TABLE OF CONTENTS       Page ARTICLE 1 DEFINITIONS  1 ARTICLE 2 STOCKHOLDERS  2 ARTICLE 3 DIRECTORS  7 ARTICLE 4 COMMITTEES OF THE BOARD  9 ARTICLE 5 OFFICERS  9 ARTICLE 6 INDEMNIFICATION  11 ARTICLE 7 GENERAL PROVISIONS  13 
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ARTICLE IDEFINITIONS          As used in these By-laws, unless the context otherwise requires, the term:          1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.          1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.          1.3 “Board” means the Board of Directors of the Corporation.          1.4 “By-laws” means the By-laws of the Corporation, as amended.          1.5 “Certificate of Incorporation” means the Certificate of Incorporation of the Corporation,as amended.          1.6 “Chairman” means the Chairman of the Board of Directors of the Corporation.          1.7 “Chief Executive Officer” means the Chief Executive Officer of the Corporation.          1.8 “Chief Financial Officer” means the Chief Financial Officer of the Corporation.          1.9 “Corporation” means Broadlane Intermediate Holdings, Inc.          1.10 “DGCL” means the General Corporation Law of the State of Delaware, as amended.          1.11 “Directors” means the directors of the Corporation.          1.12 “law” means any U.S. or non-U.S., federal, state or local law (statutory, common orotherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction,judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by agovernmental authority (including any department, court, agency or official, or non-governmentalself-regulatory organization, agency or authority and any political subdivision or instrumentalitythereof).          1.13 “Office of the Corporation” means the executive office of the Corporation, anything inSection 131 of the DGCL to the contrary notwithstanding.          1.14 “President” means the President of the Corporation.
 

 
          1.15 “Secretary” means the Secretary of the Corporation.          1.16 “Stockholders” means the stockholders of the Corporation.          1.17 “Treasurer” means the Treasurer of the Corporation.          1.18 “Vice President” means a Vice President of the Corporation.ARTICLE 2STOCKHOLDERS          2.1 Place of Meetings. Meetings of Stockholders may be held at such place or solely bymeans of remote communication or otherwise, as may be designated by the Board from time to time.          2.2 Annual Meeting. A meeting of Stockholders for the election of Directors and otherbusiness shall be held annually at such date and time as may be designated by the Board from timeto time.          2.3 Special Meetings. Special meetings of Stockholders may be called at any time bythe Board and may not be called by any other person or persons. Business transacted at any specialmeeting of Stockholders shall be limited to the purposes stated in the notice.          2.4 Record Date. (A) For the purpose of determining the Stockholders entitled tonotice of or to vote at any meeting of Stockholders or any adjournment thereof, unless otherwiserequired by the Certificate of Incorporation or applicable law, the Board may fix a record date,which record date shall not precede the date on which the resolution fixing the record date wasadopted by the Board and shall not be more than 60 or less than ten days before the date of suchmeeting. For the purposes of determining the Stockholders entitled to express consent to corporateaction in writing without a meeting, unless otherwise required by the Certificate of Incorporationor applicable law, the Board may fix a record date, which record date shall not precede the date onwhich the resolution fixing the record date was adopted by the Board and shall not be more than tendays after the date on which the record date was fixed by the Board. For the purposes ofdetermining the Stockholders entitled to receive payment of any dividend or other distribution orallotment of any rights, exercise any rights in respect of any change, conversion or exchange ofstock or take any other lawful action, unless otherwise required by the Certificate ofIncorporation or applicable law, the Board may fix a record date, which record date shall notprecede the date on which the resolution fixing the record date was adopted by the Board and shallnot be more than 60 days prior to such action.          (B) If no such record date is fixed:
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               (i) The record date for determining Stockholders entitled to notice of or to vote at a meetingof Stockholders shall be at the close of business on the day next preceding the day on which noticeis given or, if notice is waived, at the close of business on the day next preceding the day onwhich the meeting is held;               (ii) The record date for determining Stockholders entitled to express consent to corporateaction in writing without a meeting (unless otherwise provided in the Certificate ofIncorporation), when no prior action by the Board is required by applicable law, shall be the firstday on which a signed written consent setting forth the action taken or proposed to be taken isdelivered to the Corporation in accordance with applicable law; and when prior action by the Boardis required by applicable law, the record date for determining Stockholders entitled to expressconsent to corporate action in writing without a meeting shall be at the close of business on thedate on which the Board takes such prior action; and               (iii) When a determination of Stockholders of record entitled to notice of or to vote at anymeeting of Stockholders has been made as provided in this Section 2.4, such determination shallapply to any adjournment thereof unless the Board fixes a new record date for the adjournedmeeting.          