REPUBLIC OF THE PHILIPPINES )

_________________________ ) S.S.

SECRETARY’S CERTIFICATE

I, ___________________________, Filipino, of legal age, with address at

____________________________________________________, after having been duly sworn in accordance with
law, do hereby certify as follows:

1. I am the duly elected and incumbent Corporate Secretary of ______________________________, a

corporate duly organized and existing under Philippine laws with principal office at
_______________________________________________, (the “Corporation”);
2. As Corporate Secretary, I have custody and access to records of the Corporation, including the minutes of
the meetings of its Stockholders and Board of Directors;
3. At the meeting of the Board of Directors of the Corporation held on _______________ 20 ____, with prior
notice given to all directors and duly called for the purpose, at which meeting a quorum was present and
acted throughout, the following resolutions which are in conformity with the Articles of Incorporation and
By-Laws of the Corporation were duly approved:

FOR DEPOSIT ACCOUNTS/PLACEMENTS/INVESTMENTS

“RESOLVED, to authorize the Corporation to open and maintain Peso, Dollar, FCDU, Savings,
Current, Time Deposit Account(s) (“Account”), make deposits, placements and/or investments or trusts
and to avail of cash management facilities and other products/services with UNIONBANK OF THE
PHILIPPINES (the “Bank”) and in connection therewith, to authorize: (___) ANY ONE; (___) ANY TWO of
the following officers of the Corporation, namely:

NAME TITLE/DESIGNATION SPECIMEN SIGNATURE

____________________ __________________ ____________________

____________________ __________________ ____________________
____________________ __________________ ____________________

to sign, execute and deliver any and all documents and agreements relative thereto; to request for
documents and designation of recipients of such requested documents in relation to the Corporation’s
Account(s); to sign for and in behalf of the Corporation any and all the checks, drafts, bills of exchange,
withdraw slips, orders of payment and similar instruments drawn against said Account(s); to endorse
checks, drafts, notes and other instruments for negotiation of payment or for deposit and collection or
withdrawal from said Account(s); to close the Account(s), receive the balance(s) thereof and sign any and
all documents that the Bank may require in connection therewith.”

“RESOLVED, that the foregoing officers be authorized to transmit or communicate their

instruction via facsimile and electronic means in connection with the exercise of the foregoing powers and
to confirm the authenticity of the facsimile and electronic instructions using the following fax numbers an
email addresses:

Fax Numbers Email Addresses

#1 _________________ #1 _______________________________________________
#2 _________________ #2 _______________________________________________
#3 _________________ #3 _______________________________________________

The foregoing officers are also hereby authorized to give any facsimile and electronic instructions to the
Bank for the payment or transfer of money other than to the Corporation’s accounts in the Bank up to the
amount of PHP ________________________ for any one transaction.”

“RESOLVED FURTHER, that the Corporation shall be considered fully bound by the facsimile and
electronic instructions received by the Bank and by the terms and conditions of the Bank’s standard forms
for the transactions processed through the facsimile and electronic instructions, to the same extent and in
the same manner as if its authorized signatories had accomplished the Bank’s standard forms;”

“RESOLVED FINALLY, that the Corporation shall indemnify and keep the Bank free and harmless
from all actions, proceedings, claims, loss, damage, costs and expenses which the Corporation, the Bank,
or third parties may suffer arising from or in way related to the Bank’s reliance on the instructions
transmitted by facsimile or email.”

FOR AVAILMENT OF UNIONBANK BUSINESS BANKING AND OTHER BAK PRODUCTS

 “RESOLVED, that the Corporation be authorized to avail of UnionBank Business Banking products
and services or any successor online platform for cash management products and other products /
services of the Bank as may be appreciate for the Corporation which shall involve the processing of
transactions including but not limited to, account inquiry, fund transfer, and bills payment involving the
Corporation’s accounts with the Bank and to open and enroll such Corporation’s accounts to effectively
manage its collections and disbursements therein.”

