of Directors of Managers or the Executive Committee. Section 8President. There Each Vice President may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, assume and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller President in the absence or disability of the President or whenever the office of President is vacant. Each Vice President shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as may be prescribed by the ControllerBoard of Managers or the President shall designate from time to time. Section 9. (e) The officer designated Chief Financial Officer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors Managers or the President. The Chief Financial Officer, subject to be in charge the order of the Audit Division Board of Managers, shall have the custody of all funds and securities of the Company with Company. The Chief Financial Officer shall perform other duties commonly incident to the office and shall also perform such title other duties and have such other powers as the Board of Directors Managers or the President shall prescribedesignate from time to time. The President may direct the Treasurer or any Assistant Treasurer, shall report or the Controller or any Assistant Controller to assume and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by Chief Financial Officer in the officer in charge absence or disability of the Audit Division. Section 10. There may be one Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board of Managers or more officers, subordinate in rank to all Vice Presidents with such functional titles as the President shall be determined designate from time to time by time. (f) The Secretary, subject to the control of the Board of DirectorsManagers, who shall ex officio hold keep or cause to be kept the minutes of the meetings of the Members and the Board of Managers and shall give notice of such meetings. The Secretary shall give notice in conformity with this Agreement of all meetings of the members and of all meetings of the Board of Managers and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in this Agreement and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Managers shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of this Company the Secretary in the absence or disability of the Secretary, and who may each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as may be prescribed by the officer in charge Board of Managers or the department or division President shall designate from time to whom they are assignedtime. Section 11. The powers and duties of all other (g) All officers of the Company shall be those usually pertaining considered to be “managers” of the Company within the meaning of the Act, provided that their respective officesauthority as such shall only be as described in this Section 9, subject to and the direction actions of the officers taken in accordance with such authority shall bind the Company. (h) All officers, agents and employees of the Company may be removed at any time, without cause, by the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedManagers.

Officers. Section 1. The Chairman Board shall elect officers of the Corporation, including a Chief Executive Officer, a President and a Secretary. The Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may also from time to time confer elect such other officers as it may deem proper or may delegate to any elected officer of the Corporation the power to appoint and directremove any such other officers and to prescribe their respective terms of office, authorities and duties. He shall Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board or the Chief Executive Officer may determine. Any two or more offices may be held by the same person. The Board may also exercise elect or appoint a Chairman of the Board, who may or may not also be an officer of the Corporation. The Board may elect or appoint co-Chairmen of the Board, co-Presidents or co-Chief Executive Officers and, in such powers and perform such duties as may from time case, references in these By-Laws to time be agreed upon between himself and the Chairman of the Board, the President or the Chief Executive Officer shall refer to either such co-Chairman of the CompanyBoard, co-President or co-Chief Executive Officer, as the case may be. Section 2. The Vice Chairman All officers of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of Corporation elected by the Board shall not hold office for such terms as may be present determined by the Board or, except with respect to his or her own office, the Chief Executive Officer, or until their respective successors are chosen and qualified or until his or her earlier resignation or removal. Any officer may be removed from office at any time either with or without cause by the Board, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have such further authority and powers and shall perform such duties as been conferred by the Board of Directors or the Chairman of the Board may from time to time confer and directBoard. Section 3. The President Each of the officers of the Corporation elected by the Board or appointed by an officer in accordance with these By-Laws shall have the powers and duties pertaining to the office of the President conferred prescribed by law, by these By-Laws or imposed upon him by statute or assigned to him by the Board of Directors and, in the absence case of the Chairman of the Board the President shall have appointed officers, the powers and duties of prescribed by the Chairman of appointing officer, and, unless otherwise prescribed by these By-Laws or by the BoardBoard or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. Section 4. The Chairman Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the Board of Directors or the President as designated by the Board of DirectorsCorporation, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of DirectorsChief Executive Officer may, as well as the Committees thereofduring such period, to the keeping of accurate minutes of all delegate such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The officer’s powers and duties of all to any other officers of the Company shall be those usually pertaining officer or to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President any director and the officer in charge of person to whom such powers and duties are delegated shall, for the department or division to which they are assignedtime being, hold such office.

Officers. Section 1. (a) The Chairman Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article 6. (b) The Management Board may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Members and of the Management Board and shall have such further authority and powers and shall perform such other duties as may be prescribed by the Management Board of Directors may from time to time confer time. (c) The Company shall have a Chief Executive Officer, who shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall also exercise such powers preside at meetings of the members and Management Board, shall see that all orders and resolutions of the Management Board are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement, or the Management Board to some other Officer or agent of the Company, may maintain records of and certify proceedings of the Management Board and Members, and shall perform such other duties as may from time to time be agreed upon between himself and prescribed by the President Management Board. (d) The Company shall have a President, who shall be the chief operating officer of the Company. Section 2. The Vice Chairman , shall have authority to exercise the power of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present Chief Executive Officer in his absence, and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman Chairperson of the Board and the President Chief Executive Officer, or if both such offices are vacant, shall have the powers and duties preside at meetings of the Chairman of the Members and Management Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company shall have a Treasurer, who, unless provided otherwise by the Board Management Board, shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the name of Directors, who may at any time perform all and to the duties credit of the Chairman Company in such banks and depositories as the Management Board shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Management Board, making proper vouchers therefor, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company as ordered by the Management Board, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of DirectorsManagement Board, the Executive Committeewhenever requested, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the Management Board or the President may be assigned to him prescribe from time to time by the Board time. (f) The Company shall have a Secretary, who shall have primary responsibility to maintain records of Directors actions of, and whenever necessary, certify all proceedings of the Executive Committee. Section 8Members. There may be a Controller who The Secretary shall exercise general supervision over keep the internal operations required records of the Company, including accountingwhen so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Members, and shall render perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) A Officer, as such, shall not be obligated to devote his or her full time to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division conduct of the Company with such title affairs, but shall devote only as much time as he or she deems necessary for the Board proper conduct thereof, and provided further, that nothing in this Agreement shall be deemed to restrict in any way the freedom of Directors shall prescribe, shall report a Officer to and be directly responsible only conduct any other businesses or activities whatsoever without any accountability to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit DivisionCompany. (h) The Company may have additional Officers as provided in Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned6.6. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman Subject to the restrictions of the Certificate of Incorporation, the officers of the Corporation shall be chosen by the Board of Directors and shall preside at all meetings include a chief executive officer, president, chief financial officer, treasurer, and secretary and may include such additional officers as may from time to time be authorized by these Bylaws or the Board. Subject to the restrictions of the Board and shall have such further authority and powers and shall perform such duties as Certificate of Incorporation, the Board of Directors may elect from among its members a chairman of the Board of Directors, one or more vice chairmen of the Board of Directors, and a presiding director of the Board of Directors. Subject to the restrictions of the Certificate of Incorporation, the Board of Directors may also choose one or more officers, vice-presidents, a chief operating officer, and or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. 2. Subject to the restrictions of the Certificate of Incorporation, the Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a chief executive officer, president, chief financial officer, treasurer and secretary and may include such additional officers as may from time to time confer be authorized by these Bylaws or the Board of Directors. 3. Subject to the restrictions of the Certificate of Incorporation, the Board of Directors may appoint such other officers and direct. He agents as it shall also deem necessary or appropriate who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary . 4. The salaries of this Company all officers and who may perform such duties as may be prescribed by the officer in charge agents of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company Corporation shall be those usually pertaining to their respective offices, subject to the direction of fixed by the Board of Directors, . 5. Each officer of the Executive Committee, Chairman of Corporation shall hold office until such officer's successor is elected or appointed by the Board of Directors and shall qualify or until such officer's death, resignation or removal in the President manner hereinafter provided. Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the chief executive officer or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in charge the resignation. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of directors comprising the whole Board of Directors. Subject to the restrictions of the department or division to which they are assignedCertificate of Incorporation, any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Officers. Section 1. (a) The Chairman Company shall have a President, a Secretary and a Treasurer, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall Directors. The Company may also have such further authority and powers and shall perform such duties other officers as the Board of Directors may from time to time confer and direct. He deem necessary, all of whom shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them appointed by the Board of Directors, the Executive Committee, the Chairman majority vote of the Board Members or the President and appointed by the an officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time authorized by the Board of Directors, who . (i) The President shall ex officio hold have: (A) General charge and authority over the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge business of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective officesCompany, subject to the direction of the Board of Directors; (B) Authority to preside at all meetings of the Board of Directors in the absence of the Chairman; (C) Authority acting alone, except as otherwise directed by the Executive CommitteeBoard of Directors or prohibited by this Agreement, Chairman to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; (D) Authority to appoint all officers of the Company and to delegate all or any of his power and authority to such officers; and (E) Such other powers and duties as the Board of Directors may assign. (ii) The Secretary shall: (A) Issue notices of all meetings for which notice is required to be given; (B) Have responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the Company; (C) Have charge of the Company’s record books; and (D) Have such other duties and powers as the Board of Directors or the President may assign. (iii) The Treasurer shall: (A) Keep adequate and the officer in charge correct accounts of the department Company’s affairs and transactions, and (B) Have such other duties and powers as the Board of Directors or division the President may assign. (iv) Other officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the President may assign to which they are assignedthem. (v) The initial officers of the Company shall be as follows: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ President Secretary Vice President/Chief Financial Officer/Treasurer