2.5 Notice of Meetings of Stockholders. Whenever under the provisions of applicablelaw, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted totake any action at a meeting, notice shall be given stating the place, if any, date and hour of themeeting, the means of remote communication, if any, by which Stockholders and proxy holders may bedeemed to be present in person and vote at such meeting, and, in the case of a special meeting, thepurposes for which the meeting is called. Unless otherwise provided by these By-laws or applicablelaw, notice of any meeting shall be given, not less than ten nor more than 60 days before the dateof the meeting, to each Stockholder entitled to vote at such meeting. If mailed, such notice shallbe deemed to be given when deposited in the U.S. mail, with postage prepaid, directed to theStockholder at his or her address as it appears on the records of the Corporation. An affidavit ofthe Secretary, an Assistant Secretary or the transfer agent of the Corporation that the noticerequired by this Section 2.5 has been given shall, in the absence of fraud, be prima facie evidenceof the facts stated therein. If a meeting is adjourned to another time or place, notice need not begiven of the adjourned meeting if the time and place thereof are announced at the meeting at whichthe adjournment is taken. Any business that might have been transacted at the meeting as originallycalled may be transacted at the adjourned meeting. If, however, the adjournment is for more than 30days or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.          2.6 Waivers of Notice. Whenever the giving of any notice to Stockholders is requiredby applicable law, the Certificate of Incorporation or these By-laws, a waiver thereof, given by theperson entitled to said notice, whether before or after the event as to which such notice isrequired, shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting shallconstitute a waiver of notice of such
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meeting except when the Stockholder attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business on the ground that the meeting has notbeen lawfully called or convened. Neither the business to be transacted at, nor the purposes of,any regular or special meeting of the Stockholders need be specified in any waiver of notice.          2.7 List of Stockholders. The Secretary shall prepare and make, at least ten daysbefore every meeting of Stockholders, a complete, alphabetical list of the Stockholders entitled tovote at the meeting, and showing the address of each Stockholder and the number of sharesregistered in the name of each Stockholder. Such list may be examined by any Stockholder, at theStockholder’s expense, for any purpose germane to the meeting, for a period of at least ten daysprior to the meeting, during ordinary business hours at the principal place of business of theCorporation or on a reasonably accessible electronic network as provided by applicable law. If themeeting is to be held at a place, the list shall also be produced and kept at the time and place ofthe meeting during the whole time thereof and may be inspected by any Stockholder who is present.If the meeting is held solely by means of remote communication, the list shall also be open forinspection as provided by applicable law. Except as provided by applicable law, the stock ledgershall be the only evidence as to who are the Stockholders entitled to examine the list ofStockholders or to vote in person or by proxy at any meeting of Stockholders.          2.8 Quorum of Stockholders; Adjournment. Except as otherwise provided by theseBy-laws, at each meeting of Stockholders, the presence in person or by proxy of the holders of amajority of the voting power of all outstanding shares of stock entitled to vote at the meeting ofStockholders, shall constitute a quorum for the transaction of any business at such meeting. In theabsence of a quorum, the holders of a majority in voting power of the shares of stock present inperson or represented by proxy at any meeting of Stockholders, including an adjourned meeting, mayadjourn such meeting to another time and place. Shares of its own stock belonging to theCorporation or to another corporation, if a majority of the shares entitled to vote in the electionof Directors of such other corporation is held, directly or indirectly, by the Corporation, shallneither be entitled to vote nor be counted for quorum purposes; provided, however, that theforegoing shall not limit the right of the Corporation to vote stock, including but not limited toits own stock, held by it in a fiduciary capacity.          2.9 Voting; Proxies. At any meeting of Stockholders, all matters other than theelection of directors, except as otherwise provided by the Certificate of Incorporation, theseBy-laws or any applicable law, shall be decided by the affirmative vote of a majority in votingpower of shares of stock present in person or represented by proxy and entitled to vote thereon. Atall meetings of Stockholders for the election of Directors, a plurality of the votes cast shall besufficient to elect. Each Stockholder entitled to vote at a meeting of Stockholders or to expressconsent or dissent to corporate action in writing without a meeting may authorize another person orpersons to act for such Stockholder by proxy but no such proxy shall be voted or acted upon afterthree years from its date, unless the proxy provides for a longer period. A proxy shall be
