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.