Officers. Subject to Section 16.7, the Operating Board may appoint officers of the Company in its sole discretion, which may include a chief executive officer, a chief financial officer, one or more presidents, one or more vice presidents, and a secretary and one or more assistant secretaries. Any number of offices may be held by the same person. The Chairman of the Operating Board of Directors may choose such other officers and agents as it shall preside at all meetings of the Board deem necessary who shall hold their offices for such terms and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board Operating Board. The officers of Directorsthe Company as of the date hereof are as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer ___________ Chief Financial Officer ___________ President ___________ President ___________ Executive Vice President and Secretary The Chief Executive Officer shall be the principal executive officer of the Company and shall, who in general, supervise and control all of the business and affairs of the Company, unless otherwise provided by the Operating Board. The Chief Executive Officer shall ex officio hold have general powers of supervision and shall be the final arbiter of all differences between officers of the Company and his decision as to any matter affecting the Company shall be final and binding as between the officers of the Company subject only to the Operating Board’s direction. In general, the Chief Executive Officer shall perform all duties incident to the office of chief executive officer and such other duties as the Operating Board may from time to time prescribe. The Chief Executive Officer shall have authority to open bank accounts on behalf of, and in the name of, the Company on such terms as he shall determine in his sole discretion. The President shall perform such other duties and have such other powers as the Chief Executive Officer may from time to time prescribe. When authorized by the Chief Executive Officer or the Operating Board, the Chief Financial Officer shall perform the duties of the Chief Executive Officer, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Chief Financial Officer and each Vice President and Executive Vice President shall perform all such duties as from time to time may be assigned by the Chief Executive Officer or the Operating Board. At the request of the President or in his absence or in the event of his inability or refusal to act, the Chief Financial Officer or the Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Operating Board (or if there be no such determination, then the Chief Financial Officer and the Vice Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties. The Secretary or the Assistant Secretary shall attend all meetings of this Company the Members and who may of the Operating Board, and shall record all proceedings of such meetings in a book to be kept for that purpose and shall perform such duties as may be prescribed by the officer in charge of Operating Board, under whose supervision the department or division to whom they are assigned. Section 11Secretary shall be. The powers and duties of all other officers Secretary or the Assistant Secretary shall have custody of the Company seal and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be those usually pertaining attested by his or her signature or by the signature of such Assistant Secretary. The Operating Board may give general authority to their respective offices, subject any other officer to affix the direction seal of the Board Company and to attest the affixing of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedsignatures.

Officers. Section 1. a. The Chairman officers of the Board Committee shall be the Chair, the Vice Chair and the Secretary/Treasurer, each of Directors whom shall be elected by vote of the Committee at the annual meeting of the Committee. b. The Chair shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2Committee. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors Chair or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors Vice Chair in the absence of the Chairman Chair shall sign any instruments which the Committee has authorized to be executed, except in cases where the signing of instruments shall be required by law or protocol to be otherwise signed or executed, or where the resolution of the Board Committee authorizes the President shall have signing of such instrument by another person. c. In the powers and duties absence of the Chairman Chair, or in the event of the Board. Section 4. The Chairman of the Board of Directors death, inability to act or the President as designated refusal to act by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of DirectorsChair, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary Vice Chair shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller Chair, and such duties when so acting, shall have all the powers of and be subject to all the restrictions upon that office. d. The Secretary shall have responsibility for (i) the taking and preservation of minutes of the proceedings of the Committee, (ii) the giving of all notices in accordance with this Agreement or any Policies and Procedures, or as may be prescribed otherwise directed by the ControllerCommittee or required by law, (iii) acting as custodian of the records of the ESS and (iv) keeping a current registry of the names and addresses of the members of the governing body of each Participating Community, and of each Participating Community's principal officers and of the Committee representatives and alternates. Section 9. e. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company Committee shall be those usually pertaining to their respective offices, subject to elected annually by and from the direction members of the Board of Directors, Committee present at the Executive Committee, Chairman annual meeting of the Board of Directors Committee. Nominations shall also be accepted from the representatives present at the annual meeting. All nominees, including those offered by a nominating committee, must receive a second in order to be considered a candidate and voted on for office. f. Each officer shall hold office until his or the President and the officer in charge her successor has been duly elected. Alternates shall not be eligible to serve as officers. Each of the department officers shall be from different participating counties. A vacancy in the office of Chair, Vice-Chair or division to which they are assignedSecretary shall be filled by the Committee for the unexpired portion of the term.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.of

Officers. Section 1. The Chairman officers of the Board corporation shall be appointed by the board of Directors directors and shall preside at all meetings be a president, a secretary and a treasurer. The president and secretary shall be natural persons of full age; the treasurer may be a corporation but, if a natural person, shall be of full age. The board of directors may also choose vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of the Board aforesaid offices may be held by the same person. Section 2. The board of directors, immediately after each annual meeting of stockholders, shall elect a president, who may, but need not be a director, and the board shall also annually choose a secretary and a treasurer who need not be members of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assignedboard. Section 114. The powers and duties of all other the officers of the Company corporation shall be those as provided from time to time by resolution of the board of directors. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually pertaining held and performed by like officers of corporations similar in organization and business purposes to their respective offices, the corporation subject to the direction control of the Board board of Directorsdirectors. Section 5. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 6. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed with or without cause by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. Section 7. All contracts of the corporation shall be executed on behalf of the corporation by (a) the president or any vice president, (b) such other officer or employee of the corporation authorized in writing by the president, with such limitations or restrictions on such authority as he or she deems appropriate or (c) such other person as may be authorized by the board of directors, and, if required, the Executive Committee, Chairman seal of the Board of Directors corporation shall be thereto affixed and attested by the secretary or the President and the officer in charge of the department or division to which they are assignedan assistant secretary.

Officers. Section 1At the first meeting in each year, the Trustees from amongst themselves shall elect a President and a Secretary and a Treasurer or a Secretary-Treasurer to hold office for the year or until their successors are elected. The Votes: Each meeting shall be presided over by the President who shall have a any other person elected by the Trustees, who, unless he is a trustee, shall have no vote. Should a trustee act as Chairman he shall have no additional vote as chairman. At any meeting of trustees, the Board quorum shall consist of Directors not less than two Trustees appointed by the Union and two Trustees appointed by the Employer, Each Trustee shall preside be entitled to one vote at all meetings of the Board and Trustees provided that at meetings where there are present a greater number of Trustees appointed by the Union than Trustees appointed by the employer, the Trustees appointed by the Employer shall have such further authority and powers and shall perform such duties also be entitled to cast jointly a sufficient number of additional votes to give them as a group the same number of votes as the Board Trustees appointed by the union are entitled to cast. Provided further at any meeting where there are present a greater number of Directors may from time to time confer and direct. He trustees appointed by the employer than trustees appointed by the Union, the Trustees appointed by the Union shall also exercise such powers and perform such duties be entitled to cast jointly a sufficient number of additional votes to give them as may from time a group the same number of votes as the Trustees appointed by the employer are entitled to time cast. Each Trustee shall be agreed upon between himself and the President entitled to have with him at any meeting of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board Trustees, an advisor who shall not be present and shall have such further authority and powers and shall perform such duties as the Board any right to vote. Minutes of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice Meetings: Minutes of meetings of the stockholders and Trustees shall be prepared by the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books Secretary of the Company. In addition to the other notice requirements of these By-Laws meeting and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other circulated by him forthwith after each meeting. He shall have custody of At the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular fist meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of DirectorsTrustees, the Executive CommitteeTrustees shall appoint a banker, Chairman of the Board of Directors or the President auditors and the officer in charge of the department or division to which they are assignedsigning officers.

