SECRETARY’S CERTIFICATE

REPUBLIC OF THE PHILIPPINES)

________________________ ) S.S.

I, _______________________, Filipino, of legal age, with office address at

____________________________________________ after having been duly sown to in
accordance with law, hereby certify as follows:

1. I am the Corporate Secretary of _____________________________________., a

corporation duly organized and existing under Philippine Laws with principal office
located at _______________________________________________ (the “Corporation);
2. The following is the list of Stockholders owning at least TWO PERCENT (2%) of the
Corporation’s stock/shares:

NAME TITLE/DESIGNATION

________________ ________________
________________ ________________
________________ ________________
________________ ________________
________________ ________________

3. The following is the list of the incumbent directors of the Corporation.

NAME TITLE/DESIGNATION

________________ ________________
________________ ________________
________________ ________________
________________ ________________
________________ ________________

4. As Corporate Secretary, I have custody and access to the corporate records of the
Corporation;
5. According to the said corporate records, at the meeting of the Board of Directors of the
Corporation held on ____________________ with prior notice given to all directors and
duly called for the purpose, at which meeting a quorum was present and acted
throughout, the following resolutions consistent with the Articles of Incorporation and
By-Laws of the Corporation, were duly approved:
FOR DEPOSIT ACCOUNTS/PLACEMENTS/INVESTMENTS

“RESOLVED, to authorize the Corporation to open and maintain Peso/Dollar/Acceptable

Third Currencies Savings/Current/Time Deposit Account(s) with UNIONBANK OF THE
PHILIPPINES (the “Bank”) and to make deposit, placements and/or investments therein and, in
connection therewith, to authorize:

[ ] ANY ONE (1) [ ] ALL

[ ] ANY TWO (2) [ ] Others: _______________

of the following officers of the Corporation, namely:

NAME TITLE/DESIGNATION SPECIMEN SIGNATURE

________________ ________________ ________________

________________ ________________ ________________

to sign, execute and deliver any and all documents relative thereto; to sign for and in behalf of
the Corporation, any and all the checks, drafts, bills of exchange, withdrawals slips, orders of
payment and similar instruments drawn against said Account(s); to endorse checks, drafts,
notes and other instruments for negotiation or payment or for deposit and collection or
withdrawal from said Account(s).”

FOR LOANS/CREDITS ACCOMMODATIONS AND SECURITY ARRANGEMENTS

“RESOLVED, to authorize the Corporation to borrow, apply for, negotiate and/or secure
a loan and/or other credit accommodations and facilities from the Bank in the principal
aggregate amount of ___________________________________ (P_________), and hereafter
and from time to time, to obtain additional loans, or credit facilities and accommodations for
such amounts as determined by the authorized signatories herein and approved by the Bank,
discount, and/or negotiate drafts, commercial papers, receivables of the Corporation of
whatever nature, purchase, exchange, sell or otherwise deal in or with stocks, bonds or other
securities, bind the Corporation as guarantor or surety to the obligations of third persons,
affiliates or subsidiaries of the Corporation, for such amount/s as the authorized officers
mentioned herein may deem to be in the best interest of an in furtherance of the business of
the Corporation, as well as to mortgage, pledge, assign or otherwise encumber any or all assets
or properties of the Corporation, real or personal, inclusive of but not limited to the following:

Description of Collateral/Security

as security for said loans or credit accommodations and facilities, which may be required by the
Bank and under such terms and conditions as may be agreed upon with the Bank; and for this
purpose TO AUTHORIZE the following officers of the Corporation:
 [ ] ANY ONE (1) [ ] ALL
[ ] ANY TWO (2) [ ] Others: _______________

NAME TITLE/DESIGNATION

________________ ________________
________________ ________________

to negotiate and agree to such terms and conditions of said loan(s) or credit accommodation(s)
as may be required by the Bank, and to effect renewals or amendments thereof or supplements
thereto, whether such renewals, amendments or supplements are in the nature of new or
separate transactions and to sign, execute and deliver, for and in behalf of the Corporation, all
documents, papers and deeds which may be required by the bank in connection with said loans
or credit accommodations such as but not limited to credit line/loan agreements, promissory
notes, checks, drafts, bills of exchange, letter of credit agreements, standby LC agreements,
trust receipts, real estate mortgage, chattel mortgage, pledge, deeds of assignments,
undertakings, guaranty agreements, surety agreements and other security arrangements and to
enter into any settlement with the Bank in all matters affecting transactions made in
accordance with the authorities granted herein.”

FOR AUTHORIZING FAX INSTRUCTIONS

“RESOLVED, to authorize UnionBank to accept, rely and comply with the instructions
and authorizations for and in behalf of the Corporation which are transmitted in the following
manner/devices:
a. Telephone
b. Facsimile (faxed)
c. Or other means of communication done by the use of electronic device(s).

In furtherance of the foregoing authorization, the following person(s) shall be duly

authorized to execute the appropriate FAX INDEMNITY AGREEMENT and all other
correspondences, documents, and papers in connection with the foregoing corporate actions,
namely:

NAME TITLE/DESIGNATION

________________ ________________
________________ ________________

“RESOLVED FURTHER, as it is hereby resolved, that the corporation shall be considered

fully bound by such medium of instructions, and by the terms and conditions of UnionBank’s
standard forms for the authorized transactions, to the same extent and in the same manner as
if its authorized signatories had accomplished UnionBank’s standard forms.
 “RESOLVED STILL FURTHER, as it is hereby resolved that the Corporation shall keep
UnionBank free and harmless from any losses which the Corporation may suffer by reason of
the UnionBank’s compliance with any instructions transmitted by letter, authenticated telex or
telecopier (facsimile). The Corporation shall indemnify UnionBank against any losses, claims,
actions, proceedings, demands, damages, costs and expenses incurred or sustained by it as a
result of its reliance and/or compliance with such commuications including but not limited to,
possible liability under R.A. 1405 and or 6426, as amended, for leakages of information
concerning the Corporation’s accounts as a result of the manner or means of communication
adopted herein.

“RESOLVED FINALLY, that the foregoing authorities shall remain in full force and effect and
binding on the Corporation until notice in writing is received by the Bank through the Office of
the President, revoking, amending or otherwise modifying the same.”

EXECUTED, this ____ day of __________________ at _____________________.

_______________________ _______________________
Attested by President Corporate Secretary

SUBSCRIBED AND SWORN to me before this ____ day of ______________________ in

________________________ Philippines, affiant exhibiting to me his/her Community Tax
Certificate No. __________________ issued on _________________ at ___________________.

Doc No. _______;

Page No. ______;
Book No. ______;
Series of _______.