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irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with aninterest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy thatis not irrevocable by attending the meeting and voting in person or by delivering to the Secretarya revocation of the proxy or by delivering a new proxy bearing a later date.          2.10 Voting Procedures and Inspectors at Meetings of Stockholders. The Board, inadvance of any meeting of Stockholders, may appoint one or more inspectors, who may be employees ofthe Corporation, to act at the meeting and make a written report thereof. The Board may designateone or more persons as alternate inspectors to replace any inspector who fails to act. If noinspector or alternate is able to act at a meeting, the person presiding at the meeting may appointone or more inspectors to act at the meeting. Each inspector, before entering upon the discharge ofhis or her duties, shall take and sign an oath faithfully to execute the duties of inspector withstrict impartiality and according to the best of his or her ability. The inspectors shall (A)ascertain the number of shares outstanding and the voting power of each, (B) determine the sharesrepresented at the meeting and the validity of proxies and ballots, (C) count all votes andballots, (D) determine and retain for a reasonable period a record of the disposition of anychallenges made to any determination by the inspectors and (E) certify their determination of thenumber of shares represented at the meeting and their count of all votes and ballots. Theinspectors may appoint or retain other persons or entities to assist the inspectors in theperformance of their duties. Unless otherwise provided by the Board, the date and time of theopening and the closing of the polls for each matter upon which the Stockholders will vote at ameeting shall be determined by the person presiding at the meeting and shall be announced at themeeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be acceptedby the inspectors after the closing of the polls unless the Court of Chancery of the State ofDelaware upon application by a Stockholder shall determine otherwise. In determining the validityand counting of proxies and ballots cast at any meeting of Stockholders, the inspectors mayconsider such information as is permitted by applicable law. No person who is a candidate foroffice at an election may serve as an inspector at such election.          2.11 Conduct of Meetings; Adjournment. The Board may adopt such rules and proceduresfor the conduct of Stockholder meetings as it deems appropriate. At each meeting of Stockholders,the President or, in the absence of the President, the Chairman or, if there is no Chairman or ifthere be one and the Chairman is absent, a Vice President and, in case more than one Vice Presidentshall be present, that Vice President designated by the Board (or in the absence of any suchdesignation, the most senior Vice President present), shall preside over the meeting. Except to theextent inconsistent with the rules and procedures as adopted by the Board, the person presidingover the meeting of Stockholders shall have the right and authority to convene, adjourn andreconvene the meeting from time to time, to prescribe such additional rules and procedures and todo all such acts as, in the judgment of such person, are appropriate for the proper conduct of themeeting. Such rules and procedures, whether adopted by the Board or prescribed by the personpresiding over the meeting, may include, (A) the establishment of an agenda or order of businessfor the meeting, (B) rules and procedures for maintaining order at the
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meeting and the safety of those present, (C) limitations on attendance at or participation inthe meeting to Stockholders of record of the Corporation, their duly authorized and constitutedproxies or such other persons as the person presiding over the meeting shall determine, (D)restrictions on entry to the meeting after the time fixed for the commencement thereof and (E)limitations on the time allotted to questions or comments by participants. The person presidingover any meeting of Stockholders, in addition to making any other determinations that may beappropriate to the conduct of the meeting, may determine and declare to the meeting that a matteror business was not properly brought before the meeting and if such presiding person should sodetermine, he or she shall so declare to the meeting and any such matter or business not properlybrought before the meeting shall not be transacted or considered. Unless and to the extentdetermined by the Board or the person presiding over the meeting, meetings of Stockholders shallnot be required to be held in accordance with the rules of parliamentary procedure. The Secretaryor, in his or her absence, one of the Assistant Secretaries, shall act as secretary of the meeting.If none of the officers above designated to act as the person presiding over the meeting or assecretary of the meeting shall be present, a person presiding over the meeting or a secretary ofthe meeting, as the case may be, shall be designated by the Board and, if the Board has not soacted, in the case of the designation of a person to act as secretary of the meeting, designated bythe person presiding over the meeting.          