REPUBLIC OF THE PHILIPPINES) CITY OF IRIGA ) SS. SECRETARY’S CERTIFICATE I, JENET N. OLIVA, OLIVA, Filipino, of legal age, and with office address at San Francisco, Iriga City, being the duly qualified and incumbent Corporate Secretary of 14THNOVEL CORPORATION, CORPORATION, a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at Lot 5-6 Block 6 Citihomes Subdivision, San Nicolas, Iriga City (the “Corporation”), do hereby certify that: 1. At a meeting of the Board of Directors of of the Corporation Corporati on held on May 19, 2014 at the principal office of the Corporation, at which quorum was present and acting throughout, the following resolutions were unanimously approved: RESOLVED, that 14THNOVEL CORPORATION (the “Corporation”) be authorized, as it is hereby authorized, to transact with BDO UNIBANK INC., its trust department, any of its branches, its subsidiaries and affiliates (singularly or collectively referred to as “the Bank”) for the obtainment of loan facilities and availment of banking products and services; RESOLVED FURTHER, that in this regard, the Corporation be authorized, to do the following: 1.
OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. ACCOUNTS . To open, maintain and manage, in the name of the Corporation, any number of savings/current/time and other accounts with the Bank or any of its branches, hereinafter to be referred to as the “Depository Accounts”, and in this regard, to: 1a. Deposit to and withdraw from any of the Depository Accounts, in whatever form and manner, and in such amounts as the Corporation may deem appropriate or necessary; 1b. Close any of the Depository Accounts and ask, demand, se for, collect, and receive the proceeds of such Depository Account in the name of the Corporation; 1c. Receive, accept, endorse and negotiate all checks, drafts, or orders of payment payable to the Corporation or its order which may require the Corporation’s Corporation’s endorsement;
2.
AVAIL OF CREDIT FACILITIES. FACILITIES . To apply for, negotiate and obtain loans or other credit accommodations or facilities, including but not limited to letters of credit, trust receipts, bills purchases, foreign exchange exchange settlement lines, from time to time, in amounts which may be required by the Corporation, which authority shall include renewals, extensions, re-availments, restructuring, amendments or conversions into other credit forms or types, and in this regard, to: 2a. Execute, sign and deliver from time to time the relevant loan agreements, promissory note/s, trust receipts and all other documents pertinent to the accommodations/facilities referred to above; 2b. Avail of of products and services offered by the Bank’s Transactional Banking Group, such as collection and disbursement services, liquidity management, account services, retail products, and to be bound in accordance with and subject to the Bank’s rules and regulat ions, terms and conditions governing the same;
3.
TRANSACT TRADE RECEIVABLES. To negotiate for the sale of the Corporation’s accounts receivables to various investors under the Bank’s Trade receivables Brokering/Receivables Brokering Arrangements;
4.
FOREIGN EXCHANFE TRANSACTIONS. To enter into foreign exchange dealings/transactions with the Bank, such as buying and selling of foreign exchange, and other foreign exchange transactions such as but not limited to forwards, swaps, etc. with the Bank;
5.
MONEY MARKET TRANSACTIONS. To invest in money market placements and other instruments with BDO UNIBANK INC., its subsidiaries and affiliates, including non-bank financial institutions;
6.
TRUST, INVESTMENT MANAGEMENT AND AGENCY TRANSACTIONS. To open, maintain and manage in the name of the Corporation any number of trust, investment management and other agency accounts with the Bank’s trust department and to give any and all instructions and approvals that may be required for the administration, including withdrawals and closure, of these accounts;
7.
ELECTRONIC BANKING SERVICES. To register with and avail of the Electronic Banking Services of the Bank in connection with the foregoing g transactions which may include balance inquiries, bills payments, funds transfers from and to the Depository Accounts;
8.
TRANSACT WITH RELATED COMPANIES. To transact with the Bank’s other subsidiaries affiliates, and related companies;
9.
MORTGAGE, PLDEGE, ASSIGN COMPANY PROPERTY . To mortgage, pledge, assign or otherwise encumber properties of the Corporation, whether real or personal, as collaterals for credit accommodations extended by the Bank.
RESOLVED FURTHER, that any following officers of the Corporation: NAME Justin P. Novela Jenet N. Oliva Mona Liza C. Novela
one
two
all
________
of the
POSITION/TITLE President Secretary Treasurer
be authorized, as they are hereby authorized, to enter into the above-specified arrangements with the Bank under such terms and conditions as the said individuals may deem necessary and to accordingly execute, sign, deliver and/or perform any and all contracts, instruments, documents, instructions or writings with or to the Bank that may be necessary for the implementation of the foregoing transactions. RESOLVED FURTHER, that the Corporation ratify and confirm, as it is hereby ratifies confirms, all that the above named individuals may lawfully do or cause to be done by virtue of these authority given to them. RESOLVED FINALLY, that the foregoing Resolutions shall remain valid and subsisting unless otherwise revoked or amended in writing by the Corporation and duly served on the Bank. 2.
The foregoing resolutions are valid and binding as of the date hereof and have not in any manner been amended or modified.
3.
The following are the incumbent members of the Board of Directors and Officers of the Corporation: NAME Justin P. Novela Rex C. Oliva Jenet N. Oliva Mona Liza C. Novela Manuel B. Catorce II
POSITION President Vice-President Secretary Treasurer Member
IN WITNESS WHEREOF, this certification has been signed this 21 st day of May, 2014 at Iriga City, Philippines.
JENET N. OLIVA Corporate Secretary
SUBSCRIBED AND SWORN TO before me at Iriga City on ______________ affiant exhibiting to me her Passport No. EB86466862 issued on July 12, 2013 at DFA, Legazpi City.
Doc. No. _____; Page No. _____; Book No. _____; Series of 2014.
