**Exhibit 3.38**

BYLAWS

OF

BIRCH CREEK FUNDING CORPORATION

August 18, 2005

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section1.  Place of Meeting.  All meetings of the stockholders of thiscorporation shall be held at the principal office or place of business of the corporationin its state of incorporation or at such other place or places, either withinwithout the state of its incorporation as the board of directors may order ordirect before the call of the meeting, and the place of meeting shall be statedin the notice or call for the meeting.

Section2.  Annual Meetings.  A meeting of the stockholders shall be heldannually for the election of directors and for the transaction of such otherbusiness as may come before the meeting. The date, place and time of said annual meeting of the stockholdersshall be determined by the board of directors.

Section3.  Special Meetings.  Special meetings of the stockholders shall becalled by the chairman of the board, the president or secretary, upon therequest in writing of a majority of the board of directors.  Special meetings of the stockholders shall becalled by the chairman of the board, the president or secretary, upon therequest of stockholders holding not less than fifty percent of the issuedstock.  Any request for a special meetingshall state the purpose or purposes of the proposed meeting.  Absent effective waiver, business transactedat all special meetings shall be confined to the object or objects stated inthe notice.

Section4.  Quorum at Special Meetings.  The holders of a majority in number of theshares of stock issued and outstanding and entitled to vote, present in personor represented by proxy, shall be requisite and shall constitute a quorum atall special meetings of the stockholders for the transaction of business,except as may be otherwise provided by these bylaws.  If, however, such quorum shall not be presentor represented at any special meeting of the stockholders, the stockholdersentitled to vote, present in person or represented by proxy, shall have powerto adjourn the meeting from time to time without notice other than announcementat the meeting until a quorum shall be present or represented.  At such adjourned meeting at which a quorumshall be present or represented, any business may be transacted which mighthave been transacted at the meeting as originally notified.

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Section5.  Voting Required to Decide.  When a quorum is present at any meeting, aplurality of the votes cast shall decide any question brought before suchmeeting, unless these bylaws otherwise expressly require, in which case such expressprovision shall govern.

Section6.  Proxies.  Every stockholder entitled to vote or toexecute any waiver or consent may do so either in person or by written proxy,duly executed and filed with the secretary of the corporation not less thantwenty days next preceding the vote, waiver or consent.  Except where the transfer books of thecorporation shall have been closed or a date shall have been fixed as a recorddate for the determination of its stockholders entitled to vote, no share ofstock shall be voted on at any election of directors which shall have beentransferred on the books of the corporation within twenty days next precedingsuch election of directors.

Section7.  Record Date.  A record date may be fixed in the manner andfor the purposes authorized by law.

Section8.   Presiding Officers.  Meetings of the stockholders shall bepresided over by the chairman of the board, or, if he is not present, by thepresident, or, if he is not present, by a vice president.  In the absence of all of these officers, anystockholder, or the duly appointed proxy of any stockholder, may call themeeting to order, and a chairman shall be chosen by a majority vote.  The secretary of the corporation, or in hisabsence, an assistant secretary, shall act as secretary at all meetings of thestockholders; but if neither the secretary nor an assistant secretary ispresent, the presiding officer may appoint any person to act as secretary ofthe meeting.

Section9.  Order of Business.  At all meetings of stockholders the followingorder of business shall be observed as far as consistent with the purposes ofthe meeting:

 1.             Call of meeting to order

 2.             Proof of notice of meeting

 3.             Reports of officers

 4.             Reports of committees

 5.             Unfinished business

 6.             New business

 7.             Election of directors

 8.             Miscellaneous business

ARTICLE II

DIRECTORS

Section1.  Number.  The number of directors shall be not morethan nine nor fewer than the minimum number required by the law of the state ofincorporation.  The number of directorsto be elected at an annual meeting of the stockholders may be 

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fixed by thestockholders.  Unless the stockholdersdetermine otherwise, the number of directors shall be the minimum numberrequired by the law of the state of incorporation.

Section2.  Place of Meetings, Books and Offices.  The board of directors may, within or withoutthe state of incorporation at such place or places as may be from time to timedesignated by the board of directors, hold its meetings, keep the books of thecorporation, and maintain one or more offices.

Section3.  Organization Meeting.  The first meeting of each newly elected boardof directors shall be held immediately after the annual meeting of the stockholdersat the same place where said meeting took place, and no notice of such meetingshall be necessary to the newly elected directors in order to legallyconstitute the meeting. A quorum shall be required.  It is provided that such meeting may be at suchplace and time as shall be fixed by the consent in writing of all of thedirectors.

Section4.  Regular Meetings.  Regular meetings of the board of directorsmay be held without notice at such time and place either within or without thestate of incorporation as shall from time to time be determined by the board ofdirectors.

