ARTICLES OF INCORPORATION OF “, We, the undersigned, for the purpence of enacting to exe a ce:porea te transaction of the business and the promotion and conduct of the objects and purposes Hereinafter stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the Virgin Isiands), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE] The name of the corporation (hereinafter referred to as the “corporation”) is FINANCIAL TRUST COMPANY, INC. ARTICLE I The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, VI 00802 , and the name of the resident agent of the corporation at that address is Paul Hoffman. ARTICLE II Without limiting in any manner the scope and generality of the allowable functions of the corporation, it is hereby provided that the corporation shall have the following purposes, objects and powers: 1. To provide financial counseling and investment advice to clients both within and for such clients and others. 2 To engage in any commercial, industrial, agnicultural, marketing, transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corporation. 3. To design, develop, manufacture, construct, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in industrial, : ; | and articles, and goods, wares, and merchandise of every kind; to maintain and } operate laboratories and testing facilities of every kind and to carry on the business of analysts, testers, examiners, advisors, and technical consultants with respect to materials, equipment, and processes of every kind and to carry on research and [ Confidential Treatment Requested by JPM-SDNY-00001899 JPMorgan Chase EFTA00155209

--=PAGE_BREAK=--

f Confidential Treatment Requested by JPMorgan Chase To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a corporation engaged in such business. To apply for, acquire, register, use, bold, sell, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the United States or of any foreign country, or pending applications therefor, and any inventions, improvements, devices, trade secrets, formulae, processes, trademarks, trade names, brands, labels, copyrights, and privileges and any right, title, or interest therein. To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise tum to account, assign, and transfer and to invest, trade, and deal in goods, wares, and merchandise, and real and personal property of every kind. To acquire all or any part of the good will, rights, property, and business of any person, firm, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in any manner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in any lawful manner in any place the whole or any part of the business thus acquired To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities, or evidences of indebtedness Created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned. To borrow or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every kind of the corporation. To enter into and carry out any contracts including entering into joint ventures or partnerships, limited or general, as limited or general partner, or both, for or in relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency. JPM-SDNY-00001900 EFTA00155210

--=PAGE_BREAK=--

i Confidential Treatment Requested by JPMorgan Chase To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, purchase, mortgage, and convey real and personal property within or outside the Virgin Islands. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the exercise of any of the associations, or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, purposes, objects, and powers or any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred enumerated herein or not. by reference to the terms of any other subdivision.or of any other Article of these Articles of . Incorporation. ’ ARTICLE [V The total number of shares of stock which the corporation is authorized to issue is 1000 shares of common stock of no par value; no preferred stock is authorized. The minimum amount of capital with which the corporation will commence business is $1,000.00 ARTICLE V The name and place of residence of each of the persons forming the corporation are as follows: Barbara Mignon Weatherly 2-21 Bonne Esperance St. Thomas, Virgin Islands Jennie-lynn Falk 38 Ridge Road St. Thomas, Virgin Islands Dale R. Michael Skyline Village #34 4C Estate Joseph & Rosendahl St. Thomas, Virgin Islands JPM-SDNY-00001901 EFTA00155211

--=PAGE_BREAK=--

[ Confidential Treatment Requested by JPMorgan Chase ARTICLE Vi The corporation is to have perpetual existence. ARTICLE Vil The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE VIII For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is further provided: The number of directors of the corporation shall be fixed by, or in. the manner grurided Sho By-Laws, but in 20 came call the mamber bo lew than three. The directors need not be stockholders. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) 0 erode Sante na natal toenpenaion, smal eat meanl, to include therein such provisions as to redeemability, otherwise, as the Board of Directors in its sole discretion may determine and to authorize the moctgaging or pledging of, and to authorios ond cause ta be executed mortgages and liens upon any propesty of the corporation, real or personal, including after acquired property. ¢) To determine whether any, and, if any, what part of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use JPM-SDNY-00001902 EFTA00155212

--=PAGE_BREAK=--

| f Confidential Treatment Requested by JPMorgan Chase e) b) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any To sell or otherwise dispose of the real or personal property of the corporation. To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation. To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their To issue, or grant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years. To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By-Laws of the corporation, upon the stockholders. ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), JPM-SDNY-00001903 EFTA00155213

--=PAGE_BREAK=--

Articles of Incorporation Page 6 actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification. The rights respecting indemnification referred to herein shall igure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICLE X in The Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upoa sockholders herein are granted subject to this reservation: pave wane, anot apd ackmowtedged these Anicles of lad TERRITORY OF THE VIRGIN ISLANDS ) IN WITNESS )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this 6 day of Novo, 1998, by Barbara Mignon Weatherly, Jennie-lynn Fall, and Dale R. Michael. | | Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001904 EFTA00155214

--=PAGE_BREAK=--

Comments | Date[mmddyyyy] Box Number Form Type = "CITADEL" | 11061998 Doc Code DocCode DocCode DocCode Account Numbers be 0 CO 0) Cd Cd JPM-SDNY-00001905 EFTA00155215 Confidential Treatment Requested by JPMorgan Chase

--=PAGE_BREAK=--

2010-Mar-O2 1°06 AM JPMorganChase 212-464-0318 zs J.P. Morgan Account Entity Power of Attorney JPMorgan "L” “me,” or “Accountholder” mean each individual signing this document. or she Serature below of our Gly exnpewered ocr, we euthorten each of JETTED ma od tae as our agent (each, the “Attorney,” anc , the “Attorneys”) with Nil power end evthorRy on ur Der full power and on our Dehel. Seen Rome Sant ent tte teense namasew tin ncemhen teen Seed eae an ae nn let of © Cehured GeBeiden fo nat Neate, ws eutherty wis be Gooatad fr maeoe inctuded j, the power to be granted may be written or typed @n the blank fine in Subdivision &, end the line te the left of vishon © rust be initialed in order to grant each of the powers so indicated. (Checks or other marks may be substituted for initial(s)). of All Accounts } A. To open and 89 of Our bankng, asset, Custody, Investment management end other eccounts # One OF more Or subsidiaries or affiliates of JPMorgan Chase & Co. (individuelly or collectively, *).P. Morgan”), inctuding J.P, Morgan Securities Inc., end to engage in transactions and actives identified in Subdivisions C through M below, unless the Account holder, in writing, imposes limitations on such activities; ©. To purchase end dorrow (om secured or unsecured basis) from, sell (including short salas in margin account), and lend (on @ secured or unsecured to, and to otherwise enter inte transactions of any kind with .?. Morgen with respect to eny end ail securibes with Instruments wheteoever in which ).P. Morgan may Gee\, droker or 19, Morgan Use Only FINANCIAL TRUST COMPANY INC Tite 2811138SPN as lof} Casey Mary C Banker/Investor Ons 967 Confidential Treatment Requested by JPM-SDNY-00001906 JPMorgan Chase EFTA00155216