2.12 Order of Business. The order of business at all meetings of Stockholdersshall be as determined by the person presiding over the meeting.          2.13 Written Consent of Stockholders Without a Meeting. Any action to be taken atany annual or special meeting of Stockholders may be taken without a meeting, without prior noticeand without a vote, if a consent or consents in writing, setting forth the action to be so taken,shall be signed by the holders of outstanding stock having not less than the minimum number ofvotes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted and shall be delivered (by hand or by certified orregistered mail, return receipt requested) to the Corporation by delivery to its registered officein the State of Delaware, its principal place of business or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of Stockholders are recorded. Everywritten consent shall bear the date of signature of each Stockholder who signs the consent, and nowritten consent shall be effective to take the corporate action referred to therein unless, within60 days of the earliest dated consent delivered in the manner required by this Section 2.13,written consents signed by a sufficient number of holders to take action are delivered to theCorporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting byless than unanimous written consent shall, to the extent required by applicable law, be given tothose Stockholders who have not consented in writing, and who, if the action had been taken at ameeting, would have been entitled to notice of the meeting if the record date for such meeting hadbeen the date that written consents signed by a sufficient number of holders to take the actionwere delivered to the Corporation.
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ARTICLE 3DIRECTORS          3.1 General Powers. The business and affairs of the Corporation shall be managed by orunder the direction of the Board. The Board may adopt such rules and procedures, not inconsistentwith the Certificate of Incorporation, these By-laws or applicable law, as it may deem proper forthe conduct of its meetings and the management of the Corporation.          3.2 Number; Term of Office. The Board shall consist of one or more members, the numberthereof to be determined from time to time by the Board. Directors need not be Stockholders of theCorporation. Unless otherwise provided in the Certificate of Incorporation or in these By-laws, thenumber of Directors that shall constitute the whole Board may be increased or decreased from timeto time by resolution of the Board. Each Director shall hold office until a successor is dulyelected and qualified or until the Director’s earlier death, resignation, disqualification orremoval.          3.3 Newly Created Directorships and Vacancies. Any newly created directorshipsresulting from an increase in the authorized number of Directors and any vacancies occurring in theBoard, may be filled by the affirmative votes of a majority of the remaining members of the Board,although less than a quorum. A Director so elected shall be elected to hold office until theearlier of the expiration of the term of office of the Director whom he or she has replaced, asuccessor is elected and qualified or the Director’s death, resignation or removal. In lieu offilling any vacancy, the Board may by resolution reduce the number of Directors, except asotherwise provided by the Certificate of Incorporation.          3.4 Removal. To the extent permitted by the DGCL or other applicable law, a Directormay be removed from office with or without cause by the affirmative vote of a majority of theshares entitled to vote in an election of Directors.          3.5 Resignation. Any Director may resign at any time by notice given in writing or byelectronic transmission to the Corporation. Such resignation shall take effect at the date ofreceipt of such notice or at such later time as is therein specified..          3.6 Regular Meetings. Regular meetings of the Board may be held without notice at suchtimes and at such places as may be determined from time to time by the Board or its Chairman.          3.7 Special Meetings. Special meetings of the Board may be held at such times and atsuch places as may be determined by the Chairman or the President on at least 24 hours’ notice toeach Director given by one of the means specified in Section 3.10 hereof other than by mail or onat least three days’ notice if given by mail. Special meetings shall be called by the Chairman,President or Secretary in like manner and on like notice on the written request of any two or moreDirectors.