Officers. Section 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior Managing Directors, one or more Managing Directors, one or more Senior Vice Presidents, one or more Principals, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate General Counsels, a General Auditor, a General Credit Auditor, and one or more Deputy Auditors, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board of Directors shall preside at all meetings of or the Board and shall have such further authority and powers and shall perform such duties as Chief Executive Officer or, in their absence, the Board of Directors President, the Senior Vice Chairman or any Vice Chairman, may from time to time confer and directappoint assistant officers. He All officers elected or appointed by the Board of Directors shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and hold their respective offices during the President pleasure of the CompanyBoard of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings designate the Chief Executive Officer of the Board Company who may also hold the additional title of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The , President, Senior Vice Chairman or Vice Chairman and such person shall have, subject to the supervision and direction of the Board of Directors or the President Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as designated holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer. The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall carry into effect have and may exercise all legal directions the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes. The General Credit Auditor shall be responsible to the Chief Executive Committee Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates. Section 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 54. There may be one or more Vice Presidents, however denominated by the The Board of Directors, who may at the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any time perform person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the duties pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board of Directors and/or or the President Chief Executive Officer or any such authorized person; and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of DirectorsBoard, the Chief Executive Committee, Chairman of the Board of Directors Officer or the President any such authorized person may discharge any such employees and the officer in charge of the department or division to which they are assignedagents at will.

Officers. Section 1Subject to the direction and oversight of the OpCo Board, the day-to-day administration of the business of the Company may be carried out by persons who may be designated as Officers by the OpCo Board, with titles including “assistant secretary,” “assistant treasurer,” “chairman,” “chief executive officer,” “chief financial officer,” “chief operating officer,” “director,” “general counsel,” “general manager,” “managing director,” “president,” “principal accounting officer,” “secretary,” “senior chairman,” “senior managing director,” “treasurer,” “vice chairman,” “executive vice president” or “vice president,” and as and to the extent authorized by the OpCo Board in its sole and absolute discretion. The Chairman Officers of the Board of Directors shall preside at all meetings of the Board and Company shall have such further authority titles and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the OpCo Board and otherwise as shall customarily pertain to such offices. Any number of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as offices may be prescribed held by the officer in charge of same person. In its sole and absolute discretion, the department OpCo Board may choose not to fill any office for any period as it may deem advisable. All Officers and other persons providing services to or division to whom they are assigned. Section 11. The powers and duties of all other officers for the benefit of the Company shall be those usually pertaining to their respective offices, subject to the supervision and direction of the OpCo Board and may be removed, with or without cause, from such office by the OpCo Board and the authority, duties or responsibilities of Directorsany employee, the Executive Committee, Chairman agent or Officer of the Company may be suspended by the OpCo Board of Directors or from time to time, in each case in the President sole and the officer in charge absolute discretion of the department OpCo Board. No Manager shall cease to be a Manager as a result of the delegation of any duties hereunder. No Officer of the Company, in its capacity as such, shall be considered a Manager by agreement, as a result of the performance of its duties hereunder or division otherwise. The OpCo Board hereby designates ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to which they are assignedserve as the Chief Executive Officer of the Company and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to serve as the Corporate Compliance Officer; Secretary; Chief Legal Officer of the Company.

Officers. Section 1. The Chairman (a) Unless provided otherwise by resolution of the Board of Directors Managers, the Officers shall preside at all meetings have the titles, power, authority and duties described below in this Section 7.2 (b) The Officers of the Board Company shall be the President, any Vice Presidents, the Secretary and any Treasurer and any and all Assistant Secretaries and Assistant Treasurers. There shall have be appointed from time to time, in accordance with Section 7.2(c), such further authority Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and powers and shall perform such duties Assistant Treasurers as the Board of Directors Managers may from time to time confer and directdesire. He shall also exercise such powers and perform such duties as Any person may from time to time be agreed upon between himself and the President of the Companyhold two or more offices. Section 2(c) The Officers shall be appointed by the Board of Managers at such time and for such term as the Board of Managers shall determine. Any Officer may be removed, with or without cause, only by the Board of Managers. Vacancies in any office may be filled only by the Board of Managers. (d) The Vice Chairman President, subject to the direction of the Board of Directors Managers, shall preside at all meetings be responsible for the management and direction of the Board of Directors at which the Chairman of the Board shall not be present day-to-day business and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to , its other Officers, employees and agents, shall supervise generally the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures affairs of the Company and shall report have full authority to execute all documents and take all actions that the Board of Directors at each regular meeting of the condition of the Company, Company may legally take. The President shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement or the Board of Managers. (e) Each Vice President shall perform such duties and may exercise such powers as may from time to time be assigned to him by the Board of Directors Managers or the President. (f) The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the Executive Committeemeetings or actions of the Board of Managers and Members, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Board of Managers or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act. Section 8. There may (g) The Treasurer shall keep or cause to be a Controller who shall exercise general supervision over kept the internal operations books of account of the Company, including accounting, Company and shall render to statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board of Directors at appropriate times a report relating Managers or the President. The Treasurer, subject to the general condition order of the Board of Managers, shall have the custody of all funds and internal operations securities of the Company. There may be one or more subordinate accounting or controller officers however denominatedThe Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of Managers or the Audit Division of the Company with such title as the Board of Directors President shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined designate from time to time by time. The Assistant Treasurers shall exercise the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge power of the department Treasurer during that Officer’s absence or division inability or refusal to whom they are assignedact. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. Section 11. (h) The powers Company may ▇▇▇▇▇ ▇▇▇▇▇▇ of attorney or other authority as appropriate to establish and duties of all other officers evidence the authority of the Company shall be those usually pertaining to their respective offices, subject to the direction Officers and other persons. (i) Unless otherwise provided by resolution of the Board of DirectorsManagers, no Officer shall have the Executive Committee, Chairman power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedCompany.

Officers. Section 1. (a) The Chairman Company shall have a president/chief executive officer, a secretary and a treasurer, and may have one or more vice presidents, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall Directors. The Company may also have such further authority and powers and shall perform such duties other officers as the Board of Directors may from time to time confer and direct. He deem necessary, all of whom shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of appointed by the Board of Directors or appointed by an officer or officers authorized by it. (i) The president shall have: (A) general charge and authority over the business of the Company, subject to the Board of Directors; (B) authority to preside at all meetings of the Board of Directors at which Directors; (C) authority acting alone, except as otherwise directed by the Chairman Board of Directors, to sign and deliver any document on behalf of the Company, Including without limitation, any deed or lease or mortgage conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and (D) such other powers and duties as the Board of Directors may assign. (ii) The vice president, or if there be more than one vice president, the vice presidents in the order of their seniority by designation (or if not designated, in the order of their seniority of election), shall not be present and perform the duties of the president/chief executive officer in his or her absence. The vice president shall have such further authority and other powers and shall perform such duties as the Board of Directors or the Chairman president/chief executive officer may assign to them. (iii) The secretary shall: (A) issue notices of all meetings for which notice is required to be given; (B) have responsibility for preparing minutes of the Board may from time to time confer directors and direct. Section 3. The President shall have the powers and duties pertaining to the office Members meetings for authenticating records of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence Company; (C) have charge of the Chairman of the Board the President shall Company’s record books; and (D) have the such other duties and powers and duties of the Chairman of the Board. Section 4. The Chairman of as the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his officechairman may assign. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President (iv) The treasurer shall: (A) keep accurate and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books correct accounts of the Company. In addition to the other notice requirements of these By-Laws ’s affairs and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall transactions; and (B) have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title powers as the Board of Directors or the chairman may assign. (v) Others officers and agents of the Company shall prescribe, shall report to have such authority and be directly responsible only to perform such duties in the management of the Company as the Board of Directors. There shall be an Auditor and there Directors or the president/chief executive officer may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Divisionassign to them. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. (vi) The powers and duties of all other initial officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇ - President and the officer in charge of the department or division to which they are assigned.Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇ - Secretary & Treasurer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Vice President