--=PAGE_BREAK=--

Confidential Treatment Requested by JPMorgan Chase 2010-Mar-02 11.06 AM JPMerganChase 212-464-0318 1,P. Morgan Account Entity Power of Attorney JP. Morgan | | : withdraws, any from any investment M Account, In accordance with eny instructions as the Seiestcckecl tay cath Gepation oh Ge cummdcnreren cman caaanan none ove eae metene Signing euthority; Credit; Pledge Security | | t 7 Intengible property, thereof upon the release or surrender trarscf; to sign, execute and deliver any and ali stock powers, bond powers, proxies, essigrenents, trust recelpts, pledge and security agreements and other contracts and Instruments In wetting, with or without seal; to authorize, of every king and neture; to enter into, make, execute, Celver and recetve written agreemarts, uncertakings and Instruments of every Kind and mature. Account Administration 3. To inquire about and recetve informetion relating to any Account, Including but nat limited to, datance, witndrawal, payment 6nd depos informatior; K, To give instructions for the with¢rewel, internal 8n¢ exterral trenafer of money to 6M eccount In our neme, individually or jolndly, and for which we are a, or it is our, legal or beneficial owner. L, To pick up or otherwise receive mall cr other information held by ).P. Morgan, subject to the terms of eppicable agreements with 1.7. Morgan and to eppiicabie law and reguietion. M, To initiete and authorize ell cash wire transfer and funds transfer instructions from ny sccounts or between my eccounts. rg 1.2. Morgen le entitied to rely on this Power of Attorney until J.P. Morgan actually receives our written revocation. A revocation wil not affect or impair any or obligation of curs ‘out cf oF rateted to the exercise by an Attorney of any power granted herein before J), Morgan's receipt of revocation. Attorney ic authortued to act on our behalf, in the same manner and with the same force and effect es If we had given eny instructions Girectly, end to de anything necessary O° Incidents! to or to effect such In order to induce 2.7. Morgen to act in accordance wih this Power of Attorney, we agree te hold J.P, Morgan harmless from any loss oF liabiity resuiting from acting or purporting to act in eccordence with this Power of Attorney unt J.P. Morgen’s actual receipt of written notice of revocation. Tels Pouar of aternay chal aut be eitactad by ay eutenquert Custty, Inenpacty or teenmpetance or Sat ef cay etter paraee ‘This Power of Attorney end our chiigations and promises under ® shall bind cur successors and saxigns. This Power of Attorney shall be deemed made under the law of the State of New York for af purpores, including (without Imitation), Construction, validity, and effect, end shat be governed by such lew. We give each Attorney full authority te do enything he or she considert tnd proper to be able to ect in accordance with this Power of Attorney, all as if we were persanally doing It. We heraby ratify and confirm everything that our Attorney has done or shel de by virtue of this Power of Attarney. I do not suthorize my Attorney to make major gifts, 1 acenowleoge may utittze eny Wed site provided by 1°. Morgan (the “Sita”) vie the Lotemet 24 hours @ dey, seven Coys a week fo oct in the manna’ indicts te he Suadiisione below proved the functionaity & svetetie ve the She. Tronsectons raquiring mere than one signature te complete may not be avelietig via the Site. Site usage by any Authorized Parson Is subject to the agreements and dleciosures detailed on the Sta. MODIFICATIONS: By executing this Power of Attorney for my account(s) et ).P. Morgan, I em not revoking my prior Powers of Attorney. If I appoint more then one Agent, they shell ect In the manner | indicate In the Signature of Attorney(s) section. a RE 2.P. Morgan Use Oniy FINANCIAL TRUST COMPANY INC Tite 2812136 SPN cas ad Casey Mary ¢ S8tker/Investor oa/Os 957 35 JPM-SDNY-00001907 EFTA00155217

--=PAGE_BREAK=--

2010-Mar-02 1106 AM JPMorganChase 212-464-0318 4/5 3.P. Morgan Account Entity Power of Attorney JP Mor gan Signature (s) of Attorney(s) - Each attorney shall sign as follows: Two or more attorneys may each act singly uniess this box is checked O, In which case oo le my attorneys shall always act singly for brokerage trading transactions, > Phone 7 Expreron Gate Notarization/ Witness is required for Attorney(s) (in lieu of noterizetion, this document may be signed before 2 1,7, Morgen officer, a U.S. diplomatic or consular offictal, a judge or ether court official having # seei, or any person strzmars were a on FAYE _X___. saad on te nos Poe THT Eckrowiedying I to de the bet of the named i aaa authority tc execute the forege’ng Power Notary Public, Steve of New > Dgnature Date Pring here ade Sy corenlayon expires: Commesion Exgizes re Pres is A Signature(s) By my signature below, I execute thus Power of Attorney in mame and on behalf of and acknowledge that I em duly suthortzed to do $0 under suthorky of (check ad that apply): O Artice/Sectien Of the (pleese Check the epprepriste words): C Charter © Articies of Incorporation O Articles of Assocation CO Partnersiie Agreemert C Operating Agreement O Bylaws MARRY | BELLER or Organization O Resolution of the Board of Olrectors and other governing committee adopted on © Other document deted (expéain in dete‘) > | daca K. We) salos|[v0 Daca [ud fe fresdeut- > Oate Print Name and Nome Notertzation/ Witness |e So rar ee encaar einanh ebtpner cer cot mud totina oe signed before « 1.P. Morgan , aS, or consular official, a Judge or other court official having a seal, or person any local law to ecknowleége the transfer of rea! property) Pace: Lad 1 cortify thet » Sppeared before me on 20 1 ___ known oF to me te be the (ineert tie(s)) and the foregoing Power of Attorney, acknowledging K to be the ect of the named entry and to execute the feregcing Power. HARRY |. BELLER No. O18E4853924 a 2 known or Proven to me to be the ¢ and of Attorney, area, ecvomtacio We ba tha oct of te names evity 8nd airing thet he/sha/they Nad the a camminunie Signeture Date Print Name anc Tite My comenission expires: ~ nn eS FINANCIAL TRUST COMPANY INC Tile 2811138 SPN cAS Coney Mary C Senker/invesor 08/09 967 Confidential Treatment Requested by JPM-SDNY-00001908 JPMorgan Chase EFTA00155218

