REPUBLIC OF THE PHILIPPINES )

_____________ CITY ) S.S.

SECRETARY’S CERTIFICATE

I, ________________________, of legal age, _________ (Nationality), and with office

address at______________________________, after having been duly sworn in accordance
with law, hereby certify:

1. I am the Corporate Secretary of _________ (the “Corporation”), a corporation duly

organized and existing under and by virtue of the laws of _______, with principal office at
__________________.

2. At a meeting of the Board of Directors of said Corporation, duly and regularly called and
held on _________________at its principal office, a quorum being present and acted
throughout, the following resolutions were unanimously adopted and recorded in the
minute books of said Corporation, kept by me, and are in accord with and pursuant to the
Articles of Incorporation and By-laws of said Corporation, and are now in full force and
effect, to wit:

A. DEPOSIT TRANSACTIONS

RESOLVED, that RIZAL COMMERCIAL BANKING CORPORATION (the “Bank”) and /or any
of its business centers, be as it hereby is designated as the depository of the moneys
and funds of this Corporation and that each of the officers, agents and employees of this
Corporation is hereby authorized to deposit any of the Corporation’s funds in said Bank,
and said Bank is hereby authorized to pay, encash or otherwise honor and charge to this
Corporation, without inquiry as to whether the same be drawn or required for the
Corporation’s business or benefit, any and all checks, notes, drafts, bills of exchange,
acceptances, orders or other instruments for the payment of money or other
withdrawal of funds, including those which may cause an overdraft, when assigned,
made, drawn, accepted or endorsed on behalf of or in the name of this Corporation by
any _______ of the following officers (the “Authorized Signatories”):
Name Designation Signature

RESOLVED FURTHER that the above-named Authorized Signatories have been granted
the following authority, with any (__) of them signing thereon, to maintain, operate and
manage in the name of the Corporation the such account/s as may be deemed
necessary (Depository Account/s) with the Bank, and to:
a. Open, manage, maintain and operate Depository Accounts with the Bank;
b. Deposit to and withdraw or make fund transfers from the Depository Account/s, in
whatever form and manner, and in such amount as the above officers may deem
appropriate or necessary;
c. Receive, accept, endorse and negotiate all checks, drafts, or orders of payment
payable to the Corporation or its order that may require the Corporation's
endorsement;
d. Enroll and use the Corporation's Depository Account/s with the Bank to serve as
debit account/s to fund the needs/requirements of its subsidiaries, affiliates and/or

Legal Sec Cert Template 10/08/2020

 such other third parties as may be allowed by the Corporation, at its own discretion,
subject to existing policies of the Bank thereon; and
e. Avail of the different channels and/or facilities, including electronic/digital channels,
being offered by the Bank for banking transactions in relation to the Depository
Account/s, including but not limited to Electronic Instruction Agreement (EIA), RCBC
Electronic/Online Banking, etc.;
f. Reactivate dormant Depository Account/s;
g. Open additional Depository Account/s for and on behalf of the Corporation;
h. Close the Depository Account/s and ask, demand, sue for, collect, and receive the
proceeds of the Depository Account/s for and on behalf of the Corporation;
i. Assign and/or further nominate/delegate to its personnel as authorized
representatives (the “Authorized Representatives”), where no restriction has been
provided by the Corporation, to carry out certain acts, such as but not limited to:
issuance of confirmation (whether written or verbal) of banking transactions
undertaken herein, receiving of checkbooks/passbooks/etc.; and
j. Sign, execute, issue, confirm and/or deliver, in writing, verbally and/or digitally, any
and/or all agreements, contracts, instructions, instruments, requests and related
documents, including bank forms and/or renewals, amendments, addenda, etc., as
may be required and accepted by the Bank to implement the foregoing.