Officers. Section 1. (a) The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President appoint agents of the Company. Section 2. The Vice Chairman , which agents shall be referred to as "Officers" of the Board of Directors shall preside at all meetings of Company, having the Board of Directors at which the Chairman of the Board shall not be present and shall have such further titles, power, authority and powers and shall perform such duties described in this Section 6.4 or as otherwise granted by the Board of Directors or Board. Subject to the Chairman of foregoing, the Board may from time to time confer and direct. Section 3. The President Officers shall have the powers and duties pertaining full authority to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over manage, control and oversee the interest, day-to-day business and affairs and operations of the Company and shall perform all duties other acts as are customary or incident to his officethe management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company Assets in accordance with the provisions of Section 6.5. Section 5. There (b) The Officers may be include a Chairman, a President and Chief Executive Officer, one or more Vice Presidents, however denominated a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and any other officer position or title as the Board may approve. Any person may hold two or more offices. (c) The Officers may be appointed by the Board of Directorsat such times and for such terms as the Board shall determine. Any Officer may be removed, who with or without cause, only by the Board. Vacancies in any office may at be filled only by the Board. (d) In accordance with and subject to the limitations imposed by this Agreement or any time perform all the duties direction of the Chairman of the Board of Directors and/or Board, the President and Chief Executive Officer, as such, shall (i) supervise generally the other Officers, (ii) be responsible for the management and day-to-day business and affairs of the Company, its other Officers, employees and agents and shall supervise generally the affairs of the Company, (iii) have full authority to execute all documents and take all actions that the Company may legally take and (iv) have the power and authority to delegate the President and Chief Executive Officer's powers and authority to any proper Officer. (e) In the absence of the President and Chief Executive Officer, each Vice President appointed by the Board shall have all of the powers and duties conferred upon the President and Chief Executive Officer, including the same power as the President and Chief Executive Officer to execute documents on behalf of the Company. Each such Vice President shall perform such other duties and may exercise such other powers and duties as may from time to time be assigned to them him by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and Chief Executive Officer. Vice Presidents may be designated Executive Vice Presidents, Senior Vice Presidents, or any other title determined by the officer in charge of the department or division to which they are assignedBoard. Section 6. (f) The Secretary shall attend record or cause to be recorded in books provided for that purpose the giving of notice minutes of meetings or actions of the stockholders and Board, shall see that all notices are given in accordance with the Board provisions of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws this Agreement and as may be practicable under the circumstancesrequired by Applicable Law, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and responsible for all moniesother documents and records required by Applicable Law are properly kept and filed, funds and, in general, shall perform all duties incident to the office of Secretary and valuables such other duties as may, from time to time, be assigned by this Agreement, the Board or the President and Chief Executive Officer. The Assistant Secretaries shall exercise the powers of the Company and for Secretary during that Officer's absence or inability or refusal to act. (g) The Treasurer shall keep or cause to be kept the keeping books of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures account of the Company and shall report render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board or the President and Chief Executive Officer. The Treasurer, subject to the Board of Directors at each regular meeting order of the condition Board, shall have the custody of all funds and securities of the Company, . The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as may be assigned to him this Agreement, the Board or the President and Chief Executive Officer shall designate from time to time by time. The Assistant Treasurers shall exercise the Board of Directors power of the Executive Committee. Section 8Treasurer during that Officer's absence or inability or refusal to act. There may be a Controller who shall exercise general supervision over the internal operations Each of the CompanyAssistant Treasurers shall possess the same power as the Treasurer to sign all certificates, including accountingcontracts, obligations and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations other instruments of the Company. There may be one If no Treasurer or more subordinate accounting or controller officers however denominated, who may perform Assistant Treasurer is appointed and serving in the duties absence of the Controller appointed Treasurer and Assistant Treasurer, such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title other Officer as the Board of Directors shall prescribe, select shall report to and be directly responsible only to have the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties conferred upon the Treasurer. (h) The Company may grant powers of all attorney or other officers authority as appropriate t▇ ▇▇▇▇▇▇▇▇▇ and evidence the authority of the Company shall be those usually pertaining to their respective offices, subject to the direction Officers and other persons. (i) Unless otherwise provided by resolution of the Board of Directorsor in Section 6.4(d), no Officer shall have the Executive Committee, Chairman power or authority to delegate to any person such Officer's powers as an Officer to manage the business and affairs of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedCompany.

Officers. Section 1. (a) The Chairman Company shall have a President/Chief Executive Officer, a Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall Directors. The Company may also have such further authority and powers and shall perform such duties assistant officers as the Board of Directors may from time to time confer and direct. He deem necessary, all of whom shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as appointed by the Board of Directors or the Chairman of the Board may from time to time confer and directappointed by an officer or officers authorized by it. Section 3. (i) The President President/Chief Executive Officer shall have the powers have: (A) General charge and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision authority over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books business of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors; (B) Authority to preside at all meetings of the Board of Directors; (C) Authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and (D) Such other powers and duties as the Board of Directors may assign to him. (ii) The Vice President, or if there be more than one Vice President, the Vice Presidents in the order of their seniority by designation (or, if not designated, in the order of their seniority of election), shall perform the duties of the President/Chief Executive Committee, Chairman of Officer in his absence. The Vice Presidents shall have such other powers and duties as the Board of Directors or the President President/Chief Executive Officer may assign to them. (iii) The Secretary shall: (A) Issue notices of all meetings for which notice is required to be given; (B) Have responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the officer in Company; (C) Have charge of the department Company's record books; and (D) Have such other duties and powers as the Board of Directors or division the President/Chief Executive Officer may assign to which they are assignedhim. (iv) The Treasurer shall: (A) Keep adequate and correct accounts of the Company's affairs and transactions, and (B) Have such other duties and powers as the Board of Directors or the President/Chief Executive Officer may assign. (v) Other officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the President/Chief Executive Officer may assign to them. (vi) The initial officers of the Company shall be as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇ President/Chief Executive Officer Chief Financial Officer Secretary Treasurer Vice President/Technical Services and Business Development Vice President of Administration

Officers. Section 17.1 The Directors shall elect from among themselves an initial Chair, a Vice Chair, a Secretary and a Treasurer to serve for a term of two (2) years commencing with such election. Such election shall occur no later than the first meeting of the Collaborative. 7.2 The Officers shall rotate through the positions such that in the subsequent term, the prior term’s Chair will no longer serve in that role, and the prior term’s Vice Chair will assume the position of Chair. The Chairman requirement of rotation may be waived for any given term by a three-quarters (3/4) vote of the Board Directors at a regular meeting of the Board. 7.3 If a vacancy occurs in one or more of the officer positions, the Directors shall elect the necessary officer(s) to fill the vacancy or vacancies. 7.4 The Chair shall preside at all meetings of the Board Directors. In the Chair’s absence, the Vice Chair shall preside. If both the Chair and Vice Chair are absent, the Secretary shall have preside. If no officers are present, the Directors in attendance shall appoint an Acting Chair to preside at such further authority and powers and meeting. 7.5 The Secretary shall perform such all duties as incident to the Board office of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and Secretary including, but not limited to, being the President custodian of the Company. Section 2. The Vice Chairman Collaborative’s records, keeping minutes of the proceedings of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform as well as other such duties as the Board of Directors or the Chairman of the Board may from time to time confer and directas may be assigned by the Executive Officer of Board of Directors. Section 37.6 The Treasurer shall have charge and custody of, and shall be responsible for, all funds and financial instruments of the Collaborative. The President Treasurer shall also have the powers and duties pertaining to the office charge of the President conferred or imposed upon him by statute or assigned to him by the Board books and records of Directors in the absence account of the Chairman of Collaborative, which shall be kept at the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors principal office or the President other location as designated directed by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities provide a financial report of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report Collaborative to the Board of Directors at each regular meeting regularly scheduled board meeting. The Treasurer is responsible for the filing of all reports and returns relating to or based upon the books and records of the condition Collaborative kept under the direction of the Company, Treasurer and perform other such other duties from time to time as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who . 7.7 No vacancy or vacancies shall ex officio hold impair the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge power of the department or division remaining Directors, acting in the manner provided by this Agreement, to whom they are assigned. Section 11. The powers and duties of all other officers administer the affairs of the Company shall be those usually pertaining to their respective offices, subject to Collaborative notwithstanding the direction existence of the Board of Directors, the Executive Committee, Chairman of the Board of Directors such vacancy or the President and the officer in charge of the department or division to which they are assignedvacancies.

Officers. Section 1. The Chairman officers of this corporation shall be elected or appointed by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The corporation may also have at the discretion of the Board of Directors shall preside at all meetings such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Article IV, Section 2 hereof. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide. Any officer may devote less than all of his working time to his activities as such if the Board and shall have such further authority and powers and shall perform such duties as the so approves. Section 2. The Board of Directors may from time to time confer appoint such other officers and direct. He agents as it shall also deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assignedBoard. Section 113. The powers Each officer shall hold office until such officer’s successor is elected or appointed and duties qualified or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of all other officers Directors may be removed at any time by the affirmative vote of the Company shall be those usually pertaining to their respective offices, subject to the direction a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the Executive Committeevacancy shall be filled by the Board of Directors. Section 4. Any officer may resign at any time by giving written notice of his resignation to the Corporation. A resignation shall take effect at the time specified therein or, Chairman if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. Section 5. If an office becomes vacant for any reason, the Board of Directors or the President stockholders may fill the vacancy, and each officer so elected or appointed shall serve for the officer in charge remainder of the department his predecessor’s term and until his successor shall have been elected or division to which they are assignedappointed and shall have qualified.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct.. 22 Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. (a) The Chairman Company shall have a President, a Secretary and a Treasurer, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors shall preside at all meetings of the Board and shall Directors. The Company may also have such further authority and powers and shall perform such duties assistant officers as the Board of Directors may from time to time confer and direct. He deem necessary, all of whom shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as appointed by the Board of Directors or the Chairman of the Board may from time to time confer and directappointed by an officer or officers authorized by it. Section 3. (i) The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6his absence. The Secretary President shall attend to also have: (A) General charge and authority over the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books business of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors; (B) Authority acting alone, except as otherwise directed by the Executive CommitteeBoard of Directors, Chairman to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and (C) Such other powers and duties as the Board of Directors or the President Chairman may assign to him. (ii) The Secretary shall: (A) Issue notices of all meetings for which notice is required to be given; (B) Have responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the officer in Company; (C) Have charge of the department Company's record books; (D) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or division other disposition of any such real estate; and (E) Have such other duties and powers as the Board of Directors or the Chairman may assign to which they are assignedhim. (iii) The Treasurer shall: (A) Keep adequate and correct accounts of the Company's affairs and transactions; (B) Have authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, including, without limitation, any deed conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and (C) Have such other duties and powers as the Board of Directors or the Chairman may assign. (iv) Other officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the Chairman may assign to them. (v) The initial officers of the Company shall be as follows:

Officers. Section 1. (a) The Chairman Board shall delegate such duties and responsibilities necessary to operate the business of the Board of Directors shall preside at all meetings Company to one or more officers of the Board Company (each an “Officer” and shall have such further authority and powers and shall perform such duties collectively the “Officers”) as the Board of Directors may determines from time to time confer and directare consistent with this Agreement. He The Officers shall also exercise such powers include a President, three Senior Managing Directors (which shall be the most senior position in the Company other than President or Chief Executive Officer), and perform such duties as may from time to time be agreed upon between himself include a Secretary, a Chief Financial Officer, and in addition thereto and at the President discretion of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Board, a Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directorsa Treasurer, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directorsone or more Assistant Secretaries, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President one or more Assistant Treasurers, and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and Officers as may be practicable under elected or appointed by the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meetingBoard. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7One person may hold two or more offices. The Treasurer shall have general supervision over all assets initial President, Chief Executive Officer and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers Senior Managing Director of the Company shall be those usually pertaining to their respective offices▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ shall each be Senior Managing Directors as long as they are employed by the Company on a full-time basis. The Company shall have an executive committee (“Executive Committee”) that shall have such authority as is specified herein or as granted from time-to-time by the Board. ▇▇▇▇ ▇▇▇▇▇▇▇▇, subject ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ shall constitute the initial members of the Executive Committee and shall be members of the Executive Committee as long as they are employed by the Company on a full-time basis. The Executive Committee shall prepare an annual operating budget at least three months’ prior to the direction beginning of each 12 months of operations of the Company for approval by the Board (the “Annual Budget”). The initial Annual Budget of the Company is attached hereto as Exhibit D. (b) Subject to the authority of the Board and the provisions of Directorsthis Agreement and such policies as may be adopted by the Board in the future, the Officers shall have the responsibility and the authority to make all day to day decisions respecting the Business. Notwithstanding the foregoing, without the consent of the Board, the Officers, including the Executive Committee, Chairman shall not: (i) take any action that would conflict with any provision of this Agreement; (ii) make any distributions of property or cash to any Member; (iii) incur any indebtedness other than indebtedness not exceeding $10,000 other than funds borrowed from MB or its Affiliates; (iv) make any expenditures of capital in excess of $15,000 in any single transaction or series of related transactions; (v) create or cause to be created any liens against any of the Company’s assets or properties, including, without limitation, the Company’s cash flow; (vi) commence any Bankruptcy Action; (vii) institute or settle any litigation or arbitration; (viii) sell any material Company assets or engage in any transaction outside the ordinary course of business; (ix) exceed the approved expenditures in any Annual Budget line item by more than 10%, or 6% respecting the total Annual Budget; (x) engage in any business other than the Business; (xi) enter into any merger, joint venture, partnership, operating or similar arrangement; (xii) hire any employees on terms not approved by the Board of Directors or the President Board Designee; (xiii) increase the commissions, pay or benefits payable by the Company to any shareholders of the Management Company; (xiv) enter into any lease of real property; or (xv) enter into any vendor contract, license or other agreement with any early termination charge or cancellation fee in excess of $25,000. Notwithstanding the foregoing, if a specific action described in clauses (iii), (iv) or (xii) is contemplated by the then current approved Annual Budget, and is otherwise implemented in a manner consistent with this Operating Agreement and the officer in charge written policies of the department Company, the Officers may implement such action without further Board approval. With respect to hiring matters under Section 5.3(b)(xii) the initial “Board Designee” shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or, if ▇▇. ▇▇▇▇▇▇ is unavailable to act or division unable to which they are assignedact within two (2) business days of a request for approval to hire a Company employee, ▇▇▇▇ ▇▇▇▇▇▇. The Board may change the Board Designee upon written notice to the Executive Committee at any time. The employment of all Company employees shall be subject to a satisfactory prior background check, including a credit report, litigation, lien and regulatory enforcement searches.

Officers. Section (i) The chief executive officer, if any, shall, subject to the direction and supervision of the Managers, (1) see that all orders and resolutions of the Managers are carried into effect; (2) exercise general direction and supervision of the business and affairs of the Company; and (3) perform all other duties incident to the office of chief executive officer and as from time to time may be assigned to the chief executive officer by the Managers. The Chairman chief executive officer may sign, subject to such restrictions and limitations as may be imposed from time to time by the Managers, agreements, deeds, mortgages, bonds, contracts or other instruments which have been duly approved for execution. (ii) The president, if any, shall, subject to the direction and supervision of the Board of Directors shall preside at all meetings Managers and the chief executive officer, (1) exercise general and active management and control of the Board business and affairs of the Company and shall see that all orders and resolutions of the Managers and the chief executive officer are carried into effect; and (2) perform all other duties incident to the office of president and as from time to time may be assigned to the president by the Managers or the chief executive officer. The president may sign, subject to such restrictions and limitations as may be imposed from time to time by the Managers or the chief executive officer, agreements, deeds, mortgages, bonds, contracts or other instruments which have been duly approved for execution. (iii) The chief operating officer, if any, shall, subject to the direction and supervision of the Managers, the chief executive officer and the president, (1) direct and supervise the operations of the Company; and (2) perform all other duties incident to the office of chief operating officer and as from time to time may be assigned to the chief operating officer by the Managers, the chief executive officer or the president. The chief operating officer may sign, subject to such further authority restrictions and powers limitations as may be imposed from time to time by the Managers, the chief executive officer or the president, agreements, deeds, mortgages, bonds, contracts or other instruments which have been duly approved for execution. (iv) Each vice president, if any, shall assist the chief operating officer, the president and the chief executive officer and shall perform such duties as may be assigned by the Board Managers, the chief operating officer, the president or the chief executive officer. (v) The secretary, if any, shall (1) have responsibility for the preparation and maintenance of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself minutes of the proceedings of the Managers and the President Class A Members; (2) have responsibility for the preparation and maintenance of the other records and information required to be kept by the Company under the Act; (3) be custodian of the Company. Section 2. The Vice Chairman ’s records; (4) when requested or required, authenticate any records of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present Company; and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors (5) in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidentsthe office of secretary, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and including such other powers and duties as may from time to time may be assigned to them the secretary by the Board of Directorschief operating officer, the Executive Committeepresident, the Chairman of the Board chief executive officer or the President and by the officer in charge of the department or division to which they are assignedManagers. Section 6. (vi) The Secretary chief financial officer, if any, shall attend to (1) be the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables principal financial officer of the Company and have responsibility for the keeping care and custody of proper records all its funds, securities, evidences of indebtedness and other personal property and deposit and handle the same in accordance with instructions of the evidence of property or indebtedness Managers; (2) receive and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition give receipts for funds paid in on account of the Company, and pay out of funds on hand all bills, payrolls and other just debts of the Company of whatever nature upon maturity; (3) unless there is a controller, be the principal accounting officer of the Company and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the chief executive officer and the Managers statements of account showing the financial position of the Company and the results of its operations; (4) upon request of the Managers, make such reports to it as may be required at any time; and (5) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to him from time to time the chief financial officer by the Board of Directors of the Executive CommitteeManagers. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1Officers of the Company appointed by the Board of Managers may include (a) a chief executive officer; (b) a president; (e) one or more vice presidents; (d) a secretary and/or one or more assistant secretaries; and (e) a treasurer and/or one or more assistant treasurers. The Chairman Board of Managers hereby delegates the day-to-day management responsibilities to such officers, such delegation may be modified by the Board of Managers from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as so authorized by the Board of Managers, provided that in no event will any officer have any rights, duties, powers or authority greater than that so delegated or that of the Board of Directors Managers. (a) The President and the Chief Executive Officer shall preside at all meetings have such duties as shall be imposed upon him, her or them by the Board of Managers, subject to authority of the Board of Managers. (b) The Vice-President or, if there are more than one, the Vice-President who has been designated by the Board of Managers, shall, in the absence or disability of the President, perform the duties and shall have such further authority and exercise the powers and of the President. In addition, each Vice-President shall perform such other duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed imposed upon between himself and him or her by the President Board, Chief-Executive Officer or President. (c) The Secretary shall give, or cause to be given, notice of all meetings of the Company. Section 2. The Vice Chairman Members and of the Board of Directors shall preside at all special meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of DirectorsManagers, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him prescribed by the Board of Managers or President, under whose supervision he or she shall act. The Secretary shall not, without the express written authorization of the Board of Managers, have any responsibility for, or any duty or authority with respect to, the withholding or payment of any federal, state or local taxes of the Company or the preparation or filing of any tax returns, but shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors Managers, Chief Executive Officer or President. (d) The Treasurer shall have the custody of the Executive Committee. Section 8. There may be a Controller who corporate funds and securities and shall exercise general supervision over the internal operations keep full and accurate accounts of receipts and disbursements in books belonging to the Company, including accountingand shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as shall be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Managers, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors at appropriate times a report relating to Managers an account of all his transactions as Treasurer and of the general financial condition and internal operations of the Company. There may The Treasurer shall perform such other duties as shall from time to time be one imposed upon him or more subordinate accounting her by the Board of Managers, Chief Executive Officer or controller officers however denominatedPresident. (e) In the absence or disability of the Secretary, who may the Assistant Secretaries, in the order designated by the Board of Managers, shall perform the duties of the Controller Secretary, and such duties as may be prescribed by shall have the Controller. Section 9full powers thereof. The officer designated by In no case shall any Assistant Secretary, without the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to express authorization and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of DirectorsManagers, have any responsibility for, or any duty or authority with respect to, the Executive Committeewithholding or payment of any federal, Chairman state or local taxes of the Board of Directors Company, or the President and the officer in charge preparation or filing of the department or division to which they are assignedany tax return.

