3. Filings. On or before execution of this Agreement, an authorized person, withinthe meaning of the Act, has executed, delivered and filed the Certificate of Conversion and theCertificate of Formation with the Secretary of State of the State of Delaware. The Member herebyratifies and approves such filing of the Certificate of Conversion and the Certificate of Formationwith the Secretary of State of the State of Delaware. The Member ishereby designated as an “authorized person” within the meaning of the Act, and may furtherdesignate additional or alternative “authorized persons” within the meaning of the Act. The Memberand any other “authorized person” shall each have the right, power and authority, acting alone, toexecute, deliver and file, or cause the execution, delivery and filing of, all certificates (andany amendments and/or restatements thereof) required or permitted by the Act to be filed with theoffice of the Secretary of State of the State of Delaware or required or permitted to qualify to dobusiness in a jurisdiction in which the Company may wish to conduct business.4. Registered Office; Offices. The address of the registered office of the Company inthe State of Delaware is 1209 Orange Street in the City of Wilmington, County of Newcastle,Delaware 19801. The Company may also have offices at such other places, within or without theState of Delaware, as the Member may from time to time determine.5. Registered Agent. The name and address of the registered agent for service ofprocess on. The Company in the State of Delaware is The Company Trust Company, Company TrustCenter, 1209 Orange Street in the City of Wilmington, County of Newcastle, Delaware6. Term. Subject to the provisions of Section 12 below, the term of theCompany shall be perpetual.7. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall bethe calendar year, or in the case of the Company’s last fiscal year, the fraction thereof ending onthe date the Company is dissolved as provided in Section 12, or as fixed by the Member.8. Member. The Member is hereby admitted as the sole member of the Companysimultaneously with its execution of a counterpart signature page to this Agreement. The name ofthe Member is as set forth above in the preamble to this Agreement.9. Management and Control.a. The Member shall have the exclusive right to manage the business of the Company, andshall have all powers and rights necessary, appropriate or advisable to effectuate and carryout the purposes and business of the Company and, in general, all powers permitted to beexercised by a managing member under the Act. The Member may appoint, employ or otherwisecontract with any persons or entities for the transaction of the business of the Company orthe performance of services for or on behalf of the Company, and the Member may delegate toany such person or entity such authority to act on behalf of the Company as the Member mayfrom time to time deem appropriate.b. The Member hereby delegates the full and entire management of the business andaffairs of the Company to the Board of Directors, which shall have and may exercise all ofthe powers that may be exercised or performed by the Company. Except where the approval ofthe Member is expressly required by this Agreement or by nonwaivable provisions of the Act,the Board of Directors shall have full and complete authority, power and discretion tomanage and control the business, affairs and properties of the Company, to make alldecisions regarding those matters, and to perform any and all other acts or activitiescustomary or incident to the management of the Company’sbusiness. The Board of Directors shall have the further power to delegate any and allauthority to such officers, including, without limitation, the officers described in Section10, employees, agents and representatives of the Company as it may from time to time deemappropriate.
 
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c. Without limiting the generality of Section 9.b, the Board of Directors shall havefull power and authority to authorize the Company:i. to acquire property from any Person; the fact that a Member or Director isdirectly or indirectly affiliated or connected with any such Person shall notprohibit the Company from dealing with that Person;ii. to borrow money for the Company from banks, other lending institutions, anyof the Member or the Directors, or affiliates of any of the Member or Directors onsuch terms as they deem appropriate, and in connection therewith, to hypothecate,encumber and grant security interests in the assets of the Company to securerepayment of the borrowed sums;iii. to purchase liability and other insurance to protect the Company’sproperty and business;iv. to hold and own any real and/or personal properties in the name of theCompany;v. to invest any Company funds temporarily (by way of example but notlimitation) in time deposits, short-term governmental obligations, commercial paperor similar type investments;vi. to execute on behalf of the Company all instruments and documents,including, without limitation, checks; drafts; notes and other negotiableinstruments; mortgages or deeds of trust; security agreements; financing statements;documents providing for the acquisition, mortgage or disposition of the Company’sproperty; assignments; bills of sale; leases; partnership agreements; and any otherinstruments or documents necessary, in the opinion of the Directors, to the businessof the Company;vii. to employ accountants, legal counsel, managing agents or other experts toperform services for the Company, and to define their duties and authority, whichmay include authority granted to the Member or Directors under the Act, and tocompensate them from the Company funds;viii. to retain and compensate employees and agents generally, and to definetheir duties and authority, which may include authority granted to the Member orDirectors under the Act;ix. to enter into any and all other agreements on behalf of the Company, withany other Person for any purpose; andx. to do and perform all other acts as may be necessary or appropriate to theconduct of the Company’s business.
 
