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2005:01192 SECRETARY'S CERTIFICATE I, Lynn A. Feldman; a duly - elected, qualified, and acting Assistant. Secretary of Burrow Closing Manz�ement Corporation�a California corporation (the "Corporation ") do hereby certify as _ follows: 1. The following resolution were adopted: by unanimous written consent by .the Board of Directors of the Corporation on November 12, 2004 and have not been amended or rescinded and are in full force and effect on the date hereof. RESOLVED, that the following persons listed in Exhibit A, attached hereto, are hereby appointed to serve in the offices set forth opposite their respective names in accordance with the Bylaws of -the Corporation and at the discretion of the Board of Directors of 'thd Corporation until his or her successor has been elected and qualified or until- his- or -her- earli-er- resignation- or7emova l-from office; -aad- be-it- further - - FURTHER RESOLVED, that each of the person listed in Exhibit A are hereby authorized to execute; convey and complete any and all documents necessary to transfer real/personal property(ies) on behalf of the clients of this Corporation. MR 'HER"RESOLVED; that the Secretary -or any- A.ssistiiut Secretary are hereby autlioiized'to execute a Certificates) to certify any of the foregoing: FURTIIER RESOLVED, that all actions -heretofore taken by such °efficers -on behalf of the Corporation, within the scope of their respective duties -.and powers, are hereby . approved, xatif ed° and: -.afhnned --- -= - - -- --FUR_ IUR RESOI, - �D,— that—tbis— consent —may be_siped_in any_.number_ of_.._ counterparts, all of which when taken together will constitute but one and the same document. 2. That the individuals listed in Exhibit A, attached hereto, are duly elected, qualified officers of the Corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name as Assistant Secretary, pursuant to due and lawful corporate au ority this 21 st day of November 2003. Lynn A. Feldman, Assistant Secretary