Officers. Section 1The Management Committee members shall elect from among its members a Chairman, a President, a Vice President, a Secretary and a Treasurer. The Chairman Management Committee may elect or appoint such other officers as it may from time to time deem necessary and such officers need not be Members of the Board Company. Officers shall serve without compensation in addition to that which they may be entitled as an employee of Directors the Company. Each officer’s power and authority shall be subject to the limitations on the power and authority of the Management Committee. (The italicized paragraph above is an amendment to the Operating Agreement.) (a) The Chairman shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself Members and the Management Committee at which he or she is present. (b) The President shall be the chief executive officer of the Company. Section 2. The Vice Chairman , and shall: (1) be responsible for the general management of the Board of Directors shall preside at all meetings affairs of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall Company; (2) have the powers and duties pertaining usually incident to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall President; and (3) have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time or her by the Board of Directors Management Committee. In the absence of the Executive Chairman, the President shall preside at all meetings of Members and the Management Committee at which he or she is present, (c) At the request of the President, or in the absence or inability to act of the President, or if the President’s offices is vacant, the Vice President, unless otherwise determined by the Management Committee, shall perform all the duties and may exercise all the powers of the President. The Vice President shall have such other powers and shall perform such other duties as may be assigned to him or her by the Management Committee or the President. Section 8. There may be a Controller who (d) The Treasurer shall exercise have general supervision over the internal operations care and custody of the funds, securities, and other valuable effects of the Company and shall deposit the same or cause the same to be deposited in the name of the Company in such depositories as the Management Committee may designate; shall deal with the funds, securities and other effects of the Company as may be ordered by the Management Committee; shall have supervision over and cause to be kept accounts of all receipts, disbursements and other business transactions of the Company; shall, including accountingwhenever required by the Management Committee, and shall render or cause to the Board of Directors at appropriate times a report relating to the general condition and internal operations be rendered financial statements of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may ; shall have the power and perform the duties usually incident to the office of the Controller Treasurer; and shall have such other powers and perform such other duties as may be prescribed assigned to him or her by the ControllerManagement Committee or the President. Section 9. (e) The officer designated by Secretary shall act as Secretary of all meetings of the Board Members, and the Management Committee at which he or she is present; shall cause proper records of Directors the same to be in charge made; shall have supervision over the giving and serving of notices of the Audit Division of Company; shall exercise the Company with such title as powers and perform the Board of Directors shall prescribe, shall report to and be directly responsible only duties usually incident to the Board office of Directors. There Secretary; and shall be an Auditor exercise such other powers and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such other duties as may be prescribed assigned to him or her by the officer in charge of Management Committee or the Audit DivisionPresident. (f) Officers other than those listed and described in Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with 6.3 shall exercise such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company powers and who may perform such duties as may be prescribed assigned to them by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors Management Committee or the President and the officer in charge of the department or division to which they are assignedPresident.

Officers. Section 1. The Chairman officers of the Board corporation shall consist of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated desirable by the Board of Directors, shall carry into effect all legal directions a Chairman of the Board, a Vice-Chairman of the Board, an Executive Committee Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurer, and such other officers with such titles as the resolution of the Board of DirectorsDirectors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall at all times exercise general supervision over have such additional authority and duties as are incident to their office except to the interest, affairs and operations extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the Company corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform all such additional duties incident as the Board shall assign to his office. Section 5him. There Any officer may be one removed, with or more Vice Presidentswithout cause, however denominated by the Board of Directors, who . Any vacancy in any office may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them filled by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.of

Officers. Section 1The Officers shall be elected by a majority vote. Each Officer shall serve two (2) year terms until he or she is replaced by a subsequent election or until the effective date of his or her resignation. There shall be no term limits for elected Officers. Officers shall be elected at GIN’s first organizational meeting, which shall take place within 30 days of the commencement of GIN, and thereafter at the last regular meeting of a fiscal year in which elections are to be held. Officers shall serve until their successors have been chosen and begin their terms. The Chairman Board may from time to time establish other offices and may elect a Board member to serve in any of the Board newly established offices. An Officer may resign his or her office by giving the President written notice of Directors such resignation at least thirty (30) days in advance of the effective date of such resignation. In the event that an Officer resigns, dies, becomes disabled or is otherwise unable or unwilling to act, such Officer may be replaced by a majority vote. The President shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the other powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors as are set forth in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors Bylaws or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and other action of the Board of Directors, and . The Vice President shall at carry out all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman President during the absence or inability of the Board of Directors and/or the President to perform such duties and shall carry out such other powers and duties functions as may from time to time be are assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to President and/or the Board of Directors at appropriate times a report relating Directors. The Treasurer shall have charge and custody and shall be responsible for all funds and securities of the Network; receive and give all receipts of monies due and payable to the general condition Network from any source whatsoever; deposit all such monies in the name of Network in such banks, savings and internal operations of the Company. There may loan associations or other depositories as shall be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated selected by the Board of Directors to be in charge Directors; invest the funds of the Audit Division of the Company with Network as are not immediately required in such title investments as the Board of Directors shall prescribespecifically or generally select from time to time; and maintain the financial books and records of the Network; provided, however, that all investments of Network funds shall report be made only in those securities which may be purchased pursuant to Illinois law. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be directly responsible only assigned to him/her by the President and/or the Board of Directors. There shall be an Auditor Notwithstanding the duties and there may be responsibilities of the Treasurer herein provided, the Board of Directors by vote may, except as otherwise limited by law, delegate, wholly or in part, the responsibility for, and the regular or routine administration of, one or more Audit Officersof the Treasurer’s duties to one or more agents, however denominatedother officers, or employees of the Network who may perform all are not Directors. To the extent that the Board does delegate the duties of the Auditor and Treasurer, the Treasurer shall be released from such duties as may be prescribed by and responsibilities. The powers, duties, and compensation of any agents for the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as Treasurer shall be determined from time to time approved by the Board of Directors. The Secretary shall create and maintain a file of all minutes. The Secretary shall be designated as the custodian of the minutes. The Board of Directors by vote may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of the Secretary’s duties to one or more agents, other officers, or employees of the Network who shall ex officio hold are not Directors. Meetings of the office Assistant Secretary of this Company and who may perform such duties as Board may be prescribed called by its President or by any two Board members. Five (5) business days written notice, including electronic mail, of regular meetings of the Board shall be given to each Board member and an agenda specifying the subject(s) of any regular meeting shall accompany such notice. Emergency or Special Meetings may have shorter notice as otherwise provided by law. Unless otherwise agreed to by a Member and the Board, notice shall be mailed to the Member’s last known address, as listed in Appendix A. Business conducted at special meetings shall be limited to those items specified in the agenda. The time, date and location of regular meetings of the Board shall be determined by the officer in charge Board. A quorum shall consist of a majority of the department or division to whom they are assigned. Section 11Board. The powers and duties Once a quorum is established, a simple majority of all other officers of the Company those Board members in attendance shall be those usually pertaining sufficient to their respective officespass upon all matters, subject to unless otherwise specified herein or by the direction Bylaws of the Board of Directors. Each Member shall be entitled to one (1) vote on the Board of Directors. Proxy or absentee voting shall not be permitted. Board members may attend meetings in person or via telephone if a physical quorum is present at the meeting. The Board may establish rules governing its own conduct and procedure, consistent with the Executive Committee, Chairman Agreement and applicable laws and regulations. Minutes of all regular and special meetings of the Board of Directors or shall be kept in writing and sent to all Members and other service providers as may be deemed appropriate by the President and the officer in charge of the department or division to which they are assignedBoard.

