09/29/2083 12128 PAUL. HOFFMAN PC PA& 08 Ankles of Incorporation Page 6 j) law, To exercise or by all the powers of the corporation, except such as are conferred by corporation, upon these Articles of Incorporation or by the By-Laws of the the stockholders. ARTIOLEJX of Any person made a party to or otherwise involved in any action, suit or proceeding. by reason corporation the fact in that which he is he or was a director, resident agent or officer of the corporation or of any corporation against any and served as such at the request of the corporation, shall be indemnified by the fees, amounts paid upon all amounts, costs and expenses, including but not limited to, attorney's actually and necessarily judgments or awards or in settlements (before or after suit is commenced), proceeding, or in connection incurred with by or imposed upon him in connection with such action, suit or be adjudged in such action, any appeal therein, except in relation to matters as to which it shall officer or director is suit or proceeding, or in connection with any appeal therein, that such liable for wilful misconduct of this Article shall not in the performance of his duties. The provisions be deemed exclusive of any other rights respecting indemnification one seeking indemnification may to which provisions of be entitled and shall not be read to limit or restrict any applicable law, nor to further limit the corporation as respects respecting indemnification indemnification, The rights administrators of any person referred entitled to herein shall inure to the benefit of the heirs, executors and to indemnification. ASTIQLE X The corporation reserves the right to amend, after, change, or repeal any provisions contained conferred in The Articles upon of stockholders Incorporation in the manner now or hereafter prescribed by statute and all rights herein are granted subject to this reservation. IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this day of August, 2003. Barbara Mignon W tlrerly ga f . anaa- &/— na Simon CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0029731 SDNY_GM_00175915 EFTA01344363