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          3.8 Telephone Meetings. Board or Board committee meetings may be held by means oftelephone conference or other communications equipment by means of which all persons participatingin the meeting can hear each other. Participation by a Director in a meeting pursuant to thisSection 3.8 shall constitute presence in person at such meeting.          3.9 Adjourned Meetings. A majority of the Directors present at any meeting of theBoard, including an adjourned meeting, whether or not a quorum is present, may adjourn andreconvene such meeting to another time and place. At least 24 hours’ notice of any adjournedmeeting of the Board shall be given to each Director whether or not present at the time of theadjournment, if such notice shall be given by one of the means specified in Section 3.1 0 hereofother than by mail, or at least three days’ notice if by mail. Any business may be transacted at anadjourned meeting that might have been transacted at the meeting as originally called.          3.10 Notice Procedure. Subject to Sections 3.7 and 3.11 hereof, whenever notice isrequired to be given to any Director by applicable law, the Certificate of Incorporation or theseBy-laws, such notice shall be deemed given effectively if given in person or by telephone, mailaddressed to such Director at such Director’s address as it appears on the records of theCorporation, telegram, telecopy or by other means of electronic transmission.          3.11 Waiver of Notice. Whenever the giving of any notice to Directors is required byapplicable law, the Certificate of Incorporation or these By-laws, a waiver thereof, given by theDirector entitled to the notice, whether before or after such notice is required, shall be deemedequivalent to notice. Attendance by a Director at a meeting shall constitute a waiver of notice ofsuch meeting except when the Director attends a meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business on the ground that the meeting wasnot lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special Board or committee meeting need be specified in any waiver of notice.          3.12 Organization. At each meeting of the Board, the Chairman or, in his or herabsence, another Director selected by the Board shall preside. The Secretary shall act as secretaryat each meeting of the Board. If the Secretary is absent from any meeting of the Board, anAssistant Secretary shall perform the duties of secretary at such meeting; and in the absence fromany such meeting of the Secretary and all Assistant Secretaries, the person presiding at themeeting may appoint any person to act as secretary of the meeting.          3.13 Quorum of Directors. The presence of a majority of the Board shall be necessaryand sufficient to constitute a quorum for the transaction of business at any meeting of the Board.          3.14 Action by Majority Vote. Except as otherwise expressly required by theseBy-laws or the Certificate of Incorporation, the vote of a majority of the Directors present at ameeting at which a quorum is present shall be the act of the Board.
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          3.15 Action Without Meeting. Unless otherwise restricted by these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board or of any committee thereof may betaken without a meeting if all Directors or members of such committee, as the case may be, consentthereto in writing or by electronic transmission, and the writings or electronic transmissions arefiled with the minutes of proceedings of the Board or committee.ARTICLE 4COMMITTEES OF THE BOARD          The Board may designate one or more committees, each committee to consist of one or more ofthe Directors of the Corporation. The Board may designate one or more Directors as alternatemembers of any committee, who may replace any absent or disqualified member at any meeting of suchcommittee. If a member of a committee shall be absent from any meeting, or disqualified from votingthereat, the remaining member or members present at the meeting and not disqualified from voting,whether or not such member or members constitute a quorum, may, by a unanimous vote, appointanother member of the Board to act at the meeting in the place of any such absent or disqualifiedmember. Any such committee, to the extent permitted by applicable law, shall have and may exerciseall the powers and authority of the Board in the management of the business and affairs of theCorporation and may authorize the seal of the Corporation to be affixed to all papers that mayrequire it to the extent so authorized by the Board. Unless the Board provides otherwise, at allmeetings of such committee, a majority of the then authorized members of the committee shallconstitute a quorum for the transaction of business, and the vote of a majority of the members ofthe committee present at any meeting at which there is a quorum shall be the act of the committee.Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise,each committee designated by the Board may make, alter and repeal rules and procedures for theconduct of its business. In the absence of such rules and procedures each committee shall conductits business in the same manner as the Board conducts its business pursuant to ARTICLE 3.ARTICLE 5OFFICERS          5.1 Positions; Qualification. The officers of the Corporation shall be aPresident, a Secretary, a Treasurer and any other officers, including, without limitation, a ChiefExecutive Officer, Chief Financial Officer, and one or more Vice Presidents (including ExecutiveVice Presidents or Senior Vice Presidents), Assistant Vice Presidents,, Assistant Treasurers andAssistant Secretaries, as the Board may elect from time to time, who shall exercise such powers andperform such duties as shall be determined by the Board from time to time. Any number of officesmay be held by the