--=PAGE_BREAK=--

Comments | Datejmmddyyyy} Box Number Form Type = "CITADEL" | peooane] CPTI Doc Code DocCode DocCode DocCode Account Numbers I —e Account Numbers _— Confidential Tre zatmen nt Requested by JPM-SDNY-00001909 in Chai JPMorgan EFTA00155219

--=PAGE_BREAK=--

WAR-03-2010(WED) 13:11 Confidential Treatment Requested by JPMorgan Chase ~ ~~. ARTICLES OF INCORPORATION OF FINANCIAL TRUST COMPANY, INC. We, the undersigned, for the purposes of associating to establish a cotporation f6r-the transaction of the business and the promotion and conduct of the objects and United States (hereinafter called the Virgin Islands), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE] ‘The name of the corporation (hereinafter referred to as the “corporation") is FINANCIAL TRUST COMPANY, INC, ? ARTICLE I The principal office af the corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, VI 00802, and the name of the resident agent of the corporation at that address is Paul ARTICLE MI Without limiting in any manner the scope and generality of the allowable functions of the corporation, it is hereby provided that the corporation shall have the following purposes, objects and powers: L Cee dae eee a cuaning end Lovecemns advise cheats both within and gin ing as trustee and/or fiducii without nr Islands, including serving fiduciary 2. To engage in any commercial, industrial, agriculturel, marketing, transportation, . service activity, business, or enterprise calculated of designed to be profitable to the a To design, develop, manufacture, construct, assembie, install, vepsir, maintain, P. 005/032 fe JPM-SDNY-00001910 EFTA00155220

--=PAGE_BREAK=--

WAR-O3-2010(WED) 13:0) P, 006/032 Page 2 4. To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may be legally performed by a corporation engaged in such business. 5. To apply for, acquire, register, use, hold, soll, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to acoount any letters patent of the United States or of any foreign country, or pending spplications therefor, and sny inventions, improvements, devices, trade secrets, formulae, processes, trademarks, trade names, brands, labels, copyrights, and privileges and any right, title, or interest therein. 6. Topurchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods, wares, and merchandise, anc real and personal property of every kind. 7, To acquire ail or any part of the good will, rights, property, and business of any person, firm, association, or corporation and to pay for the same in cash or in stock of bonds of this corporetion or otherwise and to hold or in eny manner dispose of the whole or any pert of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in any tawful manner in any place the whole or any part of the business thus acquired 8. To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of the capital stock of, or any bonds, securities, or evideaces of indebtedness created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedaess, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thas owned, 9. To borrow or reise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every kind of the - corporation. 10. To enter into and carry out any contracts inchsding entering into joint ventures or partnerships, limited or general, as Eimited or general partner, or both, for or in relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency. Confidential Treatment Requested by JPM-SDNY-00001911 JPMorgan Chase EFTA00155221

--=PAGE_BREAK=--

P. 007/032 WAR-03-2010(WED) 13:12 Page 3 ll. To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hold, CR a Mares, end convey rol and personal property withla or cutside the 12, Todo all and everythistg necessary, suitable and proper for the accomplishment of eny of the purposes or the attainment of any of the objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, Associations, or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidenta! or appurtenant to or growing out of or connected with the said business, purposes, objects, and powers or any part thereof not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred enumerated herein or not. The purposes, objects, and powers specified in this Article shall not be limited or restricted by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. ARTICLE IV The total sumber of shares of stock which the corporation is authorized to issue is 1000 shares of common stock of no par value; no preferred stock is authorized. $1,000.00 MN moun of capital with which the corporation wil commence business is ARTICLE V The name and place of residence of each of the persons forming the corporation are as Barbara Mignon Weatherly 2-21 Bomne Esperance . St. Thomas, Virgin Islands Jeanie-lyan Falk 38 Ridge Road St. Thomas, Virgin Islands Dale R. Michael Skyline Village #3A 4C Estate Joseph & Rosendahl St. Thomas, Virgin Islands Confidential Treatment Requested by JPM-SDNY-00001912 JPMorgan Chase EFTA00155222

--=PAGE_BREAK=--

MAR-O3-2010(WED) 13:12 P. 008/032 Articles of Incorporation Page 4 ARTICLE VI The corporation is to have perpetual existence. ARTICLE Vil The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE Vil For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is farther provided: 1, The number of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no case shall the number be less than three. The directors need not be stockholders. 2. In furtherance and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: 8) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock, b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibilicy or otherwise, as the Boerd of Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cause to be - executed mortgages and liens upon amy property of the corporation, real or personal, including after acquired property. ¢) To determine whether any, and, if any, what part of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof. Confidential Treatment Requested by JPM-SDNY-00001913 JPMorgan Chase EFTA00155223