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d. Each Director shall be at least 18 years of age. A Director need not be a member, acitizen of the United States, or a resident of the State of Delaware. The number ofDirectors constituting the entire Board of Directors shall be between one (1) and ten (10),the exact number fixed from time to time by affirmative vote of a majority of the Directorsthen in office, but with an initial number of six (6). The use of the phrase “entire Boardof Directors” herein refers to the total number of directors which the Company would have ifthere were no vacancies.e. Any Director may resign at any time by delivering his resignation in writing orelectronic transmission to the Company, to take effect at the time specified in theresignation; the acceptance of a resignation, unless required by its terms, shall not benecessary to make it effective. Any or all of the Directors may be removed at any time,either with or without cause, by the Member. Vacancies on the Board of Directors, whethercaused by resignation, death, disqualification, removal, an increase in the authorizednumber of Directors or otherwise, may be filled by the Member or the affirmative vote of amajority of the remaining directors, although less than a quorum, or by a sole remainingDirector.f. Directors may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors and may be paid a fixed sum for attendance at each meeting of the Boardof Directors or a stated salary as director. No such payment shall preclude any directorfrom serving the Company in any other capacity and receiving compensation therefor. Membersof special or standing committees may be allowed like compensation for attending committeemeetings.g. Except as otherwise provided by law, a majority of the entire Board of Directors,together with a majority of the H&F Representative Directors, shall constitute a quorum. Amajority of the Directors present, whether or not a quorum is present, may adjourn a meetingfrom time to time to another time and place without notice. The vote of the majority of theDirectors present, together with a majority of the H&F Representative Directors present, ata meeting at which a quorum is present shall be the act of the Board of Directors.h. Meetings of the Board of Directors may be held at any place within or without theState of Delaware, as may from time to time be fixed by resolution of the Board ofDirectors, or as may be specified in the notice of meeting. Members of the Board ofDirectors or any committee thereof may participate in a meeting of the Board of Directors orsuch committee by means of conference telephone or similar communications equipment by meansof which all persons participating in the meeting can hear each other, and suchparticipation shall constitute presence in person at such meeting. Regular meetings of theBoard of Directors shall be held at such times and places as the Board of Directors shallfrom time to time by resolution determine. Notice need not be given of regular meetings ofthe Board of Directors held at times and places fixed by resolution of the Board ofDirectors. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or
 
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by a majorityof the directors then in office. A notice of the place, date and time and the purpose orpurposes of each meeting of the Board of Directors shall be given to each director bymailing the same at least two days before the special meeting, or by telegraphing ortelephoning the same or by delivering the same personally not later than the day before theday of the meeting. Notice of any meeting of the Board need not be given to any director,however, if waived by him in writing whether before or after such meeting be held, or if heshall be present at such meeting, and any meeting of the Board shall be a legal meetingwithout any notice thereof having been given, if all the directors then in office shall bepresent thereat. At all meetings of the Board of Directors, the Chairman, if any, or ifnone or in the Chairman’s absence or inability to act the President, or in the President’sabsence or inability to act any Vice-President who is a member of the Board of Directors, orin such Vice-President’s absence or inability to act a chairman chosen by the directors,shall preside. The Secretary of the Company shall act as secretary at all meetings of theBoard of Directors when present, and, in the Secretary’s absence, the presiding officer mayappoint any person to act as secretary. Any action required or permitted to be taken at anymeeting of the Board of Directors may be taken without a meeting if all the Directorsconsent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board of Directors.i. From time to time the Board of Directors by a resolution adopted by a majority ofthe entire Board of Directors may appoint any committee or committees for any purpose orpurposes, to the extent lawful, which shall have powers as shall be determined and specifiedby the Board of Directors in the resolution of appointment. Each committee shall fix itsown rules of procedure, and shall meet where and as provided by such rules or by resolutionof the Board of Directors. Except as otherwise provided by law, the presence of a majorityof the then appointed members of a committee shall constitute a quorum for the transactionof business by that committee, and in every case where a quorum is present the affirmativevote of a majority of the members of the committee present shall be the act of thecommittee. Each committee shall keep minutes of its proceedings, and actions taken by acommittee shall be reported to the Board of Directors. Any action required or permitted tobe taken at any meeting of any committee of the Board of Directors may be taken without ameeting if all the members of the committee consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the committee. In the event anyperson shall cease to be a director of the Company, such person shall simultaneouslytherewith cease to be a member of any committee appointed by the Board of Directors.10. Officers.a. The Board of Directors shall elect the officers of the Company, which shall includea President and a Secretary, and may include, by election or appointment, one or moreVice-Presidents (any one or more of whom may be given an additional designation of rank orfunction), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and suchother officers as the Board may from time to time deem proper. Each officer shall have suchpowers and duties as may be prescribed by these Bylaws and as may be assigned by the Boardof Directors or the President.
 
