EFTA01583666

11/01/2044 IS IS FAX 212 750 2400 mat llC Q002/003 - O. Elections of directors need not be by written ..lot unless the by-laws of the corporation snail so provide. meetings of stockholders 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 statutes) outside the State of Delaware it such place or places as may be designated from time to time by the board of directors or in the by-law of the corporation. 9. The corporation relletlfin the rightl to amend. alter, change or repeal any provision coots ned in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 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 director. eXCept for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional aisootstuct or a knowing violation of law, (iii) under Section 174 of the Delaware General corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. I, TH1 DMDERBIGMED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the state of Delawares do make this certificate, hereby declaring and certifying that this is my act end deed and the facts herein stated are true. and accordingly have hereunto met my hand this lath day of December. 1119$ if/ Darren Indyke Darren Indyka, (Inoarpo O14.9'd Mc SW ele Confidential Treatment Requested by JPMorgan Chase M0110:11b3) 13 eirte 6661 S1-)33 JPM-SDNY-00063374 EFTA01583666