--=PAGE_BREAK=--

WAR-03-2010(VEO) 13:12 Confidential Treatment Requested by JPMorgan Chase * | °) h) P. 009/032 To contract in the mame of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any firm, association or corporation. To sell or otherwise dispose of the real or personal property of the corporation. * To set apart a reserve or reserves, and to abolish such reserve of reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for edditions, improvements and betterments to plant and equipment, for expansion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation. To establish bonus, profit-sharing, pension, thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed and the amounts of the corporation's funds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the emounts of their respective participation. To issue, or grant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from time to time determine. To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years. To exercise all the powers of the corporation, except such as are conferred by law, or by these Articles of Incorporation or by the By-Laws of the corporation, upon the stockholders, ARTICLE IX Any person made a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was s director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, inchiding but not limited to, attorney's fees, amounts paid upon judgments or awards or in settlements (before or after suit is commenced), JPM-SDNY-00001914 EFTA00155224

--=PAGE_BREAK=--

WAR-03-2010(WEO) 13:13 Confidential Treatment Requested by Articles of Incorporation Page 6 actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable for wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled and shal! not be read to limit or restrict any applicable provisions of law, nor to firther limit the corporation as respects indemnification. The rights Tespecting indemnification referred to herein shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification. ARTICLE X ‘The corporation reserves the right to amend, alter, change, or repeal any provisions contained ia The Arcee of corporation inthe manner wow or brace peostoed Wy poms and ahaa conferred upon stockholders herein are granted subject to this reservation. IN WHEREOF we have made, signed and acknowledged these Articles of lecorporaion ts key of _JVert— >! , 1998. oa TERRITORY OF THE VIRGINISLANDS ) ss. DIVISION OF ST. THOMAS & ST.JOHN ) The foregoing instrument was acknowledged me this '2> day of 6% 0s, 1998, by Barbara Mignon Weatherly, Jennie-lynn Falk, aad DaleR Mecha, P, 030/032 JPM-SDNY-00001915 EFTA00155225

--=PAGE_BREAK=--

MAR-O3-2010(WED) 13:13 P. O11 /032 FINANCIAL TRUST COMPANY, INC. ARTICLE I Siock SECTION 1. Capital Stock. The capital of this corporation shall be.divided into 1000 non-essessabie shares of no par value common stock SECTION 2. Certificates for Shares. The certificates for shares of the capital stock of this corporation shall be in such form, not inconsistent with the Articles of Incorporation of the corporation, as shail be prepared or be approved by the Board of Directors. The certificates shall be signed by the President or Vice President, and also by the Secretary. Certificates may be issued for fractional shares at the discretion of the Board of Directors. SECTION 3. Transfers. Shares of the capital stock of the corporation shall be transferred by endorsement of the certificates representing said shares by the registered bolder thereof or his attorney, and their surrender to the Secretary for cancellation, Whereupon the Secretary shall issue to the transferee or transferees, as specified by the endorsement upon the surrendered certificates, new certificates for a like number of shares. Trensfers shall be made only wpon the books of the corporation and upon said surrender and cancellation, and shall entitle the transferee to ail the privileges rights and interests of a shareholder of this corporation. SECTION 4. Closing of Transfer Books, The stock books shall be closed for the meting of the shareholders, and for the payment of dividends during such period, not exceeding forty (40) days, as, ftom time to time, may be determined by the Board of Directors, and during such period no stock shall be transferred upon said books. SECTION 5. Lost Certificates. In case of the loss of any certificate of shares of stock, upon duc proof by the registered holder or his representatives, by affidavit of such loss, the Secretary shall issue a duplicate certificate in its place, upon the corporation being filly indemnified therefor. SECTION 6. Dividends. The Board of Directors, in its discretion, from time to time, may declare dividends upon the capital stock from the earned surplus and net profits of the corporation. SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable corporate seal, which seal shall be in charge of the Secretary and shall be used by him. Confidential Treatment Requested by JPM-SDNY-00001916 JPMorgan Chase EFTA00155226

--=PAGE_BREAK=--

WAR-03-2010(WED) 13:13 Confidential Treatment Requested by ARTICLE I SHAREHOLDERS’ MEETING SECTION 1. Time, Piace and Purpose Meetings of the shareholders of the corporation shall be held annually st the principal place of business of the corporatioa in St. Thomas, Virgin Islands, or at such other place within or without the Virgin Islands as the notice of the meeting shall specify, at ten o'clock AM., on the 6th day of November of each year (beginning in the year 1999), if not a legal holiday and if legal bokiday, then on the day following, for the purpose of electing directors, and for the transaction of such other business as may be brought before the meeting. SECTION 2. Special Meetings. Special meetings of the shareholders may be called by the President and Secretary, and shall be called by either of them at the request in writing or by vote of a majority of the Board of Directors, or at the request in writing by shareholders of record owning & majority in amount of the entire capital stock of the corporation issued and outstanding. SECTION 3. Notice Written notice of any shareholders’ meeting shall be mailed to each sharebolder at his last known address, as the same appears on the stock book of the corporation, or otherwise, at least tea (10) days prior to any meeting and any notice of special meeting shall indicate briefly the object or objects thereof Nevertheless, if a shareholder waives notice of the meeting, no notice of the same shall be required to him and whenever all the shareholders shall meet in person or by proxy, such meeting shall be valid for ail purposes, without call or notice and at such meting any corporate action shall not be invalid for want of notice. SECTION 4, Quorum. At any meeting of the shareholders, the holders of a majority of all-the ‘voting shares of the capital stock of the corporation issued and outstanding, present in person or represented by proxy, shall constitute a quorum, Meetings et which Jess than quorum is represented may, bowever, be adjourned from time to time to a further date by those who attend, without further notice other than the announcement at such mecting, and when & quorum shall be present upon any such adjourned day, any business may be transacted which might have been transacted at the meeting 2s originally called. SECTION S. Voting. Each shareholder shall be entitled to one (1) vote for each share of voting stock standing registered in his or her name on the books of the corporation, in person or by proxy duly appointed in writing and filed with the Secretary of the meeting, on all questions and elections. No proxy shall be voted after one year Scorn irs date unless said proxy provides for a longer period. Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect P 012/032 JPMorgan Chase JPM-SDNY-00001917 EFTA00155227