RESOLVED FURTHER, that the Bank is authorized to receive for deposit or collection any
items purporting to be endorsed in the name of the Corporation, accept and implement
any of the banking transactions undertaken pursuant to any and/or all of the
authorizations granted above, and hereby ratifying and approving all that the Bank may
do or cause to be done, including execution of agreements or contracts with such
Authorized Signatories, or acting on the instructions, whether written, verbal or digital,
of said Authorized Signatories, including the nomination and/or further delegation of
certain authorizations to Authorized Representatives, on any and/or all of the matters
listed above, in relation to the Depository Account/s of the Corporation;

B. OTHER PRODUCTS AND SERVICES

RESOLVED FURTHER, that the Board approves the Corporation’s availment of such other
products and services being offered by the BANK, under such terms and conditions
which the Bank may prescribe for the Corporation’s availment, use and/or operation.

RESOLVED FURTHER, that the deposit account to be nominated as settlement account

in relation to said products/services belong only to the Corporation and is the only
account where funds in relation to said products/services shall be deposited/credited by
the Bank.

RESOLVED FURTHER, that the following persons are appointed as the authorized
signatories for the availment of the products/services, with authority to execute, issue, enter
into, deliver and/or submit any and/or all documents, agreements, contracts as may be required by
the Bank to implement the foregoing:
Name Designation Signature

RESOLVED FURTHER, that the above-named officers are hereby authorized to negotiate
for the renewal or extension of the products/services from the Bank and to accept all

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 the additional or modified terms and conditions which the Bank may impose with full
power and authority to sign all such contracts of documents embodying such additional
or modified terms and conditions;
RESOLVED FURTHER, that the Corporation understands that the Bank may require such
further authorizations and/or documentation as may be necessary for said
products/services availment and commits to comply with the same;

C. RESOLUTION APPLICABLE TO ALL THE RESOLUTIONS

RESOLVED FINALLY, that all the foregoing authorities shall continue to be in full force
and effect until the same has been superseded, modified and/or revoked by a resolution
to that effect, as subsequently adopted by the board of directors of the Corporation,
duly attested in a notarized certificate, issued by its duly-appointed Corporate Secretary
and conveyed in a written notice actually received by the Bank at its office where the
account of the Corporation is then maintained, provided that such notice shall not be
effective with respect to any exercise of said authorities prior to the receipt thereof, nor
with respect to any checks or other instrument for the payment of money or the
withdrawal of funds dated to the date of such notice, even those of services or
products availed of prior to the receipt of such notice, even if presented to the Bank
prior to the receipt of such notice; and that the Bank is hereby authorized at all times to
rely upon the latest notice, certificate or communication received by it when so
authenticated by the Secretary or as Assistant Secretary of this Corporation.”

3. I FURTHER CERTIFY that the following persons are the incumbent officers and directors of
this Corporation, duly elected in accordance with the Articles of Incorporation and By-Laws
of the Corporation and now hold the office/title in this Corporation set opposite their
respective names:

NAME BOARD OF OFFICE/TITLE

DIRECTORS

_________________ _______________ ________________

_________________ _______________ ________________
_________________ _______________ ________________

4. I FURTHER CERTIFY that the following are the authentic, official signatures of the duly
authorized signatories of the Corporation as indicated in the above-quoted resolutions, to
wit:

NAME OFFICE/TITLE SIGNATURE

5. The above-quoted board resolutions are the latest resolutions adopted by the board and are
valid and binding, and have not been revoked, amended or repealed. These board
resolutions shall be deemed to have superseded, modified and/or revoked by all prior
resolutions adopted by the board of directors of the Corporation and all such prior
resolutions shall have no further force and effect, unless otherwise indicated herein.

6. This certification is being issued to attest to the truth of the foregoing statement and for
whatever purpose it may serve.

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 IN WITNESS WHEREOF, I have hereunto set my hands and affixed the seal of this
Corporation, this _____ day of ______________ 20___ at_________________, _________.

Corporate Secretary

SUBSCRIBED AND SWORN TO BEFORE ME, a duly authorized notary public for and in the above-
named jurisdiction, on this ________ day of ___________ 20___, affiant exhibiting to me
____________________________ bearing his/her picture and signature.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 20___