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�9 N G� CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER Denise Peters Brennan and James M. Strother state and certify that: 1. They are the Vice President and Secretary, respectively of Wells Fargo Home Mortgage, Inc., a California corporation. 2. The Agreement of Merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation. 3. There is only one class of shares and the total number of outstanding shares is 100. 4. The shareholder percentage vote required for the aforesaid approval was 100 percent. 5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required. On the date set forth below, in the City of Des Moines in the State of Iowa, each of the undersigned does hereby declare under the penalty. of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge. Signed on November 30, 2000 Denise Peters Brennan, ice President S PInes M. Strother, Secretary ,11 FROVSION HEREIN CDEDRRDR RACE SIJRAIN' RRFRWRCEHEE JOINER FEHRY U1 THE STATE OF TEXAS COUNTY OF HARRIS I WNhaNF Wib jay�M ■n F[ED w Fk MmMEpiaa ,IaNI knrt It u; d �a E,IFRFCIRRER. Y W ORRiII►IRRt R Wiktl kdf INMR d Nai ' � �� cwa.imta \ d�C�' �C�;Z JAN 3 12001 oourmcE.ERRC HARRIS COUNTY • TEXAS w- CA BC D- AGREEMENT OF MERGER LF F>D 11/96 -4 ( #537) ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE ISI NVALID AND UNENFORCEABLE UNDER THE FEDERAL LAW. A CERTIFIED COPY ATTEST: , i� P � � BEVERLY B. KAUFMAN, County Clerk Harris `County, Texas Ag ` 7 � Deputy