--=PAGE_BREAK=--

WAR-03-2010(UED) 13:14 P. 013/032 By-Laws Page 3 as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Mimute Book of the Corporation under its proper date. SECTION 6. Organization The President shall call meetings of the shareholders to order and shall act as cheirman of such meetings, unless otherwise determined by the holders of a majority of all the shares of the capital stock issued outstanding, present in person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of the corporation, but in the absence of the Secretary at any meeting of the shareholders or his inability to act as Secretary the presiding officer may appoint any person to act as Secretary of the meeting. SECTION 7. Inspectocs. Whenever any shareholder present at a meeting of sharcholders shall request the appointment of inspectors, a majority of the shareholders present at such meeting and entitled to vote thereat, shall appoint inspectors who necd not be shareholders, If the right of any person to vote at such mecting sball be challenged, the inspectors of election shall determine such right. The inspectors shall receive and count the votes cither upon an election or for the decision of any question and shall determine the result. Their certificate or any vote shall be prima facie evidence thereof. SECTION 8, Giving Notice Any notice required by statute or by these By-Laws to be given to the shareholders, or to directors, or to any officer of the corporation, shall be deemed to be sufficient to be given by depositing the same in # post office box, in a sealed, postpaid wrapper addressed to such shareholder, director, or officer at his last known address, and such notice shall be deemed to have been given at the time of such mailing. SECTION 9. New Shareholders. Every person becoming a shareholder in this corporation shall be deemted to assent to these By-Laws, and shall designate to the Secretary the address to which he desires that the notice herein required to be given may be seat, and all notices mailed to such addresses, with postage prepaid, shail be considered as duly given at the date of mailing, and any person failing to so designate his address shall be deemed to have waived aotice of such meeting. ARTICLE 10 DIRECTORS SECTION 1. Nusnber, Classification and Term of Office. The business and the property of the corporation shall be managed and controlled by the Board of Directors. Confidential Treatment Requested by JPM-SDNY-00001918 JPMorgan Chase EFTA00155228

--=PAGE_BREAK=--

WAR-03-2010(WED) 13:14 P 014/032 By-Laws Page 4 The number of Directors shall be three (3), but the number may be changed from time to time by the alteration of these By-Laws, The first Board of Directors of this corporation shall hold office until the first annual meeting to be held immediately after the first annual meeting of shareholders. Directors shall hold office for the term of ane (1) year, and/or until their successors are elected and qualified. SECTION 2. Pisce of Meeting. The directors may hold their meetings in such place or places within or without the Virgin Islands as a majority of the Board of Directors may, from time to time, determine. SECTION 3. Mostings. Meetings of the Board of Directors may be called at any time by the President or Secretary, or by a majority of the Board of Directors. Directors shall be notified in writing of the time, place and purpose of all meetings of the Board, except the regular annual meeting held immediately after the armmual meeting of shareholders, at least three (3) days prior thereto. Any director shall, however, be deemed to have waived such notice by his attendance at any meeting, SECTION 4, Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and if at any meeting of the Board of Directors there is less than 3 quorum present, & majority of those present may adjourn the meeting from time to time. SECTION 5. Manner of Acting At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may bold. Except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-Laws, the action of 2 majority of the directors presen: at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at 2 duly called mecting of the Board. SECTION 6. Removal and Vacancies. Any directors may be removed by a majority vote of the Board of Directors, and vacancies in the Board of Directors shall be filled by the remaining members of the Board and each person so elected shall be a director until his successor is elected by the shareholders, who may make such ciection at the next annual meeting of the stockholders or at any special meeting duly called for that purpose. SECTION 7. Compensation. No director shall receive eny salary or compensation for his services as director, unless otherwise especially ordered by the Board of Directors or By-Laws, Confidential Treatment Requested by JPM-SDNY-00001919 JPMorgan Chase EFTA00155229

--=PAGE_BREAK=--

WAR-O3-2010(WED) 13:14 P. 015/032 ARTICLE IV OFFICERS SECTION 1. Election The Board of Directors shall select a President, a Secretary and 2 Treasurer and may select one (1) or more Vice-Presidents, Assistant Secretaries or Assistant shall be for one (1) year and until their successors are chosen. No one of such officers, except the President, need be a director, but a Vice-President who is not a director, cannot succeed to or fill the office of President. Any two (2) of the above-named offices, except those of President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one (1) capacity. The Board of Directors may Sx the salaries of the officers of the corporation. SECTION 2, The Board of Directors may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the corporation. All officers and agents shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be designated by the Board of Directors. Any officer or agent may be removed, or any vacancies filled by the Board of Directors whenever, in their judgment, the business interests of the corporation will be served thereby. SECTION 3. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. ARTICLE V DUTIES OF OFFICERS SECTION 1. Presidect. The President shall be the chief executive officer of the corporation, and in the recess of the Board of Directors shall have the general control and management of its business and affairs subject, however, to the right of the Board of Directors to delegate any specific power except such as may be by statute exclusively conferred upon the President, to any other officer or officers of the corporation. He shall preside at all meetings of the directors and ail meetings of the shareholders, unless otherwise determined by a majority of all the shares of the capital stock issued and outstanding, present in pergon or by proxy. SECTION 2 Vice-President, In case the office of President shall become vacant by death, resignation or otherwise, or in case of the absence of the President or his inability to discharge the Confidential Treatment Requested by JPM-SDNY-00001920 JPMorgan Chase EFTA00155230