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same person. No officer need be a Stockholder or a Director. Any officer may be required bythe Board to give a bond for the faithful performance of such officer’s duties in such amount andwith such sureties as the Board may determine.          5.2 Term of Office. Each officer of the Corporation shall hold office until suchofficer’s successor is elected and qualifies or until such officer’s earlier death, resignation orremoval. Any officer may resign at any time upon written notice to the Corporation. Suchresignation shall take effect at the date of receipt of such notice or at such later time as istherein specified. The resignation of an officer shall be without prejudice to the contract rightsof the Corporation, if any. Any officer may be removed at any time with or without cause by theBoard. Any vacancy occurring in any office of the Corporation may be filled by the Board. Theelection or appointment of an officer shall not of itself create contract rights.          5.3 Chairman. The Chairman, if one is elected and then in office, shall preside, whenpresent, at all meetings of the Board and shall exercise such powers and perform such other dutiesas shall be determined from time to time by the Board.          5.4 Chief Executive Officer. The Chief Executive Officer, if one is elected, shallhave such powers and shall perform such duties as the Board may from time to time designate.          5.5 President. The President shall, subject to the direction of the Board and theChief Executive Officer, have general supervision over the business of the Corporation and otherduties incident to the office of President, and any other duties as may from time to time beassigned to the President by the Board. If there is no Chairman, the President shall preside, whenpresent, at all meetings of stockholders and the Board.          5.6 Vice Presidents. Vice Presidents (including Executive Vice Presidents or SeniorVice Presidents) and Assistant Vice Presidents shall have such powers and perform such duties thatmay from time to time be assigned by the President or the Board.          5.7 Chief Financial Officer. The Chief Financial Officer, if one is elected, shallhave such powers and shall perform such duties as the Board may from time to time designate.          5.8 Secretary and Assistant Secretaries. The Secretary shall attend all meetings ofthe Board and of the Stockholders, record all the proceedings of the meetings of the Board and ofthe Stockholders in a book to be kept for that purpose and perform like duties for committees ofthe Board, when required. In the absence of the Secretary from any such meeting, an AssistantSecretary, or if such person is absent, a temporary secretary chosen at the meeting, shall recordthe proceedings thereof. The Secretary shall give, or cause to be given, notice of all specialmeetings of the Board and of the Stockholders and perform such other duties as may be prescribed bythe Board or by the President. The Secretary shall have custody of the corporate seal of theCorporation, and
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the Secretary or an Assistant Secretary, shall have authority to affix the same on anyinstrument that may require it, and when so affixed, the seal may be attested by the signature ofthe Secretary or by the signature of such Assistant Secretary. The Board may give general authorityto any other officer to affix the seal of the Corporation and to attest the same by such officer’ssignature. The Secretary or an Assistant Secretary may also attest all instruments signed by thePresident or any Vice President. The Secretary shall have charge of all the books, records andpapers of the Corporation relating to its organization and management, see that the reports,statements and other documents required by applicable law are properly kept and filed and, ingeneral, perform all duties incident to the office of Secretary of a corporation and such otherduties as may from time to time be assigned to the Secretary by the Board or the President.          