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<br />- <br /> <br />- <br /> <br />EXHIBIT "B" <br /> <br />RESOLUTION CERTIFICATE AND CERTIFICATE OF INCUMBENCY <br />OF AMEGY BANK NATIONAL ASSOCIATION (the "BANK") <br /> <br />- <br /> <br />The undersigned hereby certifies as follows: <br /> <br />- <br /> <br />1. I am the officer of the Bank holding the title designated on the signature line of this <br />Certificate. <br /> <br />IIIllIIII: <br /> <br />2. Attached hereto as Annex I is a full, true and correct copy of resolutions (the <br />"Resolutions") duly adopted by the Board of Directors of the Bank in conformity with the Articles of <br />Association and By-laws of the Bank and in accordance with the laws of the State of Texas. <br /> <br />- <br /> <br />3. The Resolutions have not been amended, modified or rescinded, and are in full force and <br />effect on the date hereof. <br /> <br />- <br /> <br />4. The Bank is duly organized and existing under the laws of the United States of America. <br /> <br />5. All franchise and other taxes required to maintain the Bank's existence have been paid and <br />none of such taxes are delinquent. <br /> <br />- <br /> <br />6. No proceedings are pending for the forfeiture of the Bank's authority to do business or for <br />its dissolution, voluntarily or involuntarily. <br /> <br />- <br /> <br />7. The Bank is qualified to do business in each state where the nature of its business requires <br />such qualification. <br /> <br />- <br /> <br />8. There is no provision in the Articles of Association, Bylaws or any other agreement, <br />indenture or contract to which the Bank or its property is subject whichliIEits the ~e~()lution~:lEd <br />the Resolutions are in conformity with the provision of the Bank's Articles of Association and By- <br />laws and with proceedings of the Board of Directors. <br /> <br />- <br /> <br />9. This resolution is made in order to comply with requirements of the Financial Institutions <br />Reform, Recovery and Enforcement Act of 1989, as amended, and 12 U.S.C. 1 823(e), and shall <br />constitute a business record of the Bank and shall be continuously maintained in the official business <br />records of Bank. <br /> <br />- <br /> <br />10. The undersigned officers have been duly elected to the positions set opposite their <br />respective names below and are qualified to act in the present capacities in which they sign for the <br />Bank. <br /> <br />- <br /> <br />11. The signatures appearing opposite each of the undersigned officers is his or her authentic <br />signature and each of the undersigned holds the office designated for the same. <br /> <br />- <br /> <br />- <br /> <br />- <br /> <br />REV. 03-05 <br />