--=PAGE_BREAK=--

WAR-03-20!0(WED) 13:14 P. 016/032 duties of his office, such duties shail, for the time being, devolve upon the Vice-President, who shail do and perform such other acts as the Board of Directors may, from time to time, authorize him to do, but a Vice-President who is not a director cannot succeed to or Gill the office of President. SECTION 3. Treagurer. The Treasurer shall have custody and keep account of all money, funds and property of the corporation, unless otherwise determined by the Board of Directors, and he shall tender such accounts and present such statement to the Board of Directors and President as may be required of him. He shail deposit all funds of the corporetion which may come into his hands in such bank or banks as the Board of Directors may designate He shall keep his bank accounts in the name of the corporation and shall exhibit his books and accounts, at all reasonable times, to any director of the corporation upon application at the office of the corporation during business hours. He shall pay out money as the business may require upon the order of the properly constituted officer or officers of the corporation, taking proper vouchers therefor, provided, however, that the Board of Directors shall have power by resolution to delegate any of the duties of the Treasurer to other officers, and to provide by what officers, if any, all bills, notes, checks, vouchers, order or other instruments sball be countersigned. He shall perform, in addition, such other duties as may be delegated to him by the Board of Directors. SECTION 4. Secretary. The Secretary of the corporation shull keep the minutes of all the meetings of the shareholders and Board of Directors in books provided for that purpose; he shall attend to the giving and receiving of all notices of the corporation; he shall sign, with the President or Vice-President, ia the name of the corporation, all contracts authorized by the Board of Directors and when necessary shall affix the corporate seal of the corporation thereto; he shall have charge of the certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors may direct; all of which shail at all reasonable times be open to the examination of any director upon application at the office of the Secretary, and in addition such other duties as may be delegated to him by the Board of Directors. ARTICLE VI AMENDMENT The shareholders or the Board of Directors may alter, amend, add to of repeal these By-Laws, including the fixing and altering of the number of members of the Board of Directors; provided that the Board of Directors shail not make or altcr any By-Laws fixing their qualifications, classifications or term of office. Confidential Treatment Requested by JPM-SDNY-00001921 JPMorgan Chase EFTA00155231

--=PAGE_BREAK=--

Date(mmddyyyy] Box Number Form Type = "CITADEL" | CLIT IT) Doc Code Doe Code DocCode DocCode Account Numbers Confidential Treatment Requested by JPM-SDNY-00001922 ase JPMorgan Ch EFTA00155232

--=PAGE_BREAK=--

Confidential Treatment Requested by JPMorgan Chase RECEIVED JUN 27 2008 JPM-SDNY-00001923 EFTA00155233

--=PAGE_BREAK=--

Date[mmddyyyy] _Box Number Form Type = "CITADEL" | feetzeo?’} [TT TI TTTID Doc Code Doc Code eeeaaee Doe Code Account Numbers bs JC JC CO Cod) Account Numbers TR: mA Confidential Tre: zaimen nt Requested by JPM-SDNY-00001924 lorgan Cha: EFTA00155234

--=PAGE_BREAK=--

RECEIVE JUN 27 2098 Nanen K. Tnoyke 4 3)- 0 £Xp Confidential Treatment Requested by JPM-SDNY-00001925 JPMorgan Chase EFTA00155235

--=PAGE_BREAK=--

E DARREN K TNOYRE | Serer toro Number Form Type = “CITADEL” Doc Code Doc Code UT Doc Code Account Numbers fs JCC CO Cd) Cd Cod TR aT Confidential Tre: zatmen nt Requested by JPM-SDNY-00001926 in Chai JPMorgan EFTA00155236

--=PAGE_BREAK=--

RECEIWeE JUN 2 7 2008 Confidential Treatment Requested by JPM-SDNY-00001927 JPMorgan Chase EFTA00155237

--=PAGE_BREAK=--

Comments DARREN INDYKE Datei mmaddy yyy] Box Number Form Type = “CITADEL” Doc Code DocCode DocCoce DocCode Account Numbers | Cd Cd Cd Cd Cd Cd Cd Cd Cd Cd Cd CO) Cd) Cd Cd Cd Cd Cd Cd Cd Cd Cd CO _ Confidential Treatment Requested by JPM-SDNY-00001928 JPMorgan Chase EFTA00155238

--=PAGE_BREAK=--

RECEIVED JUN 2? 2008 Confidential Treatment Requested by JPM-SDNY-00001929 JPMorgan Chase EFTA00155239

--=PAGE_BREAK=--

comment Ci $ HARRY BELLER Date[mmddyyyy] Box Number Doc Code Doe Code DocCode Doc Code | 925 | Confidential Treatment Requested by JPMorgan Chase Form Type = "CITADEL" Account Numbers JPM-SDNY-00001930 EFTA00155240

--=PAGE_BREAK=--

P. 003/032 WAR-03-2010(WED) 13:10 Confidential Treatment Requested by FINANCIAL TRUST COMPANY, INC. ‘The undersigned, being the sole sharcholder of Finanetal Trust Company, Ine. & United States Virgin islands corporation (the “Cocpocasion”), in lieu of holding « meeting, does beroby consent to the adoption of the following resolutions and the taking of ull action required or permitted thereby: WAIEREAS, on September 21, 2007, Jeffrey E. Bpstein msigned as a discctor of the Corporation aad as 2 result the mumber of ditactors of the Corporation has been reduced to two directors; and WHEREAS, Aricie [1 Section | of the By-Laws of the Corporation requires thet there be three directors of the Corporation; NOW, THEREFORE BE IT RESOLVED, that, effective as of September 21, 2007, the following persons be, and cach af them hereby is, elected as director of the Corporation, cach to serve umtil his | or her successor is duly clected by the sole sharcbolder of the Corporation and shall have qualitied, or until his or hee carlier death, resignation or removal, whichover shell be first to And be it the Corpo who war heaf claned ws recto ofthe Corporates cer an a director of the Corporation. s tbe, and cach of them hereby is, removed as Dated: Sepember 21, 2007 |so JPM-SDNY-00001931 EFTA00155241

--=PAGE_BREAK=--

war-03-2010(WED) 13:10 P. 002/032 FINANCIAL TRUST COMPANY, INC. The undersigned, being all of the directors of Financial Trust Company, Inc., a. United States Virgin Islands corporation (the “Corporation”), in hieu of holding a meeting, do hereby oer» ganas ieniitiataaan Tequired or permitted thereby: a — RESOLVED, that the following persons be, and each of them hereby is, selected to hold the office of the Corporation set forth opposite such person’s name below, each to serve as such until his or her successor shall have been duly selected by the Board of Directors of the Corporation snd shall have qualified, or until such person's earlier death, resignation or removal, which ever ghall be first to occur: President: Darren K. Indyke Vice President: Cecile De Jongh Vice President: Jeanne Bronnan Treasurer: Jeanne Brenan Sceretary: Cecile De Jongh And be it FURTHER RESOLVED, that all persons currently serving as officers of the Corporation, who were heretofore selected as officers of the Corporation other than pursuant to the immediately preceding resalution, be, and cach of them hereby is, removed as an officer of the Corporation. by Dated: September 21, 2007 x Confidential Treatment Requested by JPM-SDNY-00001932 JPMorgan Chase EFTA00155242

