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MERIDIAN TRUST COMPANY OF CALIFORNIA <br /> SECRETARY'S CERTIFICATE <br /> I, Judy Davis, do hereby certify that: <br /> (i) I am the duly elected Assistant Secretary of Meridian Trust Company of <br /> California, a California trust company (the "Company"); <br /> (ii) attached hereto as Exhibit "A" is a copy of the Articles of Incorporation <br /> of the Company, as such Articles exist as of the date hereof; <br /> (iii) attached hereto as Exhibit "B" is a true and correct copy of a Certificate <br /> of Authorization issued to the Company by the California Superintendent of Banks, which <br /> Authorization has not been amended or rescinded and is in full force and effect as of the date <br /> hereof; <br /> (iv) attached hereto as Exhibit "C" is a true, correct and complete copy of the <br /> Bylaws of the Company, and as such Bylaws exist as of the date hereof; <br /> (v) attached hereto as Exhibit "D" is a true, correct, and complete copy of the <br /> Signing Authority adopted by action of the Board of Directors of the Company and presently in <br /> effect whereby Vice Presidents, Assistant Vice Presidents, Account Officers, Assistant Account <br /> Officers, and Real Estate Officers are authorized, except as expressly limited therein, to execute, <br /> sign and deliver any instrument or document on behalf of the Company in connection with the <br /> exercise of any fiduciary or agency powers; <br /> (vi) attached hereto as Exhibit "E" is a list of the persons who, as of the date <br /> hereof, are certain duly elected officers of the Company, which list sets forth the title and <br /> signature of each such officer next to his or her typed name, with which signatures I am <br /> personally familiar and do certify as to their authenticity; and <br /> (vii) the serving by the Company in the capacities required in connection with <br /> the transaction described in Exhibit "F" attached hereto has, as of the date hereof, been duly <br /> approved by the Company; <br /> (viii) there are no proceedings pending or contemplated for the dissolution of the <br /> Company. <br /> IN WITNESS WHEREOF, I have hereunto executed this Certificate as Assistant <br /> Secr of the Company and affixed the seal of this Company this rceday of <br /> , 1994. <br /> Judy Day , Assis t Secretary <br /> (Corporate Seal) Meridian Trust Company of California <br />