Unanimous Consent of Directors

It has become customary to prepare Unanimous Consents of Directors for many
transactions even if such actions are not required by the relevant By-laws
and/or Certificate of Incorporation. Please consider carefully whether
Unanimous Consents of Directors are necessary or appropriate in a particular
transaction, i.e., the transaction is a significant transaction or evidence
of authority is required for a legal opinion. When in doubt, please review
the By-laws and Certificate of Incorporation of the relevant entity and
discuss the matter with a member of the Office of the General Counsel.

Thank you.