Officers. Section 1. The Chairman officers of the Board corporation shall consist of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated desirable by the Board of Directors, shall carry into effect all legal directions a Chairperson of the Executive Committee and Board, a Vice-Chairperson of the Board of DirectorsBoard, and shall at all times exercise general supervision over the interestan Executive Vice-President, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice other Vice-Presidents, however denominated by one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Board of Directors, who may at any time perform all the duties of the Chairman resolution of the Board of Directors and/or the President and such other powers and duties choosing them shall designate. Except as may from time to time otherwise be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same provided in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or the President and the officer in charge Vice-Chairperson of the department Board, if any, need be a director. The same person may hold any number of offices, as the directors may determine. Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or division an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to which they are assignedsuch Secretary or Assistant Secretary. The Board of Directors may remove any officer, with or without cause. The Board of Directors may fill any vacancy in any office.

Officers. Section 1(a) The Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article III. All Officers named in this Agreement or elected or appointed pursuant to this Article III shall be responsible to, and subject to the authority and direction of, the Board of Managers in connection with matters over which the Board of Managers has authority. (b) The Chairman Board of Managers may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Class A Members and of the Board and shall have such further authority and powers of Managers and shall perform such other duties as may be prescribed by the Board of Directors may Managers from time to time confer time. (c) The Company may elect a Chief Executive Officer, who, if elected, shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board of Managers or if the office of Chairperson of the Board of Managers is vacant, shall also exercise such powers preside at meetings of the Class A Members and Board of Managers, shall see that all orders and resolutions of the Board of Managers are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person, is expressly delegated by this Agreement or the Board of Managers to some other Officer or agent of the Company or as may generally be delegated in the ordinary course of business, may maintain records of and certify proceedings of the Board of Managers and Class A Members, and shall perform such other duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him prescribed by the Board of Directors Managers. (d) The Company shall have a President, who shall be the chief operating officer of the Company, shall have authority to exercise the power of the Chief Executive Officer in his absence, and in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman Chairperson of the Board of Directors Managers and the Chief Executive Officer, or if both such offices are vacant, shall preside at meetings of the President as designated by the Class A Members and Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Managers. The Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company shall have a Treasurer, who, unless provided otherwise by the Board of DirectorsManagers, who may at any time perform shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the duties name of and to the credit of the Chairman Company, shall endorse for deposit all notes, checks, and drafts received by the Company, making proper vouchers therefor, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of DirectorsManagers, as well as the Committees thereofwhenever requested, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the Board of Managers or the President may be assigned to him prescribe from time to time. (f) The Company shall have a Secretary, who shall have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Class A Members. The Secretary shall keep the required records of the Company, when so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Class A Members, and shall perform such other duties and have such other powers as the Class A Members or the President may prescribe from time to time. (g) The Company may have additional Officers as determined by the Board of Directors of the Executive CommitteeManagers. Section 8. There may (h) No officer need be a Controller who shall exercise general supervision over the internal operations of the CompanyManager, including accountinga Member, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one Delaware resident or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controllera United States Citizen. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman of the Board of Directors shall preside at all meetings of the Board and shall have such further authority and powers and shall perform such duties as the Board of Directors may from time to time confer and direct. He shall also exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board. The Vice Chairman of the ------------------------------- Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in Directors. In the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The Chairman officers of the corporation shall be chosen by the Board of Directors shall preside at all meetings of the Board and shall have such further authority may include a president, a vice-president, a secretary and powers and shall perform such duties as the a treasurer. The Board of Directors may from time to time confer also choose additional vice-presidents, and directone or more assistant secretaries and assistant treasurers. He Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The Board of Directors may appoint such other officers and agents as it shall also deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors. Section 3. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. Section 5. The president shall be the chief executive officer of the corporation, who shall ex officio hold preside at all meetings of the office Assistant Secretary stockholders, shall have general and active management of this Company the business of the corporation and who may shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Section 7. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 8. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the officer in charge Board of Directors or president, under whose supervision he shall be. The secretary shall have custody of the department corporate seal of the corporation and the secretary, or division an assistant secretary, shall have authority to whom they are assignedaffix the same to any instrument requiring it and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary’s inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 11. The powers treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and duties shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all other officers transactions effected by, and of the Company shall be those usually pertaining to their respective officesfinancial condition of, subject to the direction of corporation. Section 12. If required by the Board of Directors, the Executive Committee, Chairman of treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors or for the President and the officer in charge faithful performance of the department duties of the office of treasurer and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or division removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to which they are assignedthe corporation. Section 13. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Officers. Section 1(a) The officers of the Company shall be a President, a Secretary and a Treasurer. In addition, the Governing Board may also elect a Chairman of the Board, one or more Vice Presidents (one or more of whom may be designated an Executive Vice President or a Senior Vice President), one or more Assistant Secretaries or Assistant Treasurers, and such other officers as it may from time to time deem advisable. Any number of offices, may be held by the same person. No officer except the Chairman of the Board need be a member of the Governing Board. (b) Each officer will be elected by the Governing Board and will hold office for such term, if any, as the Governing Board shall determine. Any officer may be removed at any time, either with or without cause, by the vote of a majority of the entire Governing Board. (c) Any officer may resign at any time by giving written notice to the Governing Board or to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, at the time of receipt of the notice, and the acceptance of such resignation shall not be necessary to make it effective. (d) The compensation of officers will be fixed by the Governing Board or in such manner as it may provide. (e) The Chairman of the Board of Directors Board, if any, shall preside at all meetings of the Member and of the Governing Board and shall will have such further authority and powers and shall perform such other duties as the Board of Directors may from time to time confer may be assigned to the Chairman of the Board by the Governing Board. (f) The President shall be the Chief Executive Officer of the Company, shall have general charge of management of the business and directaffairs of the Company, subject to the control of the Governing Board, and shall insure that all orders and resolutions of the Governing Board are carried into effect. He The President will preside over any meeting of the Member or the Governing Board at which the Chairman is not present. (g) The officers of the Company, other than the Chairman of the Board and the President, shall also exercise have such powers and perform such duties in the management of the property and affairs of the Company, subject to the control of the Governing Board and the President, as may customarily pertain to their respective offices in a Delaware corporation, as well as such powers and duties as from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the ControllerGoverning Board. Section 9(h) The Company may secure the fidelity of any or all of its officers or agents by bond or otherwise. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of DirectorsIn addition, the Executive CommitteeGoverning Board may require any officer, Chairman agent or employee to give security for the faithful performance of the Board of Directors or the President and the officer in charge of the department or division to which they are assignedhis duties.

