Common use of Charter and Bylaws; Directors and Officers Clause in Contracts

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation, as amended, of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws of the Company, as amended (the "Company Bylaws"), as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter and the DGCL.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the "“Company Charter"”), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH 4 of the Company Charter reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." ” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the "“Company Charter"”), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." ” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Third Restated Certificate of Incorporation, as amended, of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be amended so that (i) Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." ". As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-Amended and Restated laws of the Company, as amended Company (the "Company Bylaws"), as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter and the DGCLCharter.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Certificate Articles of Incorporation, as amended, Incorporation of the Company (the "“Company Charter"”), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter Fourteenth is deleted and so that Article Fourth reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.0001 par value $.01 per sharevalue." ” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable lawLaw. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Third Restated Certificate of Incorporation, as amended, of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be amended so that (i) Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.01 per share." ". As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the Amended and Restated By-laws of the Company, as amended Company (the "Company Bylaws"), as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter and the DGCLCharter.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Fifth Amended and Restated Certificate of Incorporation, as amended, of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be become the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation, as amended, Incorporation of the Company (the "Company Charter")Company, as in effect immediately prior to the Effective Time, shall be amended so that (i) Article FOURTH 4 of the Company Charter such Certificate of Incorporation reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 100 shares of Common Stock, par value $.01 per share." and (ii) Articles 8 and 9 of such Certificate of Incorporation are deleted. As so amended, such Certificate of Incorporation of the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Restated Bylaws of the Company, as amended (the "Company Bylaws"), as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the Company Charter and the DGCLCertificate of Incorporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation, as amended, of the Company (the "Company Charter"), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter IV reads in its entirety as follows: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.

Charter and Bylaws; Directors and Officers. (a) At the Effective Time, the Amended and Restated Certificate of Incorporation, as amended, of the Company (the "“Company Charter"”), as in effect immediately prior to the Effective Time, shall be amended so that Article FOURTH of the Company Charter IV reads in its entirety as follows: "“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value $.01 per sharevalue." ” As so amended, the Company Charter shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. At the Effective Time, the By-laws Bylaws of the Company, as amended (the "Company Bylaws")Sub, as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by in the Company Charter and Certificate of Incorporation of the DGCLSurviving Corporation.