5.9 Treasurer. The Treasurer shall have charge and custody of, and be responsible for,all funds, securities and notes of the Corporation, receive and give receipts for moneys due andpayable to the Corporation from any sources whatsoever; deposit all such moneys and valuableeffects in the name and to the credit of the Corporation in such depositaries as may be designatedby the Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on theauthorized depositaries of the Corporation signed in such manner as shall be determined by theBoard and be responsible for the accuracy of the amounts of all moneys so disbursed, regularlyenter or cause to be entered in books or other records maintained for the purpose full and adequateaccount of all moneys received or paid for the account of the Corporation, have the right torequire from time to time reports or statements giving such information as the Treasurer may desirewith respect to any and all financial transactions of the Corporation from the officers or agentstransacting the same, render to the President or the Board, whenever the President or the Boardshall require the Treasurer so to do, an account of the financial condition of the Corporation andof all financial transactions of the Corporation,disburse the funds of the Corporation as ordered by the Board and, in general, perform allduties incident to the office of Treasurer of a corporation and such other duties as may from timeto time be assigned to the Treasurer by the Board or the President.          5.10 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries andAssistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or bythe Treasurer, respectively, or by the Board or the President.ARTICLE 6INDEMNIFICATION          6.1 Right to Indemnification. The Corporation shall indemnify and hold harmless,to the fullest extent permitted by applicable law as it presently exists or may hereafter beamended, any person (a “Covered Person”) who was or is a party or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (a “Proceeding”), by
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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 the Corporation or, while a director or officer of theCorporation, is or was serving at the request of the Corporation as a director, officer, employeeor agent of another entity or enterprise, including service with respect to employee benefit plans,against all liability and loss suffered and expenses (including attorneys’ fees) reasonablyincurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwiseprovided in Section 6.4, the Corporation shall be required to indemnify a Covered Person inconnection with a Proceeding (or part thereof) commenced by such Covered Person only if thecommencement of such Proceeding (or part thereof) by the Covered Person was authorized by theBoard.          6.2 Prepayment of Expenses. To the extent not prohibited by applicable law, theCorporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person indefending any Proceeding in advance of its final disposition; provided, however,that, to the extent required by applicable law, such payment of expenses in advance of the finaldisposition of the Proceeding shall be made only upon receipt of an undertaking by the CoveredPerson to repay all amounts advanced if it should be ultimately determined that the Covered Personis not entitled to be indemnified under this ARTICLE 6 or otherwise.          6.3 Insurance. The corporation may purchase and maintain insurance on its own behalfand on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of thecorporation or was serving at the request of the corporation as a director, officer, employee, oragent of another corporation, partnership, joint venture, trust or other enterprise, against anyliability asserted against him or her and incurred by him or her in any such capacity, whether ornot the corporation would have the power to indemnify such person against such liability under thisArticle 6.          6.4 Claims. If a claim for indemnification or advancement of expenses under thisARTICLE 6 is not paid in full within 30 days after a written claim therefor by the Covered Personhas been received by the Corporation, the Covered Person may file suit to recover the unpaid amountof such claim 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 burdenof proving that the Covered Person is not entitled to the requested indemnification oradvancement of expenses under applicable law.          6.5 Nonexclusivity of Rights. The rights conferred on any Covered Person by thisARTICLE 6 shall not be exclusive of any other rights that such Covered Person may have or hereafteracquire under any statute, provision of these By-laws, the Certificate of Incorporation, agreement,vote of stockholders or disinterested directors or otherwise.          6.6 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
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amount such Covered Person may collect as indemnification or advancement of expenses from suchother entity or enterprise.          6.7 Amendment or Repeal. Any amendment or repeal of the foregoing provisions of thisARTICLE 6 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 amendment or repeal.          6.8 Merger or Consolidation. For purposes of this Article 6, references to “thecorporation” shall include, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger which, if itsseparate existence had continued, would have had power and authority to indemnify its directors,officers, and employees or agents, so that any person who is or was a director, officer, employeeor agent of such constituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, shall stand in the same position under this Article 6 withrespect to the resulting or surviving corporation as he or she would have with respect to suchconstituent corporation if its separate existence had continued.          