6. Election of Directors. Unless and except to the extent that the Bylaws of theCorporation (the “By-laws”) shall so require, the election of directors of the Corporation need notbe by written ballot.     7. Limitation of Liability. To the fullest extent permitted under the General CorporationLaw, as amended from time to time, no director of the Corporation shall be personally liable to theCorporation or its stockholders for monetary damages for breach of fiduciary duty as a director.     Any amendment, repeal or modification of the foregoing provision shall not adversely affect anyright or protection of a director of the Corporation hereunder in respect of any act or omissionoccurring prior to the time of such amendment, repeal or modification.     8. Indemnification.          8.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to thefullest extent permitted by applicable law as it presently exists or may hereafter be amended, anyperson (a “Covered Person”) who was or is party or is threatened to be made a party or is otherwiseinvolved in any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she,or a person for whom he or she is the legal representative, is or was a director or officer of theCorporation or, while a director or officer of the Corporation, is or was serving at the request ofthe Corporation as a director, officer, employee or agent of another entity or enterprise,including service with respect to employee benefit plans, against all liability and loss sufferedand expenses (including attorneys’ fees) reasonably incurred by such Covered Person.Notwithstanding the preceding sentence, except as otherwise provided in Section
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8.3. the Corporation shall be required to indemnify a Covered Person in connection with aProceeding (or part thereof) commenced by such Covered Person only if the commencement of suchProceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of theCorporation (the “Board”).          8.2 Prepayment of Expenses. To the extent prohibited by applicable law, the Corporationshall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending anyProceeding in advance of its final disposition, provided, however, that, to theextent required by applicable law, such payment of expenses in advance of the final disposition ofthe Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay allamounts advanced if it should be ultimately determined that the Covered Person is not entitled tobe indemnified under this Article 8 or otherwise.          8.3 Claims. If a claim for indemnification or advancement of expenses under this Article 8is not paid in full within 30 days after a written claim therefor by the Covered Person has beenreceived by the Corporation, the Covered Person may file suit to recover the unpaid amount of suchclaim and, if successful in whole or in part, shall be entitled to be paid the expense ofprosecuting such claim. In any such action the Corporation shall have the burden of proving thatthe Covered Person is not entitled to the requested indemnification or advancement of expensesunder applicable law.          8.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8shall not be exclusive of any other rights that such Covered Person may have or hereafter acquireunder any statute, provision of this
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Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinteresteddirectors or otherwise.          8.5 Other Sources. The Corporation’s obligation, if any, to indemnify or to advanceexpenses to any Covered Person who was or is serving at its request as a director, officer,employee or agent of another entity or enterprise shall be reduced by any amount such CoveredPerson may collect as indemnification or advancement of expenses from such other entity orenterprise.          8.6 Amendment or Repeal. Any repeal or amendment of the foregoing provisions of thisArticle 8 shall not adversely affect any right or protection hereunder of any Covered Person inrespect of any act or omission occurring prior to the time of such repeal or amendment.          8.7 Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit theright of the Corporation, to the extent and in the manner permitted by applicable law, toindemnify and to advance expenses to persons other than Covered Persons when and as authorized byappropriate corporate action.     9. Section 203 of the General Corporation Law. The Corporation expressly elects not to begoverned by Section 203 of the General Corporation Law.     10. Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation ofthe powers conferred by the laws of the State of Delaware, the Board is expressly authorized toadopt, amend or repeal the By-laws of the Corporation, subject to the power of the stockholders ofthe Corporation to alter or repeal any By-law whether adopted by them or otherwise.     11. Powers of Incorporator, The powers of the incorporator are to terminate upon the filingof this Certificate of Incorporation with the Secretary of State of
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the State of Delaware, The names and mailing addresses of the persons who are to serve as theinitial directors of the Corporation, or until their successors are duly elected and qualified,are:   Name Mailing AddressTravis Nelson c/o TowerBrook Capital Partners L.P.     430 Park Avenue, 6th Floor     New York, New York 10022Glenn Miller c/o TowerBrook Capital Partners L.P.     430 Park Avenue, 6th Floor     New York, New York 10022     11. Certificate Amendments. The Corporation reserves the right at any time, and from timeto time, to amend, alter, change or repeal any provision contained in this Certificate ofIncorporation, and add other provisions authorized by the laws of the State of Delaware at the timein force, in the manner now or hereafter prescribed by applicable law; and all rights, preferencesand privileges of whatsoever nature conferred upon stockholders, directors or any other personswhomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafteramended are granted subject to the rights reserved in this article.     WITNESS the signature of this Certificate of Incorporation this 5th day ofAugust, 2008.       /s/ Stacy F. McDonald  Stacy F. McDonald, Incorporator    
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          *State of Delaware*  *Secretary of State*  *Division of Corporations*  *Delivered 04:12 PM 03/11/2011*  *FILED 03:54 PM 03/11/2011*  *SRV 110290084 — 4584231 FILE*CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE