EFTA01479906

MAR-03-20109E0I 13: 12 0 008/032 Arbcles of incorporation Page 4 ARTICLE VI The corporation is to have perpetual existence ARTICLE VII The corporation is to be unlimited in S amount of indebtedness to which it shall at any time be Ribjezt ARTICLE V711 For the management of the business and for the condom of the airs of the reposition, and in finta creation. definition, limitation, and regulation of the powers of the corporation and of its &rectors and eockhoiders, it is Inkier provided: 1 The nut of directors of the corporation shall be fixed by. Of in the manner provided in the By-Lan but in no cue shall the number be less than three The directors need not be stookholdes. 2. In tribe-ante and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject re at times to the provisions tbercoK the Board of Directors is expressly authorized and empowered: a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at assy regular meeting or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any elkali law, fixing or altaft g the nicagement of the property of the corporation, the governing of its aiTabs, and the manna of certification and transfer of its stock. b) To authorize and issue obligations oft& corporcuon, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in W sole discretion may determine and to authorize S mortgaging or pledging of mad to authorize and cause to be exerted mortgages and liars upon any property of the corporation, real or persona:, including after acqued property. c) To determine whether any, and, if any, what par. of the net profits of the corporation or of is net assets in extas of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and dispoition thereof Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001913 SDNY_GM_00271111 EFTA01479906