6.9 Other Indemnification and Prepayment of Expenses. This ARTICLE 6 shall not limitthe right 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.ARTICLE 7GENERAL PROVISIONS          7.1 Certificates Representing Shares. The shares of stock of the Corporation shall berepresented by certificates or all of such shares shall be uncertificated shares that may beevidenced by a book-entry system maintained by the registrar of such stock, or a combination ofboth. If shares are represented by certificates (if any) such certificates shall be in the formapproved by the Board. The certificates representing shares of stock of each class shall be signedby, or in the name of, the Corporation by the Chairman, the President or any Vice President, and bythe Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. Any or all suchsignatures may be facsimiles. Although any officer, transfer agent or registrar whose manual orfacsimile signature is affixed to such a certificate ceases to be such officer, transferagent or registrar before such certificate has been issued, it may nevertheless be issued bythe Corporation with the same effect as if such officer, transfer agent or registrar were stillsuch at the date of its issue.          7.2 Transfers. Subject to any restrictions on transfer, shares of stock may betransferred on the books of the Corporation by the surrender to the Corporation or its transferagent of the certificate therefor properly endorsed or accompanied by a
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written assignment or power of attorney properly executed, with transfer stamps (if necessary)affixed, and with such proof of the authenticity of signature as the Corporation or its transferagent may reasonably require.          7.3 Transfer and Registry Agents. The Corporation may from time to time maintain oneor more transfer offices or agents and registry offices or agents at such place or places as may bedetermined from time to time by the Board.          7.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a newcertificate of stock in the place of any certificate theretofore issued by it, alleged to have beenlost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen ordestroyed certificate or his legal representative to give the Corporation a bond sufficient toindemnify it against any claim that may be made against it on account of the alleged loss, theft ordestruction of any such certificate or the issuance of such new certificate.          7.5 Subscriptions for Stock. Unless otherwise provided for in the subscriptionagreement, subscriptions for shares shall be paid in full at such time, or in such installments andat such times, as shall be determined by the Board. Any call made by the Board for payment onsubscriptions shall be uniform as to all shares of the same class or as to all shares of the sameseries. In case of default in the payment of any installment or call when such payment is due, thecorporation may proceed to collect the amount due in the same manner as any debt due thecorporation.          7.6 Form of Records. Any records maintained by the Corporation in the regular courseof its business, including its stock ledger, books of account and minute books, may be maintainedon any information storage device or method; provided that the records so kept can beconverted into clearly legible paper form within a reasonable time. The Corporation shall soconvert any records so kept upon the request of any person entitled to inspect such recordspursuant to applicable law.          7.7 Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notesand other obligations to be entered into by the Corporation in the ordinary course of businesswithout action by the Board may be executed on behalf of the Corporation by the Chief ExecutiveOfficer, if one is elected, the President, any Vice President or the Treasurer, or by any otherofficer, employee or agent of the Corporation as the Board may authorize.          7.8 Voting of Securities. Unless the Board otherwise provides, the Chief ExecutiveOfficer, if one is elected, the President, any Vice President or the Treasurer may waive notice ofand act on behalf of this Corporation, or appoint another person or persons to act as proxy orattorney in fact for this Corporation with or without discretionary power or power of substitution,at any meeting of stockholders or shareholders of any other corporation or organization, any of thesecurities of which are held by this Corporation.
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          7.9 Seal. The corporate seal shall have the name of the Corporation inscribed thereonand shall be in such form as may be approved from time to time by the Board. The seal may be usedby causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.          7.10 Fiscal Year. The fiscal year of the Corporation shall terminate on the last dayof December in each year.          7.11 Amendments. These By-laws may be amended or repealed and new By-laws may beadopted by the Board, but the Stockholders may make additional By-laws and may alter and repeal anyBy-laws whether such By-laws were originally adopted by them or otherwise.          7.12 Conflict with Applicable Law or Certificate of Incorporation. TheseBy-laws are adopted subject to any applicable law and the Certificate of Incorporation. Wheneverthese By-laws may conflict with any applicable law or the Certificate of Incorporation, suchconflict shall be resolved in favor of such law or the Certificate of Incorporation.
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