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