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BY-LAW C APPROVING BORROWING OF MONEY



This By-Law - Approving Borrowing of Money (the Agreement) is effective [DATE],


BETWEEN:  [SERVICE PROVIDER] (the "Service Provider"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:


      [COMPLETE ADDRESS]


AND:  [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

Being a by-law recognized as By-law No [NUMBER], pertaining to the general borrowing of money by the Corporation

BORROWING: The directors may from time to time:

(a)  Borrow money upon the credit of the Corporation;

(b)  Limit or increase the amount to be borrowed;

(c)  Issue debentures or other securities of the Corporation;

(d)  Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;

(e)  Secure any such debentures or other securities or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable property of the Corporation; and the undertaking and rights of the Corporation;

(f)  Guarantee the payment of indebtedness or the fulfillment of other obligations of any other person; and the directors may, by resolution, designate one or more directors or officers of the Corporation to exercise such powers to the extent and in the manner set out in such resolution.

The present by-law shall be regarded as additional to and not replaced by any borrowing by-law which may be enacted by the Corporation for banking purposes unless otherwise specifically stipulated in such by-law.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


FIRST PARTY             SECOND PARTY


                          
Authorized Signature          Authorized Signature



                          
Print Name and Title          Print Name and Title

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