--=PAGE_BREAK=--

Commeres Date{mmddyyy) Box Number Form Type = "CITADEL" | Doc Code DocCode DocCode DocCode Account Numbers ee 0 J OC CO) Ca) Confidential Treatment Requested by JPM-SDNY-00001933 JPMorgan Chase EFTA00155243

--=PAGE_BREAK=--

2010-Mar-01 0413 OM JOMerganChase 212-464-0318 $/15 1.P. Morgan Entity Resolution Form JPMorgan SSS sida Soy cy ato os rene TA ha "eoay ) Go ergoeinad Certify that the following is copy of tye gore pat ant Sacemmene on the anseer p11, Lo bocy wes present and voting ard thet these resolutions have not end are now In full force and Please check the line to the left of any one or more of the following resolutions which have been adopted. If the line to the left of any particular lettered subdivision Is not checked, thet resolution has not been adopted. whatsoever In which J.P. Morgen ney deel, broker or act a3 counterparty from time to Uma; to enter into any derivative transections with respect to the foregoing, including over the counter equity Cerivetives and structured transactions (Including, but not limited to options, swaps, collers, cops and floors); pledge any funcs or instruments for the purposes of securing the Enthy's objigations with respect to the foregoing to establish and cperete ome or more brokeruge Or other a¢courts In conmaction with foregoing activities and transactions; and, to act on behalf of the Entity in all respects regarding the Entity’s brokerege accounts. €. Credit XK. 4, RESOLVED, that the persons specified sbove ere suthorized In the name and on behslf of the Entity: to borrow from time to time from 1. Morgan sums of money, for periods cf tine and upen terms as mey to them in their discretion seen advisable; to execute notes or other obligations to evidence borrowings; to enver Into agreamants with respect to borrowings, to discount with ).P. Morgan any bills oF notes receivable held by the Entity upon such terme as they may Geem proper; to apply for end obtain jatters of crest and to 19, Morgan Use FINANCIAL TRUST COMPANY INC Tine Willss SPN S7OTSROSOE CAS lof2 aad Banker/Invesior 108 049 Confidential Treatment Requested by JPM-SDNY-00001934 JPMorgan Chase EFTA00155244

--=PAGE_BREAK=--

PPE Mer WY TEND SM LBMpreor Chase 292 6b4 OE c.*6 J.P. Morgan Entity Resolution Form JPMorgan F, Gencrat KX © RESO VED, Ihet thoes Indteiguala identified [1 adave, acting in the mennar spectint herc'n, are aUToczed te Colequte the authorzy grertes under the COMIN te 2ny OLS! HEATON by wrDter eppginiment sLOTI-tAd 19 3. Mergat ond any toch dacomement shat remain fr, fu!) ond effect wet! ).P. thal rece'ee wittten not'es to the Contrary from ine Entty 3.6 RESOLVED, thet any trantaction cf the type evthertzed by te preceding resstutions wich has beet taken ore haraby in at recpects approved, confirmed anc ratios; and X, 7. RESOLVED, that any rere. vitor corvfed to 27. by the Secretary, of ote" duty appainted officer ef the Entty chal remain in, ful: forge ard effect yntl LP. Manges shal receive comics den cfs subsequent resalvi'on emerding, of reworlng naperseaing LB. RESOWVED, aay parsons sutmerized to act by We preceding resolutions may ut™ue the Wet sRe provided by J.P. Morgan (the “Sioe") whe the internet 24 hows a day, Sever Gays © week te ett in the Manner Incicrted ie this revohet'on srcvided the furecionallty ts weallatic vie the Ste. Tracsections eequiring More than one s’grature te commplacn wil not Se evelebie vie Pre Site. Site vetge Sy ony Asthoraed Perse & subjec: to Ce Wet sila eqreerents ond Petlenercs ewarabte cr the Wob 2a, oF wie herd copy at your request. Certification of Incumbency (Pertnership should not OC econ corstasee of uncraaess mean to eemepleree shan tne notiarioed Sgrare ore Wenttiad by U6 @*. 1 8's0 cetity (yet the (oSowrg ore olf cert cf this Entity e'ected er enecimes unit Incl successors are elected or eppeinted and that you she! Be entt ec te rely Upes thelr Continued Meurmbency anc Em azmErmen: Le ect for (he EnDty unKil ya Nave Been turvshed whim @ Cuty cored aacice to he COM-ery: Tyee bie ie ee r=) mi, Oe Pim hene ind ke > Te a “te “hahnerete MK. Signature (Portnership) Segratures of af general perirers (type ¢r print Names reat to signatures) on Ttiste ore Pte 1, Signeture (Entities other than Partnerships) Sor SrOen tape oat eny hand os Raeetany tor eter Gly Camere Rae) of Wie BERRY OH OE 18 ace OF Confidential Treatment Requested by JPM-SDNY-00001935 JPMorgan Chase EFTA00155245

--=PAGE_BREAK=--

| Date[mmddyyyy] Box Number Form Type = "CITADEL" | 03082010 Doc Code DocCode ODocCode DocCode Account Numbers bs JCJ CJ CJ Ca) Cd) Account Numbers JPM-SDNY-00001936 EFTA00155246 Confidential Treatment Requested by JPMorgan Chase