Officers. Section 1. (a) The Chairman Officers of the Company, as such, shall have limited authority, and shall be subject to the provisions and limitations of this Article 6. (b) The Management Board may elect a Chairperson of the Board of Directors who, if elected, shall preside at all meetings of the Members and of the Management Board and shall have such further authority and powers and shall perform such other duties as may be prescribed by the Management Board of Directors may from time to time confer time. (c) The Company shall have a Chief Executive Officer, who shall have general active management of the business of the Company, and direct. He in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall also exercise such powers preside at meetings of the members and Management Board, shall see that all orders and resolutions of the Management Board are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement, or the Management Board to some other Officer or agent of the Company, may maintain records of and certify proceedings of the Management Board and Members, and shall perform such other duties as may from time to time be agreed upon between himself and prescribed by the President Management Board. (d) The Company shall have a President, who shall be the chief operating officer of the Company. Section 2. The Vice Chairman , shall have authority to exercise the power of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present Chief Executive Officer in his absence, and shall have such further authority and powers and shall perform such duties as the Board of Directors or the Chairman of the Board may from time to time confer and direct. Section 3. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in the absence of the Chairman Chairperson of the Board and the President Chief Executive Officer, or if both such offices are vacant, shall have the powers and duties preside at meetings of the Chairman of the Members and Management Board. Section 4. The Chairman of the Board of Directors or the President as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be also have one or more Vice Presidents, however denominated who shall have authority to exercise the power of the President in his absence. (e) The Company shall have a Treasurer, who, unless provided otherwise by the Board Management Board, shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the name of Directors, who may at any time perform all and to the duties credit of the Chairman Company in such banks and depositories as the Management Board shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Management Board, making proper vouchers therefore, shall disburse Company funds and issue checks and drafts in the name of the Board of Directors and/or Company as ordered by the Management Board, shall render to the President and such other powers and duties as may from time to time be assigned to them by the Board of DirectorsManagement Board, the Executive Committeewhenever requested, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes an account of all such meetings Officer's transactions as Chief Financial Officer and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the financial condition of the Company, and shall perform such other duties as the Management Board or the President may be assigned to him prescribe from time to time by the Board time. (f) The Company shall have a Secretary, who shall have primary responsibility to maintain records of Directors actions of, and whenever necessary, certify all proceedings of the Executive Committee. Section 8Members. There may be a Controller who The Secretary shall exercise general supervision over keep the internal operations required records of the Company, including accountingwhen so directed by the person or persons authorized to call such meetings, shall give or cause to be given notice of the meetings of the Members, and shall render perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) A Officer, as such, shall not be obligated to devote his or her full time to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division conduct of the Company with such title affairs, but shall devote only as much time as he or she deems necessary for the Board proper conduct thereof, and provided further, that nothing in this Agreement shall be deemed to restrict in any way the freedom of Directors shall prescribe, shall report a Officer to and be directly responsible only conduct any other businesses or activities whatsoever without any accountability to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit DivisionCompany. (h) The Company may have additional Officers as provided in Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned6.6. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. Section 1. The At the first meeting of calendar year 2023 (i.e., the Spring Board of Trustees meeting), a Chairman and a Secretary of the Board of Directors Trustees shall preside be elected as set forth herein for a term of two (2) years. For the 2023 election of officers, the officers of Chairman and Secretary must alternate being held by Employer Trustees and/or Union Trustees (i.e., if the Chairman was an Employer Trustee at all meetings the time of the Board 2023 election, then the Chairman must be a Union Trustee and if the Secretary was a Union Trustee, then the Secretary must be an Employer Trustee). The office of Chairman and Secretary shall have such further authority alternate being held by Employer Trustees and/or Union Trustees at the end of each successive two (2) year term thereafter. To appoint officers, Union Trustees and powers and Employer Trustees shall perform such duties as each convene a separate caucus for purposes of appointing the respective officers at the first meeting of each calendar year. Fifty-one percent (51%) of the Union Trustees appointed to serve on the Board of Directors Trustees and fifty-one percent (51%) of the Employer Trustees appointed to serve on the Board of Trustees must be present during the caucus to constitute a quorum for appointing an officer. All Union Trustees and Employer Trustees shall be given notice of the caucus and the right to participate in the caucus. Notice may be given by adding the appointment of officers to the Board of Trustees meeting agenda. The nomination and election procedure for each officer in each caucus shall follow the procedure in ▇▇▇▇▇▇’s Rules of Order, as amended and updated from time to time confer and direct. He shall also exercise such powers and perform such duties as may time, applicable to “Nominations from time to time be agreed upon between himself the Floor” and the President “Viva Voce” method of election. A record of the Company. Section 2. The Vice Chairman action taken in each caucus shall be recorded in the minutes of the Board of Directors Trustees, including a record of all Union Trustees and/or Employer Trustees, as applicable, who were in attendance. The respective officers shall preside continue to serve in their respective capacities until the first meeting of the calendar year during which the officer’s two (2) year term has expired (e.g., the Chairman and Secretary that are elected at all meetings the Spring 2023 meeting shall serve until the first meeting of calendar year 2025). A vacancy in either position shall be appointed by Union Trustees or Employer Trustees, as applicable, as soon as administratively possible. If the vacancy occurs before a meeting of the Board of Directors at which Trustees, then the Chairman Union Trustees and/or Employer Trustees, as applicable, shall convene a caucus for the purpose of the Board shall not be present and shall have such further authority and powers and shall perform such duties as the Board nominating a successor officer to fill term of Directors or the Chairman of the Board may from time to time confer and direct. Section 3his/her predecessor. The President caucus shall have be held by telephone or by other electronic platform that permits the powers and duties pertaining caucus to discuss the office appointment of the President conferred or imposed upon him by statute or assigned to him by the Board officers. A record of Directors in the absence of the Chairman of the Board the President shall have the powers and duties of the Chairman of the Board. Section 4. The Chairman any action taken outside a meeting of the Board of Directors or Trustees shall be recorded in the President as designated by minutes of the next Board of Directors, shall carry into effect all legal directions Trustees following the filling of the Executive Committee vacancy. If the Chairman and Secretary are both absent from a meeting of the Board of DirectorsTrustees, then the Employer Trustees and Union Trustees, as applicable, shall at all times exercise general supervision over convene a caucus to name a pro tem Chairman and pro tem Secretary to serve in the interest, affairs and operations respective capacities for the duration of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6meeting. The pro tem Chairman and pro tem Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording be selected from the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio respective appointing authorities that hold the office Assistant Secretary of this Company Chairman and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assignedSecretary. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.

Officers. (a) The officers of the Company (the -------- "Officers") shall consist of a Chief Executive Officer, a Chief Financial Officer, and such other officers, including Vice Presidents, Treasurers, Assistant Treasurers, Secretaries, and Assistant Secretaries as the Board of Directors shall deem necessary from time to time. Each officer shall hold office until such officer resigns or is removed. (b) The Board of Directors shall by Supermajority Board Approval in accordance with Section 13.2(b) appoint all Principal Executive Officers. The Chairman Any Director may at any time call a special meeting of the Board of Directors to vote upon the dismissal of any Principal Executive Officer if such Director, in his or her reasonable business judgment (or the reasonable business judgment of the Shareholder appointing such Director), believes that such Principal Executive Officer should be dismissed. Following any such dismissal, the succeeding Principal Executive Officer shall preside at be selected by Supermajority Board Approval in accordance with the provisions of Section 3.2(b). (c) The Chief Executive Officer shall be the primary operating officer of the Company and shall be responsible for the general and executive management and daily administration of the operations and business of the Company in accordance with the terms and conditions of this Agreement, the Business Plan then in effect, the Construction Budget, the Operating Budget then in effect and the Memorandum of Association of the Company, including decisions as to timing and delivery of Capital Call Notices in accordance with Section 2.7 (but subject to Section 3.2(b)). The Chief Executive Officer shall also carry into effect all meetings orders and resolutions of the Board of Directors. (d) The Chief Financial Officer shall, subject to the terms and conditions hereof, oversee and be responsible for financial matters pertaining to the Company and its obligations under this Agreement, shall have oversee the preparation of financial statements for the Company and its related obligations to the Shareholders and discharge such further authority and powers and shall perform such other duties as the Board of Directors are set forth herein or as may from time to time confer and directbe delegated to the Chief Financial Officer by the Board of Directors or the Chief Executive Officer. He The Chief Financial Officer shall also exercise such powers and perform present reports on the financial condition of the Company from time to time to the Chief Executive Officer and, upon request of any Director, at the specified meeting of the Board of Directors. (e) All other officers shall have such duties as may from time to time be agreed upon between himself and the President of the Company. Section 2. The Vice Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which the Chairman of the Board shall not be present and shall have such further authority and powers and shall perform such duties as delegated to them by the Board of Directors or the Chairman of the Board may from time to time confer and directChief Executive Officer. Section 3. (f) The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute or assigned to him by the Board of Directors in may establish and fund a compensation plan for the absence of Chief Executive Officer, the Chairman of Chief Financial Officer and other officers specified by the Board the President shall have the powers Chief Executive Officer and duties of the Chairman of the Board. Section 4. The Chairman of the Board of Directors or the President as designated approved by the Board of Directors. Such plan shall provide for such compensation of such officers, including any signing bonuses, base salary, incentive bonuses and severance, as shall carry into effect all legal directions of the Executive Committee and of the Board of Directors, and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. There may be one or more Vice Presidents, however denominated determined by the Board of Directors, who may at any time perform all the duties of the Chairman of the Board of Directors and/or the President and such other powers and duties as may from time to time be assigned to them by the Board of Directors, the Executive Committee, the Chairman of the Board or the President and by the officer in charge of the department or division to which they are assigned. Section 6. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the Committees thereof, to the keeping of accurate minutes of all such meetings and to recording the same in the minute books of the Company. In addition to the other notice requirements of these By-Laws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any other meeting. He shall have custody of the corporate seal and shall affix the same to any documents requiring such corporate seal and to attest the same. Section 7. The Treasurer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all the transactions of the Company. He shall have general supervision of the expenditures of the Company and shall report to the Board of Directors at each regular meeting of the condition of the Company, and perform such other duties as may be assigned to him from time to time by the Board of Directors of the Executive Committee. Section 8. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors at appropriate times a report relating to the general condition and internal operations of the Company. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. The officer designated by the Board of Directors to be in charge of the Audit Division of the Company with such title as the Board of Directors shall prescribe, shall report to and be directly responsible only to the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Division. Section 10. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office Assistant Secretary of this Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to whom they are assigned. Section 11. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, Chairman of the Board of Directors or the President and the officer in charge of the department or division to which they are assigned.