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b. The term of office of all officers shall be one year and until their respectivesuccessors have been elected and qualified, but any officer may be removed from office,either with or without cause, at any time by the Board of Directors. Any vacancy in anyoffice arising from any cause may be filled for the unexpired portion of the term by theBoard of Directors. The remuneration of all officers of the Company may be fixed by theBoard of Directors or in such manner as the Board of Directors shall provide.c. Any officer may resign at any time upon written notice to the Company and suchresignation shall take effect upon receipt thereof by the President or Secretary, unlessotherwise specified in the resignation. Any officer shall be subject to removal, with orwithout cause, at any time by vote of a majority of the entire Board and a majority of theH&F Director Representatives.d. The Chairman of the Board of Directors, if there be one, shall preside at allmeetings of the Board of Directors and shall have such other powers and duties as may fromtime to time be assigned by the Board of Directors.e. The President shall be the chief executive officer of the Company, and shall havesuch duties as customarily pertain to that office. The President shall have generalmanagement and supervision of the property, business and affairs of the Company and over itsother officers; may appoint and remove assistant officers and other agents and employees;and may execute and deliver in the name of the Company powers of attorney, contracts, bondsand other obligations and instruments. A Vice-President may execute and deliver in the nameof the Company contracts and other obligations and instruments pertaining to the regularcourse of the duties of said office, and shall have such other authority as from time totime may be assigned by the Board of Directors or the President. The Treasurer shall ingeneral have all duties incident to the position of Treasurer and such other duties as maybe assigned by the Board of Directors or the President. The Secretary shall in general haveall the duties incident to the office of Secretary and such other duties as may be assignedby the Board of Directors or the President. Any assistant officer shall have such powersand duties of the officer such assistant officer assists as such officer or the Board ofDirectors shall from time to time prescribe.11. Merger. Notwithstanding any other provision of this Agreement or the Act to thecontrary, the Company may merge with, or consolidate into, another limited liability company orother business entity (as defined in Section 18-209(a) of the Act) upon the sole approval of theMember, and without any further act, vote or approval of any director, any other member or anyother person.
 
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12. Exculpation and Indemnification.a. No member, Director or officer of the Company shall be liable to the Company, or anyother person or entity who has an interest in the Company, for any loss, damage or claimincurred by reason of any act or omission performed or omitted by such person in good faithon behalf of the Company and in a manner reasonably believed to be within the scope of theauthority conferred on such person by this Agreement, except that such person shall beliable for any such loss, damage or claim incurred by reason of such person’s willfulmisfeasance or bad faith.b. The Company shall indemnify and hold harmless any person who was or is a party or isthreatened to be made a party to, or testifies in, any threatened, pending or completedaction, claim, suit or proceeding, whether civil, criminal, administrative or investigative,by reason of the fact that such person is or was a member, Director or officer of theCompany, or is or was serving at the request of the Company as a director, officer, employeeor agent of another Company, partnership, joint venture, employee benefit plan, trust orother enterprise, against all claims, losses, liabilities, expenses (including attorneys’fees and disbursements), damages, judgments, fines and amounts paid in settlement actuallyand reasonably incurred by such person in connection with such action, suit or proceeding tothe fullest extent permitted under the Act.c. To the extent that a member, Director or officer of the Company has been successfulon the merits or otherwise in defense of any action, suit or proceeding referred to inSection 12.b, or in defense of any claim, issue or matter therein, such person shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred bysuch person in connection therewith.d. Expenses (including attorneys’ fees) incurred by a member, Director or officer indefending or testifying in a civil, criminal, administrative or investigative action, claim,suit or proceeding by reason of the fact that such person is or was a member, Director orofficer of the Company (or is or was serving at the request of the Company as a director,officer, employee or agent of another Company, partnership, joint venture, employee benefitplan, trust or other enterprise) shall be paid by the Company in advance of the finaldisposition of such action, claim, suit or proceeding within ten business days of theCompany’s receipt of a request for advancement of such expenses from such director orofficer and, to the extent required by law, upon receipt of an undertaking by or on behalfof any such member, Director or officer to repay such amount if it shall ultimately bedetermined that such member, Director or officer is not entitled to be indemnified by theCompany against such expenses.e. The indemnification permitted by this Section 12 shall not be deemed exclusive ofany other rights to which any Person may be entitled under any agreement, vote of Member ordisinterested Directors or otherwise, both as to action in such Person’s official capacityand as to action in another capacity while holding an office, and shall continue as to aPerson who has ceased to be a member, Director or officer and shall inure to the benefit ofthe successors, assigns, heirs, executors and administrators of such Person.
 
