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VC HOTEL AND RESORT CORP.

Ayala Avenue, Makati City,
Metro Manila, Philippines
Tel No. 888-8888

BOARD RESOLUTION NO. 002, SERIES OF 2016

WHEREAS, there is a need for opening up a depositary
account, both savings, current, and time deposit, with any banking
institution which shall be used as the official banking account of the
VC Hotel and Resort Corporation in transacting business;
WHEREAS, there is a need for obtaining loans and/or credit
accommodation with any banking/ lending institution to generate
funds for the purpose of expanding the business of the Corporation;
NOW THEREFORE, BE IT 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 opening up of depositary accounts, obtainment of loan facilities,
and availment of other 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 Corporations 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, reavailments, 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 Banks
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 Banks rules and regulations, terms and conditions
governing the same;
3. TRANSACT TRADE RECEIVABLES. To negotiate for the sale
of the Corporations accounts receivables to various investors
under the Banks 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 Banks 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 Banks 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.
APPROVED:
_______________
Board of Director

_______________
Board of Director

_______________
Board of Director

_______________
Board of Director

_______________
Board of Director

_______________
Board of Director

ATTESTED BY:
_______________
President