Section5.  Special Meetings.  Special meetings of the board of directorsmay be called by the chairman of the board of directors or by the president onnot less than a forty-eight hour notice to each director, either personally orby mail or telegram.  On the writtenrequest of two directors, special meetings shall be called by the chairman ofthe board of directors, the president or secretary in like manner and on likenotice.

Section6.  Quorum.  At all meetings of the board of directors amajority of the directors shall be necessary and sufficient to constitute aquorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act ofthe board of directors, except as may be otherwise specifically provided bythese bylaws.  If a quorum shall not bepresent at any meeting of the board of directors, the directors present mayadjourn the meeting from time to time without notice other than announcement atthe meeting until a quorum shall be present.

Section7.  Notices.  Notices to directors shall be in writing anddelivered personally or mailed to the directors at their addresses appearing onthe books of the corporation.  Notice bymail shall be deemed to be given when the notice is mailed.

ARTICLE III

OFFICERS

Section1.  Executive Officers.  The officers of the corporation shall bethose required by the law of the state of incorporation and such other officersas may be elected or appointed by the board of directors.

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Section2.  Election.  The officers of the corporation shall beelected annually by the board of directors at the first meeting of the board ofdirectors held after each annual meeting of the stockholders.

Section3.  Removal.  Any officer or agent of the corporation maybe removed by the board of directors whenever in its judgment the bestinterests of the corporation would be served, but such removal shall be withoutprejudice to the contract rights, if any, of the person removed.

ARTICLE IV

POWERS AND DUTIES OF OFFICERS

Section1.  Chairman of the Board.  The chairman of the board when present shallpreside at all meetings of the stockholders and the board of directors.  It shall be the duty of the president toconsult with the chairman of the board regarding important matters of policyand major financial transactions of the corporation, and the approval of theexecutive committee or the board of directors shall be obtained if the chairmanand president are not in accord.  Thechairman of the board shall be a member of the board of directors.

Section2.  President.  The president shall be the principal administrativeofficer of the corporation and shall in general supervise and control all ofthe business and affairs of the corporation. In the absence of the chairman of the board he shall preside at allmeetings of the stockholders and of the board of directors.  He may sign with the secretary or any otherproper officer of the corporation authorized by the board of directors,certificates for shares of the corporation, any deeds, mortgages, bonds,contracts, or other instruments which the board of directors has authorized tobe executed, except in cases where the signing and execution shall be expresslydelegated by the board of directors or by these bylaws exclusively to someother officer or agent of the corporation. The president in general shall perform all duties incident to the officeof president of a corporation and such other duties as may be prescribed by theboard of directors from time to time.  Heshall see that all orders and resolutions of the board of directors are carriedinto effect, subject to the right of the board of directors to delegate anyspecific power or powers to any other officer or officers, agent or agents ofthe corporation.

Section3.  Vice Presidents.  In the absence of the president or in theevent of his inability to act, the vice president, or in the event there be morethan one vice president, the executive vice president if one is so designated,shall perform the duties of the president; and when so acting shall have allthe powers and duties of, and be subject to all the restrictions upon the president.For the purposes of the preceding sentence, if there is more than one vicepresident and no executive vice president, the vice president who has been avice president of the corporation for the longest consecutive period of timepreceding and including the occurrence of the absence or inability of thepresident shall perform the duties of the president and shall have all the 

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powers and dutiesof, and be subject to all restrictions upon the president.  In the absence or inability of that vicepresident, the vice president with the next longest such period of serviceshall perform, and so on.  If there ismore than one vice president and more than one executive vice president, the executivevice president having served the longest such period as executive vicepresident shall perform and, in his absence or inability, the executive vice presidentwith the next longest such period of service as such executive vice president,and so on.  In the event that two or morevice presidents should have the same such period of service, or in the eventthat two or more executive vice presidents should have the same such period ofservice, the first vice president, or the first executive vice president listedin the ballot or motion of their first election or designation as such shallperform, and in the absence or inability of such vice president or executivevice president, the second so listed shall perform, and so on.  Any vice president may sign, with thesecretary or an assistant secretary, certificates for shares of the corporation;and may sign such instruments and perform such other duties as from time totime may be assigned to him by the president or by the board of directors,except in cases where the signing, execution or performance shall be expresslydelegated by the board of directors or by these bylaws exclusively to someother officer or agent of the corporation.

