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Page 9 of 9 Pages
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SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant Secretary
of Morgan Stanley Asset Management Holdings Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), certify
that the following resolutions were duly and validly adopted by a Consent in
Lieu of a Meeting of the Board of Directors of the Corporation dated as of
August 19, 1997 and that resolutions are in full force and effect on the date
hereof:
RESOLVED, that the resolutions adopted by the Board of Directors of
the Corporation as of June 3, 1996 relating to the authorized signatories
of Miller Anderson & Sherrerd, LLP ("Miller Anderson") are superseded by
the following resolutions; and
RESOLVED FURTHER, that the Corporation, as sole general partner of
Miller Anderson, authorizes the following individuals to enter into and
execute all agreements and other documents on behalf of Miller Anderson:
Arden C. Armstrong
Glenn E. Becker
Thomas L. Bennett
John D. Connolly
Kenneth B. Dunn
Stephen E. Esser
Paul A. Frick
J. David Germany
Robert L. Hagin
Ellen D. Harvey
Nicholas J. Kovich
Steven K. Kreider
Robert Marcin
Mary Ann Milias
Scott F. Richard
James D. Schmid
Gary Schlarbaum
Lorraine Truten
Horacio Valerias
Marna C. Whittington
Richard B. Worley
RESOLVED FURTHER, that any and all actions taken and all agreements
and other documents executed on behalf of Miller Anderson prior to the date
hereof by any of the persons listed about are ratified and approved.
RESOLVED FURTHER, that any and all actions to be taken, caused to be
taken or heretofore taken by any officer of the Corporation in executing
any and all documents, agreements, and instruments and in taking any and
all steps (including the payment of all expenses) deemed by such officer as
necessary or desireable to carry out the intents and purposes of the
foregoing resolutions are authorized, ratified, and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal
of the Corporation as of the 20th day of August, 1997.
/s/ CHARLENE R. HERZER
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CHARLENE R. HERZER
ASSISTANT SECRETARY
