Secretarys Certificate I, Keel Dinoy, of legal age, Filipino, and being duly elected Corporate Secretary of ABC SAVINGS

BANK, INC., a banking institution existing under and by virtue of the law of the Philippines, after having been sworn in accordance with law, HEREBY CERTIFY: 1. That during the Regular Board Meeting of ABC Savings Bank held on 5 January, 2012, at which meeting a quorum was present and acted throughout, the following resolution was unanimously approved: RESOLUTION NO. 2012-1-1-1 RESOLVED, AS IT IS HEREBY RESOLVED, that the Board hereby confirm the resolution adopted by the Executive Committee in its meeting held on 31 August 2012, authorizing any of the following officers with full power of delegation to commence collection or replevin suit or foreclosure of mortgages and/or such other legal action as said officer may determine, against any other person of delinquent borrowers of the Bank, as well as to interpose defense in suits that may be filed against the Bank, relative thereto, and to sign, executed, and deliver the Complaint, Petition, Answer, Verification and Certification against Forum Shopping, Affidavit of Merit, or such other pleadings as may be deemed necessary in the course of the proceedings: 1. The President; or 2. Senior VP and Head Account Management and Credit Division; or 3. VP and Head Legal & Remedial Management Division RESOLVED FURTHER, that the abovementioned officers are likewise authorized, with full power of delegation, to represent the Bank at Pre-trial Conferences and Mediation Proceedings required by the Court, with full power and authority among others, to enter into compromise settlement under such terms and conditions as such representative may deem appropriate to amply and fully protect the interest of the Bank, and to execute and sign Affidavit of Desistance in criminal cases. RESOLVED FURTHERMORE, that the above-named officers, with full power of delegation, may designate and appoint lawyers and/or employees who shall represent the Bank in Judicial, Administrative or other proceedings in Court or any administrative body or agency, and that they are authorized to sign, execute, and deliver any and all documents, and to do and perform any and all acts and deeds as may be proper, desirable, and necessary to implement this resolution. RESOLVED FINALLY, that this resolution shall supersede Board Resolution No. approved on Dec. IN WITNESS WHEREOF, I have hereunto affixed my signature and the seal of the corporation, this 1 day of February, 2012.
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