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<br /> - I '11:, 1) <br /> THE GENL YTE GROUP INCORPORATED <br /> SECRETARY'S CERTIFICATE <br /> I, Donna R. Ratliff, Vice President - Administration and Corporate Secretary of The <br /> Gen!yte Group Incorporated, organized and existing under the laws of Delaware and <br /> having its principal place of business at 2345 Vauxhall Road, P.O. Box 3148, Union, NJ <br /> 07083, hereby certify that the Resolution attached hereto is a true copy of a Resolution <br /> adopted by the Board of Directors at the meeting held on the date stated therein at which <br /> a quorum was present and voting throughout, and that such Resolution is in full force and <br /> effect and is in accordance with the Corporation's Certificate ofIncorporation and by- <br /> laws. , . <br /> 1 further certify that the signature of Dennis Musselman, as affixed below, is known to me, <br /> and ~.rfest as to its genuineness, <br /> /r- ~ <br /> /(~~ J <br /> "---" ' <br /> Dennis Musselman <br /> . <br /> I ~r certify that the Corporation is duly organized and existing under the laws of <br /> De ",y. e, and h?f. po er t . take the action called for by the foregoing resolution. <br /> ,: . J if . <br /> I ¡ '}. . / <br /> L ~ , RATLIF /J <br /> Vice President - Administration <br /> & Corporate Secretary <br /> ,\r---- <br /> . ~ <br /> Dated: April 8, 1997 <br /> SEAL <br />