EFTA01479911

MAR-03-20I0(VED) 13:11 P C'5/C32 By-Laws Page 5 ARTICLE IV aclak SECTION 1. peak& The Board of Directors shall select a Presider, a Secretary are a Treasurer and may select eoe (1) or more Vice-President, Assistant Secretaries or Assistara Treasurers. who shall be elected by the Board of Directors at their regular annual meeting held IMMedively after the adjoirarnat of the regular annual stockholders' meeting. The tam of office shall be for one (1) year and until their successors are chosen. No one of such officers, except the President, need be a if recx, but a Vice-President who is not a director, cannot succeed to or fill the office ofPrest dent Any two (2) ofdae above-named offices, except those ofPresident and Secretary, may be held by the same person, but no officer shall execute, acenowledge or verify any instrument in more than one (1) opacity The Board of Directors may a the salaries of the officers of the corporatiera SECTION 2. The Board ofDirecton may also appoint such other officers and arras as they nay deem necessary for the transaction of the busmen of the corporation. Ali officers and agents shall respectively have each authority and perform such duties in the moaagemeat of the property and afain of the corporataon as may be designated by the Board of Directors. Any officer or agent may be removed, or any vacancies filled by the Board of Directors whenever, in their judgment, the business intern= of the corporation will be saved thereby. SECTION 3 The Board of Directors may serisre the fidelity of any or all such officers by bond or otherwise. ARTICLE V DUTELS Or OFFIalla SECTION 1. prates i The President shall be the did execntive officer of the corpolidion, and in the recess of the Board of Dif SCUM shall have the general control and managanan of its business and affairs subject, however, to the tight of the Board of Dire:ors to delegate any speci4c power except such as may be by statute =elusively conferred upon the President, to any other office or offices of the corporation He shall preside at all meetings of the directors and all meetings &the shareholders, unless otherwise determined by a majority of all the shares of the capital stock issued and outstanding, present in person or by proxy SECTION 2. norlicsktio. In CM the office of President shall become vacant by death, reignation or otherwise, or in case of the absence of the President or his inability to discharge the Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00001920 SDNY_GM_00271118 EFTA01479911