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f. The Company shall have power to purchase and maintain insurance on behalf of anyperson who is or was a member, Director, officer, employee or agent of the Company, or is orwas serving at the request of the Company as a director, officer, employee or agent ofanother limited liability company, corporation, partnership, joint venture, employee benefitplan trust or other enterprise against any liability asserted against such person andincurred by such person in any such capacity, or arising out of such person’s status assuch, whether or not the Company would have the power to indemnify such person against suchliability under the provisions of this Section 12 or otherwise.13. Dissolution. The Company shall dissolve, and its affairs shall be wound up, uponthe first to occur of the following: (a) the written consent of the Member; (b) the entry of adecree of judicial dissolution under Section 18-802 of the Act; or (c) at any time that there areno members of the Company, unless the Company is continued in accordance with the Act.The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall notcause the Member to cease to be a member of the Company and upon the occurrence of such an event,the business of the Company shall continue without dissolution.In the event of dissolution, the Company shall conduct only such activities as are necessaryto wind up its affairs (including the sale of the assets of the Company in an orderly manner), andthe assets of the Company shall be applied in such manner, and in such order of priority, asdetermined by the Member, subject to any requirements of the Act.14. Treatment for Tax Purposes. It is the intention of the Member that the Company betreated as an entity disregarded from its owner for federal, state and local income tax purposes.The Member is authorized to make all elections for tax or other purposes as it may deem necessaryor appropriate.15. Capital Contributions. Without creating any rights in favor of any third party,the Member may, from time to time, make contributions of cash or property to the capital of theCompany, but shall have no obligations to do so.16. Distributions. Distributions shall be made to the Member at the times and in theaggregate amounts determined by the Board of Directors.17. Assignments. The member may transfer or assign, in whole or in part, its limitedliability company interest. Any assignee of the Member’s limited liability company interest shallonly become a member of the Company upon the consent of the Member.18. Admission of Additional Members. One or more additional members of the Companymay be admitted to the Company with the consent of the Member.19. Amendments. This Agreement may not be modified, altered, supplemented or amendedexcept pursuant to a written agreement executed and delivered by the Member.
 
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20. Limited Liability Company. The Member intends to form a limited liability companyand does not intend to form a partnership under the laws of the State of Delaware or any otherlaws. Except as otherwise provided by the Act, the debts, obligations and liabilities of theCompany, whether arising in contract, tort or otherwise, shall be solely the debts, obligations andliabilities of the Company, and the Member shall not be obligated personally for any such debt,obligation or liability of the Company solely by reason of being a member of the Company.21. Severability. If any provision of this Agreement is held to be invalid orunenforceable for any reason, such provision shall be ineffective to the extent of such invalidityor unenforceability, provided, however, that the remaining provisions willcontinue in full force without being impaired or invalidated in any way unless such invalid orunenforceable provision or clause shall be so significant as to materially affect the expectationsof the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall bereplaced with a valid provision which most closely approximates the intent and economic effect ofthe invalid or unenforceable provision.22. No Third Party Beneficiaries. The right or obligation of the Member to call forany capital contribution or to make a capital contribution or otherwise to do, perform, satisfy ordischarge any liability or obligation of the Member hereunder, or to pursue any other right orremedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwiseinure to the benefit of any creditor or other third party having dealings with the Company; itbeing understood and agreed that the provisions of this Agreement shall be solely for the benefitof, and may be enforced solely by, the Member and its successors and assigns except as may beotherwise agreed to by the Company in writing with the prior written approval of the Member.23. Governing Law. This Agreement, its enforcement and any disputes arising out ofits hall be governed by, and construed in accordance with, the laws of the State of Delaware, allrights and remedies being governed by said law, without regard to principles of conflict of laws.24. Certain Definitions. In addition to the terms otherwise defined herein, thefollowing terms are used herein as defined below:a. “Board of Directors” shall mean the Directors of the Company.b. “Director” shall mean a natural person elected or appointed to the Board ofDirectors pursuant to the provisions of the Certificate of Formation or this Agreement.
 
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c. “H&F Representative Director” shall mean each director on the Board ofDirectors that is a managing director or employee of Hellman & Friedman LLC, Hellman &Friedman LLP or any of their respective affiliates (excluding any portfolio company in whichany of the investment fund affiliates of Hellman & Friedman LLC or Hellman & Friedman LLPhave made a debt or equity investment and any subsidiaries of the foregoing).d. “Person” shall mean an individual, corporation, partnership, limitedliability company, trust, unincorporated association, government or any agency or politicalsubdivision thereof, or any other entity.[*Remainder of page intentionally left blank*]
 
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executedthis Limited Liability Company Agreement as of the date first above written. Pursuant to Section18-201(d) of the Act, this Agreement shall be effective as of the date hereof.      MEMBER: