REPUBLIC
OF THE PHILIPPINES)
CITY
OF MAKATI ) SS.
SECRETARY’S 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 Corporation’s 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, 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 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 regulations, 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
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 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,
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 14th day of
February, 2016 at Makati City, Philippines.
MICHELLE
A. VALE CRUZ
Corporate Secretary
SUBSCRIBED AND SWORN TO before me at Makati
City on 14th day of February, affiant exhibiting to me her Passport
No. VC987654321 issued on October 28, 2015 at DFA Manila.
_______________
Notary Public
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 2016.
s
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