)writ. at prescribed by the General Corporation Law of the State of Delaware, and all rights conferred ill this Catificare of Incorporation upon the stockholders of tin Corporation are granted subject to such reservation 10. A dictum of the Corporrioa shall not be personally liable to the Corporation or its tochbolden far monetary damages for breath of fiduciary duly as a director, except for liability (a) for any breach of the direaor's duty of loyahy to the. Corporation or its stockholders, (b) for acts or omissions net in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from *Mich the director derived any improper personal benefit I, TEE UNDERSIGNED, ben the sore incorporator hereinbefore named, for the purpose of tenting a corporation pima= to the Genera.: Corporation Law of the State of' Delaware, hereby certify and declare that this is my act and deed and that the facts stated herein are ma, and have hereunto set my band this 12th day of April, 20P7. Darren K Ind* Sole Incorporator SCAN spN ACCT CM ID 0 Effective Dew Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063210 EFTA01583527