ier4 r• amfetred pre.snthed in by this the Certificate General of Corporaton Law of the State of Delaware, and all TighT, Lncorporation upon the stockhz:Jess of the Corporation aft granted subject to soch re,mattor, 10. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a threCtOr, except for liability (a) fist any hrtoch of the director's duty of loyalty to the Corporation or its stuktolics, (b) for acts or :missions not in good faith or which involve intentional miscomerct or a Imcwing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (th for any munaction from which the director oenve..d any improper persona; ben4t I, TILE UNDERSIGNED, being the so:e incorporator bereinbefore named, for the purpose of forming a corporation pursuant to the Genera: Corporanon Law of the State of Delaware, hereby certify and declare that this is my act and deed and that the facts 2 stated herein de true, and have hcreure0 set rny head this 12th day of April, ,4 7 . Darien IC lactyks Sole Incorporator Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00002489 SDNY_GM_00271687 EFTA01480354