--=PAGE_BREAK=--

Confidential Treatment Requested by JPMorgan Chase 2010-Mar-01 0413 PM JOMorganChase 212-464-0318 J.P. Morgan Entity Account Application JPMorgan 6100 RED 8-3 ST THOMAS Country VIRGIN ISLANDS ~i@§ »,, 00802 ‘The following fields are required for Brokerage and IM Accounts: Revenue (£) Dom + rt hes (9) /ot aq t- cmv sus) (8 [ge agi het Worth (8) / 20 Hem a 6. Account Information Tie of sccount/Neme of business: FINANCIAL TRUST COMPANY INC C/O AMERICAN YACHT HARBOR 0000 Corporation O Partnership 0 PIC/PHC O Scie Proprietorship Check If applicable CO Foundation © Lirritedé Liability Company © Urriited Liebsllty Partnership © Not for proftt 1 have apgied to open the following accounts: C Checking Account © Money Market Depcett Account/Savings O Investment Menegemant/Third Party Manager (discretionary) GB Asset/Brokerage =O) AssatyCustody I for 8 Une of Credix Inked to my Asset Account O Yer 6 No 8 U-l form will be open to the security Interest provisions Agreement Delow os for oF my Obligations. C. Ownership Information held oparating company in which any one person OF entity has 25% or more of the Ownership interest? ‘The following Individuals are authorized to Inquire edo end receive 8!\ Information about my eccounts end trenmactions, inchyding eccuss to eccourt Information made avaliable on ).P. Morgan websites: RICH KAHN, MARRY BELLER Neme £. Information (required for Brokerage accounts onty) By Chacking to ber Salon 8 coment te a cereeth Geary of Een eens Sa ee to, communications, and meranting end se!e9 Cocuments to my securities ectivity for al Investment products including both May De rotfied Dy e-mel regerding the above My objective for this eccourt (check one): © Capital Speculative or aggressive investrents thet may gerarete Ngher returns but may be riskier than cther Investments because | may jose all or part of my Investment (check ona): Bf Are permitted in this account © Are not parmikted in this account Primary source of income: BM investments O Operating income G Other Pieane Indicate the number of years of personel trading experience for the suthorized party(s) or this account: Stocks 20 Bonds 20 Commodities 220 Exchange Markets 20 Options 20 I currently Neve brokerege occounts wih the following Arrs: 2 serene Une Caly FINANCIAL TRUST COMPANY INC Tithe 2811138 SPN 3/18 JPM-SDNY-00001937 EFTA00155247

--=PAGE_BREAK=--

2010-Mar-01 0413 PM JPMorganChase 212-464-0318 Confidential Treatment Requested by J.P. Morgan Entity Account Application JPMorgan £. Continued - Brokerage Information (required for Grokerage accounts only) Authorized Persons for Brokerage tracing ‘The following individusis shell be suthorined to trade in the account (8 Power of Attorney or Resolution will be required to grant trading suthorzation to these individuals). ‘ ee LO cLAEen ate oe ee es 10% Of 8 pUBEC corporation's smxck: © Yes 1 yes, neme of person Nama of corporation Uf yes, is the corporstion traded publicly on a U.S, stock exchange? O Yer € No Lardy sr aawrngl—r- ‘sauaahahamameaeaaalaataaaeniiaameerie emma Sroker-Oesler: © Yes If yes, Broker-Dealer must provide written permission on corporate letterhead to open « Brokerage or Margin Account. ” in Cations, over- SYe ON the-counter treded options or structured products) _ Yes (2 Derivatives Apgcovel form wil be required) _9.Ro_ F. Agreement 1 have read, understand enc tw this apptication and elther the Genera! Terms far Accounts and Services and Agreement or, for certain OF savings Gepost accounts, the Account Rules (in each case, our “Agreement”). CE NN Re Ee ee won DARREN K_INOYKE Oete x2 — > JEANNE BRENNAN Deve Print 1.8, Morgan Use Only FINANCIAL TRUST COMPANY INC Te 2SLLL38 SPN 9707980808 CAS 2of2 Casey Mary ¢ B2nker/investor Cas 1060 4/5 cs JPMorgan Chase JPM-SDNY-00001938 EFTA00155248

--=PAGE_BREAK=--

| Comments | Date{mmddyyyy] Box Number Form Type = "CITADEL" 03082010 Doc Code DocCode DocCode DocCode Account Numbers | A Cd Confidential Treatment Requested by JPM-SDNY-00001939 ase JPMorgan Ch EFTA00155249

--=PAGE_BREAK=--

FINANCIAL TRUST COMPANY, INC. Unanimous Consent of Directors In Lieu of Meeting The undersigned, being ali of the directors of Financial Trust Company, Inc, a Virgin Islands corporation (the “Corporation’), do hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that Darren K. Indyke, the President of the Corporation, acting singly, be, and he hereby is, authorized and directed, for and on behalf of the to open and fully operate banking, custody, and brokerage accounts at ].P, Morgan, and may delegate full operational authority over banking, custody, and brokerage accounts to other employees, officers, or agents of the Corporation, such authority to remain in full force and effect until any one of the President, a Vice President, the Treasurer or the Secretary of the Corporation, acting singly, sends J.P. Morgan written notice to the contrary. Dated: March 8, 2010 Confidential Treatment Requested by JPM-SDNY-00001940 JPMorgan Chase EFTA00155250

--=PAGE_BREAK=--

Comments Da ddyyy) Box Number Form Type = "CITADEL" | CLOUT TTT) Doc Code DocCode DocCode DocCode Account Numbers | Cd Confidential Treatment Requested by JPM-SDNY-00001941 ase JPMorgan Ch EFTA00155251

--=PAGE_BREAK=--

aR => -03-2010(WED) 13:11 P. 008/032 THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE, ST. THOMAS Ua All So Whom These Presents Shall Come: I, the undersigned, LIEUTENANT GOVERNOR, do hereby certify that FINANCIAL TRUST COMPANY, INC, of the Virgin Islands filed in my office on —Mawember 6. 1598 as provided for by law, Articles of Incorporation. duly acknowledged; WHEREFORE the persons named in the said Articles, and who have signed the same, and their successors, are hereby declared to be from the date aforesaid, a corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated Witness my band and the Sea! of the Government of the Virgin Islands of the United States, at Char- lotte Amalie, St. Thomas, this 225". day of a elie, 192A. Confidential Treatment Requested by JPM-SDNY-00001942 JPMorgan Chase EFTA00155252