EFTA01583526

- State at Delaware Sier-attary or Seats Division of Corporations Daantral 02:34 Al 0417212007 II= 02:34 Ist 04/12/2e47 SW 070/28290 - 43333413 ans CERTIFICATE OF INCORPORATION OF PLAN p, Die. 1 rne r_ime of the eorporasion to be fined upon the flog of tits Certificate ofIrcorporicion u PLAN D, INC. (the "Corporation") . 1. The address of the Coeporaeon's registered office in the State of Delaware is Corporation Trust, 1209 Orange Street, niche Cie), of Wilmington. Cotmty of New Caste. The tiene of the Corporation's registered agent at such address is The Corporation Trust Company. 3 The nature of the business to be conducted by the Corporation is, or the r.wposes to be promoted by the Corporation ire, to cams in any lawful was of activities for which corporations may be or WIDvØ 0,441/4 Gan Corporation Law of the Sine of Delaware 4. The IOW number of shares of stock which the Corporation shall have authority to tic is One Thousand Five Hitachi! (1,500) shares of Cozen= Stock. all of which shares stal be without par value. S. The name and mailing address of the sole incorporator of the Corporation are Darren Indyke, 457 Madison Avenue, Fourth Fksor, New York New Veil; 10022. 6. The Corporation is to have perreual existence 7 In fund ante, and not ia limitation, of the powers conferred by the General Corporation Law of the State of Delaware upon the board of directors of the CorporaUon, the hoard of director: of the Corporatien is expressly authorized to make., seta or repeal the by-laws of the Corporation S. Bections of the directors of the Oseporation need not be by vainen unless the by-laws of the Corporation shall so ixovide. Meetings of the stocklsolders of the Cesporadon may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the &metal Corporation Law of the State of Delaware) otunde the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. 9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in dis Cettificate of Incocrioralion, in the manner now or hereafter SCAN SPN ACCT # Doe ID # Effechsto Data Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063209 EFTA01583526