EFTA Document EFTA01480432

Articles of Incomonnion Page 4 ARTICLE ‘11 The corporation is to have perpetual existence. ARTICLE VII The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICIJ VM For the managernem of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is further provided: 1. The number of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no case shall the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers (=feted by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered! a) Subject to the right of a majority of the stockholders to Intend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property ofthe corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon any property of the corporation, real or personal, including after acquired property c) To determine whether any, and, if any, what part of the net profits of the corporation or of its net asses in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and detemine the use and disposition thereof [n-i 10t/IC: d fIS-1 ttOZ-81-01 Confidential Treatment Requested by Rmorgan Chase JPM-SDNY-00002591 SDNY_GM_00271789 EFTA01480432