“RESOLVED, FURTHER, that for the foregoing purposes, (___) ANY ONE; (___) ANY TWO of the
following officers of the Corporation be authorized to sign, execute and deliver for and in behalf of the
Corporation, all the forms, undertakings, contracts and agreements under such terms and conditions as
may be imposed or imposable by the Bank to avail UnionBank Business Banking products and to use,
access, and maintain the Corporation’s account(s) enrolled therein. The following officers are also hereby
authorized to change the Corporation’s account enrolled in UnionBank Business Banking, to update the
approval set up, to designate, remove, add or replace transaction approvers, Users in general and Users of
each service available therein, to designate a System Administrator with administrative access rights for
Self-Service Administrative Access, and to avail other products/services or facilities of the Bank or to
cancel existing availments.”

NAME TITLE/DESIGNATION SPECIMEN SIGNATURE

_____________________ _________________ ____________________

_____________________ _________________ ____________________
_____________________ _________________ ____________________

FOR LOANS/CREDIT ACCOMMODATIONS AND SECURITY ARRANGEMENTS

“RESOLVED, that the Corporation be authorized to borrow, apply for, negotiate and/or secure a
loan and/or other credit accommodations and facilities from the Bank in the principal aggregate amount
of PESOS: ___________________________________________________ (PHP) _________________ as
well as temporary excesses or permanent increases thereon as may be approved by the Bank from time to
time; to obtain additional loans, or credit facilities and accommodations for such amounts as may be
determined by the authorized signatories herein and approved by the Bank; discount and/or negotiate
drafts, commercial papers, receivables of the Corporation of whatever nature; purchase, exchange, sell or
otherwise deal in or with stocks, bonds or other securities, bills and checks, including without limitations
third party checks drawn in favor of the Corporations and/or checks otherwise indorsed by the
Corporation as second endorser thereof which the Corporation agrees to be bound to the Bank in case of
their dishonor upon presentment; bind the Corporation as guarantor or surety of the obligations of third
persons, affiliates or subsidiaries of the Corporation for such amount/s as the authorized officers
mentioned herein may deem to be in the best interest of and in furtherance of the business of the
Corporation, as well as to mortgage, pledge, assign or otherwise encumber in favor of the Bank any or all
assets or properties of the Corporation, whether real or personal, tangible or intangible, inclusive of but
not limited to the following:

Description of Collateral / Security

as security for said loans or credit accommodations and facilities which may be required by the Bank and
under such terms and conditions as may be agreed upon with the Bank; and for this purpose. TO
AUTHORIZE:

(____) ANY ONE; (____) ANY TWO

of the following officers of the Corporation namely:

NAME TITLE/DESIGNATION SPECIMEN SIGNATURE

_____________________ __________________ _____________________

_____________________ __________________ _____________________
_____________________ __________________ _____________________

To negotiate and agree to such terms and conditions of said loan(s) or credit accommodation(s) as may be
required by the Bank, and to effect renewals or amendments thereof or supplements thereto, whether
such renewals, amendments or supplements are in the nature of new separate transactions, and to sign,
execute and deliver, for and in behalf of the Corporation, all documents, all documents, papers and deeds
which may be required by the Bank in connection with said loans or credit accommodations and security
arrangements, and to enter into any settlement with the Bank in all matters affecting the transactions
made in accordance with the authorities granted herein.”
 “RESOLVED FURTHER, that the Corporation hereby agrees and undertakes to reimburse
UNIONBANK for any and all amounts of money that may have been credited by the Bank to the
Corporation’s accounts in the event that any of the checks purchased by the Bank under this resolution
were dishonored by the drawee banks thereof.”

“RESOLVED, FINALLY, that the Corporation shall indemnify and hold the Bank and/or its
directors, stockholders, officers or representatives free and harmless from any and all liabilities, claims,
suits, charges, or expenses, of whatever nature arising out of, in connection with or by virtue of the
implementation of and the Bank’s reliance on these resolutions.”

4. The foregoing authorities and resolutions have not been altered, modified or revoked and that the same
are in full force and effect and binding on the Corporation and that the Bank may rely in these resolutions
unless and until notice in writing is received by the Bank through the Office of the President and a new
Certificate amending, modifying, repealing, or revoking the same is duly received by the Bank.
5. I am executing this Certificate for whatever legitimate purpose it may serve.

IN WITNESS WHEREOF, I have hereunto set my hand at ________________________, on this __________

day of _________________________.

_______________________
Corporate Secretary

SUBSCRIBED AND SWORN to before me this _______ day of __________________ in

___________________ Philippines, affiant exhibiting to me his/her Community Tax Certificate No.
____________________ issued on _________________ at ___________________________.

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