REPULIC OF THE PHILIPPINES}

CEBU CITY
} S.S.

SECRETARYS CERTIFICATE
I, ____________, Filipino, of legal age, with office address at #___________________, after
being duly sworn to in accordance with law, do hereby depose and state:
1.
I am the incumbent Corporate Secretary of __________________, a corporation
duly organized and existing under Philippine laws, with principal office at __________________;
2.
During the special meeting of the Board of Directors held on ______________ at
the corporations principal office, wherein a quorum was present and acted throughout, where
the directors present discussed the necessity of obtaining loans and/or credit accommodation
with banking/lending institution, to generate funds for the purpose of financing Purchase
Orders for the export of hand-woven baskets, the duly constituted Board of Directors approved
the following resolution, to wit:
RESOLUTION NO. __________
Series of 20__
RESOLVED, as it is hereby resolved, that the Corporation be
empowered and authorized to apply for, negotiate, obtain loans from
_______________, including the renewal, extension and/or increase, rollover or
restructuring thereof, and/or of its existing credit facilities in such amount(s) and
under such terms and conditions as maybe mutually agreed upon, and to secure
and guarantee the payment of the aforesaid loan or credit facilities by means of
mortgage, pledge assignment and any other form of encumbrance upon any and
all properties or assets of the Corporation of whatever kind or nature, as may be
sufficient or required for the purpose.
RESOLVED, FURTHER, as it is hereby resolved, that _______________,
the General Manager, be authorized to transact with _______________ for the
above purpose, and to sign, execute and deliver any and all documents including
but not limited to loan application, disclosure statement, purpose sheet,
applications for letter of credit, promissory note, draft, surety agreement, trust
receipts, mortgages, pledge, assignment, and the like, including the
renewals/extensions/increase/amendments/restructuring thereof, in order to
effectuate the foregoing matters.
RESOLVED, FINALLY, as it is hereby resolved, that ______________, be
furnished with a copy of the foregoing resolutions for its guidance and may
continue to rely on the authority conferred thereon, including the renewal,
increase, roll-over and/or restructuring thereof, unless and except to the extent
that the foregoing resolution shall be revoked or modified by the receipt of any
subsequent resolution/s of the Board of Directors of the Corporation.
3.
That the foregoing Resolution remains valid and has not in any manner been
novated, revoked nor repealed to date.
AFFIANT FURTHER SAYETH NAUGHT
Issued on this ______________________ at ________.

________________________
Corporate Secretary
(JURAT FOLLOWS)