secretary's certificate

7/21/2019 Secretary's Certificate

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REPUBLIC OF THE PHILIPPINES)CITY OF IRIGA ) SS.

SECRETARY’S CERTIFICATE

I, JENET N. 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, adomestic corporation duly organized and existing under and by virtue of the laws of the Republicof the Philippines, with principal office address at Lot 5-6 Block 6 Citihomes Subdivision, SanNicolas, Iriga City (the “Corporation”), do hereby certify that:

1. At a meeting of the Board of Directors of the Corporation held on May 19, 2014 at theprincipal office of the Corporation, at which quorum was present and acting throughout, thefollowing 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, anyof 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 andservices;

RESOLVED FURTHER, that in this regard, the Corporation be authorized, to do thefollowing:

1. OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. To open, maintain andmanage, in the name of the Corporation, any number of savings/current/timeand other accounts with the Bank or any of its branches, hereinafter to bereferred to as the “Depository Accounts”, and in this regard, to:

1a. Deposit to and withdraw from any of the Depository Accounts, inwhatever form and manner, and in such amounts as the Corporation maydeem 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 theCorporation;

1c. Receive, accept, endorse and negotiate all checks, drafts, or orders ofpayment payable to the Corporation or its order which may require theCorporation’s endorsement;

2. AVAIL OF CREDIT FACILITIES. To apply for, negotiate and obtain loans orother credit accommodations or facilities, including but not limited to letters ofcredit, trust receipts, bills purchases, foreign exchange settlement lines, fromtime to time, in amounts which may be required by the Corporation, whichauthority shall include renewals, extensions, re-availments, restructuring,amendments or conversions into other credit forms or types, and in thisregard, 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 theaccommodations/facilities referred to above;

2b. Avail of products and services offered by the Bank’s TransactionalBanking Group, such as collection and disbursement services, liquiditymanagement, account services, retail products, and to be bound inaccordance with and subject to the Bank’s rules and regulat ions, terms andconditions governing the same;



3. TRANSACT TRADE RECEIVABLES. To negotiate for the sale of theCorporation’s accounts receivables to various investors under the Bank’sTrade receivables Brokering/Receivables Brokering Arrangements;

4. FOREIGN EXCHANFE TRANSACTIONS. To enter into foreign exchangedealings/transactions with the Bank, such as buying and selling of foreignexchange, and other foreign exchange transactions such as but not limited toforwards, swaps, etc. with the Bank;

5. MONEY MARKET TRANSACTIONS. To invest in money marketplacements and other instruments with BDO UNIBANK INC., its subsidiariesand 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 oftrust, investment management and other agency accounts with the Bank’s

trust department and to give any and all instructions and approvals that maybe required for the administration, including withdrawals and closure, of theseaccounts;

7. ELECTRONIC BANKING SERVICES. To register with and avail of theElectronic Banking Services of the Bank in connection with the foregoing gtransactions which may include balance inquiries, bills payments, fundstransfers from and to the Depository Accounts;

8. TRANSACT WITH RELATED COMPANIES. To transact with the Bank’sother subsidiaries affiliates, and related companies;

9. MORTGAGE, PLDEGE, ASSIGN COMPANY PROPERTY. To mortgage,pledge, assign or otherwise encumber properties of the Corporation, whetherreal or personal, as collaterals for credit accommodations extended by theBank.

RESOLVED FURTHER, that any one two all ________ of thefollowing officers of the Corporation:

NAME POSITION/TITLE

Justin P. Novela PresidentJenet N. Oliva Secretary

Mona Liza C. Novela Treasurer

be authorized, as they are hereby authorized, to enter into the above-specifiedarrangements with the Bank under such terms and conditions as the said individualsmay deem necessary and to accordingly execute, sign, deliver and/or perform any andall contracts, instruments, documents, instructions or writings with or to the Bank thatmay be necessary for the implementation of the foregoing transactions.

RESOLVED FURTHER, that the Corporation ratify and confirm, as it is hereby ratifiesconfirms, all that the above named individuals may lawfully do or cause to be done byvirtue of these authority given to them.

RESOLVED FINALLY, that the foregoing Resolutions shall remain valid and subsistingunless otherwise revoked or amended in writing by the Corporation and duly served onthe Bank.

2. The foregoing resolutions are valid and binding as of the date hereof and have not inany manner been amended or modified.



3. The following are the incumbent members of the Board of Directors and Officers of theCorporation:

NAME POSITION

Justin P. Novela PresidentRex C. Oliva Vice-PresidentJenet N. Oliva SecretaryMona Liza C. Novela TreasurerManuel B. Catorce II Member

IN WITNESS WHEREOF, this certification has been signed this 21st day of May, 2014at Iriga City, Philippines.

JENET N. OLIVACorporate Secretary

SUBSCRIBED AND SWORN TO before me at Iriga City on ______________ affiantexhibiting to me her Passport No. EB86466862 issued on July 12, 2013 at DFA, Legazpi City.

Doc. No. _____;Page No. _____;Book No. _____;Series of 2014.

secretary's certificate

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