Section4.  Treasurer.  The Treasurer shall have custody of all thefunds and securities of the corporation; when necessary or proper he shallendorse on behalf of the corporation for collection, checks, notes, and otherobligations, and shall deposit the same to the credit of the corporation insuch bank or banks or depository as the board of directors may designate; heshall sign all receipts and vouchers for payments made to the corporation;individually or jointly with another officer as may be designated by resolutionof the board of directors, he shall sign all checks made by the corporation andshall pay out and dispose of the same under the direction of the board ofdirectors; he shall sign with the president or such other person or persons asmay be designated for the purpose by the board of directors all bills ofexchange and promissory notes of the corporation; whenever required by theboard of directors, he shall render a statement of his cash account; he shallenter regularly in the books of the corporation a full and accurate account ofall moneys received and paid by him on account of the corporation; he shall atall reasonable times exhibit his books and accounts to any director of the corporationupon application at the office of the corporation during business hours; and heshall perform all acts incident to the office of treasurer of a corporation andsuch other duties as may be prescribed by the board of directors or the president;and in the absence of the controller, of if no controller is elected, then thetreasurer shall perform the functions of the controller.

Section 5.  Controller.  The controller, if any, shall be theprincipal officer in charge of the accounts of the corporation and shallperform such duties as from time to time may be assigned to him by the presidentor the board of directors.

Section6.  Secretary.  The secretary shall:  (a) attend all meetings of the board ofdirectors and stockholders and keep the minutes; (b) see that all notices areduly given; (c) be custodian of the corporate records and of the seal of thecorporation and 

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have authority toaffix and attest the corporate seal to any duly authorized instrument requiringit; (d) have general care of the stock transfer books of the corporation; and (e)in general perform all duties incident to the office of secretary of acorporation and such other duties as may be prescribed by the president or theboard of directors.

Section 7.  Assistant Vice President, AssistantTreasurers, Assistant Secretaries, and Assistant Controllers.  The assistant vice presidents, assistanttreasurers, assistant secretaries, and assistant controllers, if any, shallperform such duties as shall be delegated to them by the vice president, thetreasurer, the secretary, or the controller, respectively, or as shall beprescribed by president or the board of directors.  Such other officers as shall from time totime be appointed by the board of directors shall perform such duties as shallbe prescribed by the president or the board of directors.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS

AND OTHERS

Section1.  Each person who is or was a director,officer, or employee of the corporation, and each person who serves or may haveserved at the request of the corporation as a director, officer or employee ofanother corporation, partnership, joint venture, trust or other enterprise (andthe heirs, executors, administrators, and estates of any such person), shall beentitled to indemnity to the fullest extent now or hereafter permitted orauthorized by the General Corporation Law of the State of Delaware against anyexpenses, judgments, fines, and settlement amounts actually and reasonablyincurred by such person arising out of his status as such director, officer, oremployee; provided, however, indemnifica­tion will not be mandatory for anyperson seeking indemnity in connection with a proceeding voluntarily initiatedby such person unless the proceeding was authorized by a majority of the entireboard of directors.  The provisions ofthis Section 1 shall not be deemed exclusive of any other rights to whichany person seeking indemnification may be lawfully entitled under the law ofDelaware or any other competent jurisdiction.

ARTICLE VI

GENERAL PROVISIONS

Section 1.  Certificates.  The certificates for shares of the capitalstock of the corporation shall be in such form as shall be approved by theboard of directors and shall be sealed with the corporate seal.

Section 2.  Fiscal Year.  The fiscal year of the corporation shallbegin on the first day of January in each year and end on the last day ofDecember following.

Section 3.  Amendments of Bylaws.  The bylaws of the corporation may be amendedor repealed and new bylaws may be adopted by the stockholders or by the 

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board ofdirectors, without special notice, at any annual meeting of the stockholders orregular meeting of the board of directors or, with special notice of theproposed amendment, repeal, or adoption, at any special meeting of thestockholders or of the board of directors.

Section 4.  Inconsistency with Articles of Law.  To the extent that any bylaw of thecorporation, or a portion of a bylaw, is inconsistent with the articles ofincorporation or with the law of the state of incorporation, the bylaw orportion which is inconsistent with the articles or the law of the state ofincorporation shall not be applied, but all other bylaws of the corporation, orall other portions of the affected bylaw shall remain in full force and effect.

Section 5.  Consent Meetings.  Notwithstanding any other provision in thesebylaws, unless otherwise restricted by the articles of incorporation or the lawof the state of incorpora­tion, any action which is required to be taken or maybe taken at any meeting of the stockholders or board of directors of thecorporation may be taken instead upon the written consent (given before orafter the action) of a majority of the stockholders or directors,respectively.  Any such written consentshall be filed with the minutes of the proceedings of the stockholders or boardof directors.

Section 6.  Notices.  When any notice is required by the law of thestate of incorporation, the articles of incorporation, or by these bylaws, awritten waiver signed by the person entitled to notice, whether before or afterthe time stated, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting. Neither the business to be transacted nor the purpose of any regular orspecial meeting of the stockholders or directors need be specified in anywritten waiver of notice.

Section 7.  Terms. A duly elected officer or director shall hold office until the nextannual election of directors and until his successor shall be duly elected andqualified, but not after his death, resignation, retirement, disqualificationor removal.

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