Certified Copy of Directors Resolutions of the Guarantor

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CERTIFIED COPY OF DIRECTORS RESOLUTIONS OF THE GUARANTOR

INSTRUCTION SHEET

The “fill-in” fields for this document can be easily navigated through by using the F11 key on your keyboard.

Complete the applicable fields in the list of documents which list the security to be provided by the Borrower. Any inapplicable items may be deleted from the list, and any additional documents that may be necessary can be added.

Any director may sign the certified copy of the resolution.

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CERTIFIED COPY OF RESOLUTIONS OF THE DIRECTORS OF

COMPANY NAME

(the “Company”)

“RESOLUTIONS consented to by all the directors of the Company as of the date hereof.

WHEREAS:

By virtue of the Business Corporations Act of the Province of British Columbia and the Articles of the Company, the Company may from time to time guarantee and secure the payment of funds payable under any such guarantee by the granting of mortgages and other securities and the directors of the Company are authorized to grant mortgages and other security instruments by way of security.
Lender Name (the "Lender") has agreed to lend up to Principal Loan Amount ($) Dollars (the "Loan") to Borrower Name (the "Borrower").
The Lender requires as part of its security for the Loan, the following:

(a)Letter of Offer dated ;

(b)Guarantee;

(c)Form B Mortgage and Assignment of Rents, to be registered in the Principal Amount of $;

(d)Acknowledgment of Receipt of Mortgage Terms;

(e)General Security Agreement, granted by the Company in favour of the Lender;

(f)Environmental Indemnity Agreement;

(g)Mortgage of Lease;

(h)Priority Agreement; and

(i)Postponement and Assignment of Claims;

(the above documents are hereinafter collectively called the “Security Documents”).

At the request of the Lender and with a view to granting to the Lender general and continuing security for the due payment of the present and future indebtedness and liabilities of the Borrower to the Lender, the directors of the Company are of the opinion that the giving of financial assistance to the Borrower by way of a guarantee and collateral security to the Lender is in the best interests of the Company.

RESOLVED THAT:

The Company guarantee all debts and liabilities of the Borrower to the Lender by executing a Guarantee (the "Guarantee") substantially in the form presented to and hereby approved by the directors.

As security for performance of the Company’s obligations under the Guarantee, the Company enter into, execute, and deliver to the Lender the Security Documents.

Any one director of the Company (the "Signatory") be and is hereby authorized on behalf of the Company to execute and deliver the Guarantee and the Security Documents with such alterations, additions, amendments and deletions as may be approved by the Signatory and execution accordingly shall be conclusive evidence of such approval, and to execute all other instruments, whether under the common seal of the Company or otherwise, and to perform and do all such other acts and things as the Signatory may consider to be necessary, desirable or useful for the purpose of giving effect to these resolutions or as may be required by the Lender or its solicitors for such purpose, and the execution of the Guarantee and all other instruments by the Signatory shall be conclusive proof that they are the instruments authorized by these resolutions.”

I, Director Name, a director of the Company, certify that the above Resolutions were duly passed by all the directors of the Company, that none of such Resolutions have been rescinded or altered and that all of such Resolutions remain in full force and effect.

Dated this day of ,

Director Name

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CERTIFIED COPY OF RESOLUTIONS OF THE DIRECTORS OF

VANDELAY INDUSTRIES