REPUBLIC OF THE PHILIPPINES)

CITY OF MAKATI
) SS.

SECRETARYS CERTIFICATE
I, MICHELLE A. VALE CRUZ, Filipino, of legal age, and with office
address at 1 Ayala Avenue, Makati City, after being sworn in
accordance with law, do hereby depose and state as follows:
That I am the incumbent Corporate Secretary of VC Hotel and Resort
Corporation, a domestic corporation duly organized and existing
under the laws of the Republic of the Philippines, with principal office
address at 1 Ayala Avenue, Makati City;
That in a meeting of the Board of Directors of the Corporation held on
February 7, 2016 at the principal office of the Corporation, wherein a
quorum was present and acted throughout, the following resolutions
were unanimously approved:
RESOLVED, that VC HOTEL AND RESORT CORORATION
(the Corporation) be authorized, as it is hereby authorized, to
transact with BANK OF THE PHILIPPINE ISLANDS, 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.
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 Corporations
endorsement;
2.

AVAIL OF CREDIT 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 settlement lines, from time to time, in
amounts which may be required by the Corporation,
which authority shall include renewals, extensions, reavailments, 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 products and services offered by the
Banks 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 Banks
rules and regulations, terms and conditions governing
the same;

3. TRANSACT TRADE RECEIVABLES. To negotiate

for the sale of the Corporations accounts receivables
to various investors under the Banks Trade
receivables
Brokering/Receivables
Brokering
Arrangements;
4. FOREIGN EXCHANGE 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 Banks 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 Banks other subsidiaries affiliates,
and related companies;

9.

MORTGAGE, PLEDGE, 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 of the following officers of the

Corporation 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:
NAME

POSITION

SIGNATURE

Gertrude P. Pillena
President
Michelle A. Vale Cruz Secretary
Carl Fredson Y. Au
Treasurer
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.

That the foregoing resolutions are valid and binding as of the date
hereof and have not in any manner been amended or modified;
IN WITNESS WHEREOF, this certification has been signed
this 14 day of February, 2016 at Makati City, Philippines.
th

MICHELLE A. VALE CRUZ

Corporate Secretary

SUBSCRIBED AND SWORN TO before me at Makati City on

14 day of February, affiant exhibiting to me her Passport No.
VC987654321 issued on October 28, 2015 at DFA Manila.
th

_______________
Notary Public
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 2016.