Sale Terms & Conditions

1. INTRODUCTION

1.1 These terms and conditions (the “Loan Conditions”) set out the terms on which a Lender lends an Investment Amount to a Campaign Creator in accordance with the Debt Terms.

1.2 Pursuant to clause 5.6 of the Debt Terms, when a Lender makes a Pledge Submission, he simultaneously irrevocably agrees to be bound by these Loan Conditions.

1.3 These Loan Conditions are incorporated into the Debt Terms (and by extension, the User Terms) in its entirety and should be read in conjunction with the other applicable documents making up the User Terms, in particular the Website Terms and the Privacy Policy.

2. DEFINITIONS AND INTERPRETATION

2.1 Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.

2.2 Definitions

The following definitions apply in these Loan Conditions. Borrowed Money: any indebtedness the Campaign Creator owes as a result of:

  • (a) borrowing or raising money (with or without security), including any premium and any capitalised interest on that money;
  • (b) any bond, note, loan stock, debenture, commercial paper or similar instrument;
  • (c) any acceptance credit facility or dematerialised equivalent, bill-discounting, note purchase or documentary credit facilities;
  • (d) monies raised by selling, assigning or discounting receivables or other financial assets on terms that recourse may be had to the Campaign Creator if those receivables or financial assets are not paid when due;
  • (e) any deferred payment for assets or services acquired, other than trade credit that is given in the ordinary course of trading and which does not involve any deferred payment of any amount for more than 60 days;
  • (f) any rental or hire charges under finance leases (whether for land, machinery, equipment or otherwise);
  • (g) any counter-indemnity obligation in respect of any guarantee, bond, indemnity, standby letter of credit or other instrument issued by a third party in connection with the Campaign Creator's performance of contracts;
  • (h) any other transaction that has the commercial effect of borrowing (including any forward sale or purchase agreement and any liabilities which are not shown as borrowed money on the Campaign Creator's balance sheet because they are contingent, conditional or otherwise);
  • (i) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and when calculating the value of any derivative transaction, only the mark to market value shall be taken into account); and
  • (j) any guarantee, counter-indemnity or other assurances against financial loss that the Campaign Creator has given for any of the items referred to in paragraphs (a) to (i) of this definition incurred by any person. When calculating Borrowed Money, no liability shall be taken into account more than once.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Crowd2Fund: means Propagator Ventures Limited t/a Crowd2Fund Limited, a private company limited by shares registered in England and Wales under registration number 08472687 and whose registered address is at 242 Acklam Road, London, W10 5JJ.

Event of Default: any event or circumstance listed in clause 12.1 to clause 12.15.

Facility: the term loan facility made available under the Loan Agreement.

Finance Document: the Loan Agreement and, if applicable, the Security Document.

Indebtedness: any obligation to pay or repay money, present or future, whether actual or contingent, sole or joint and any guarantee or indemnity of any of those obligations.

Loan: the principal amount of the loan made or to be made by the Lender to the Campaign Creator under the Loan Agreement or (as the context requires) the principal amount outstanding for the time being of that loan.

Potential Event of Default: any event or circumstance specified in clause 12.1 to clause 12.15 that would, on the giving of notice, expiry of any grace period or making of any determination under the Finance Documents, or satisfaction of any other condition (or any combination thereof), become an Event of Default.

Repayment Date: each of the dates specified in clause 8 for repaying the Facility by instalments.

Repayment Instalment: each scheduled instalment for the repayment of the Loan(s) under clause 8.

Security: any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Document: the Debenture in the agreed form, executed or to be executed by the Campaign Creator.

Sterling and £: the lawful currency of the UK.

Total Facility Amount: the maximum principal amount of the Facility referred to in clause 2.

User Terms: the terms and conditions (including, but not limited to, the privacy, equity, debt, rewards, donation, revenue share and website terms) of Crowd2Fund Limited, a private company limited by shares registered in England and Wales under registration number 08472687 and whose registered address is at 7 Henrietta Street, London, WC2E 8PS.

2.3 Interpretation

In these Loan Conditions:

  • (a) clause, Schedule and paragraph headings shall not affect the interpretation of these Loan Conditions;
  • (b) a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person's personal representatives, successors, permitted assigns and permitted transferees;
  • (c) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
  • (d) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
  • (e) a reference to a party shall include that party's successors, permitted assigns and permitted transferees;
  • (f) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
  • (g) a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
  • (h) a reference to a time of day is to London time;
  • (i) a reference to writing or written includes fax and e-mail;
  • (j) an obligation on a party not to do something includes an obligation not to allow that thing to be done;
  • (k) a reference to a Finance Document (or any provision of it) or to any other agreement or document referred to in any Finance Document is a reference to that Finance Document, that provision or such other agreement or document as amended (in each case, other than in breach of the provisions of the Loan Agreement) from time to time;
  • (l) unless the context otherwise requires, a reference to a clause or Schedule is to a clause of, or Schedule to, these Loan Conditions and a reference to a paragraph is to a paragraph of the relevant Schedule;
  • (m) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
  • (n) a reference to an amendment includes a novation, re-enactment, supplement or variation (and amended shall be construed accordingly);
  • (o) a reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description;
  • (p) a reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
  • (q) a reference to a certified copy of a document means a copy certified to be a true, complete and up-to-date copy of the original document, in writing and signed by a director or the secretary of the party delivering the document;
  • (r) a reference to continuing in relation to an Event of Default means an Event of Default that has not been waived;
  • (s) a reference to determines or determined means, unless the contrary is indicated, a determination made at the discretion of the person making it;
  • (t) a reference to a disposal of any asset, undertaking or business includes a sale, lease, licence, transfer, loan or other disposal by a person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions); and
  • (u) a reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation.

2.4 The Schedule forms part of these Loan Conditions (and on creation, the Loan Agreement) and shall have effect as if set out in full in the body of the Loan Agreement. Any reference to the Loan Conditions or the Loan Agreement includes the Schedule.

2.5 Capitalised terms not otherwise defined herein shall have the meaning given in the User Terms.

3. PURPOSE

3.1 The Campaign Creator shall use all money borrowed under the Loan Agreement for the purpose as set out in the Campaign Creator’s Campaign Description.

3.2 The Lender is not obliged to monitor or verify how any amount advanced under the Loan Agreement is used.

4. DRAWING

4.1 Subject to clause 5, the Campaign Creator shall automatically utilise the Facility in a single amount only on the Long-Stop Date. The Loan shall be debited from each Lender Wallet and credited to the Campaign Creator’s Business Wallet from the Crowd2Fund Escrow Wallet.

5. CONDITIONS PRECEDENT

5.1 This clause 5 is inserted solely for the benefit of the Lender.

5.2 The Campaign Creator may not transfer the Loan from its Business Wallet to its bank account unless the Lender has received all the documents and evidence specified in the Schedule.

5.3 The Lender's obligation to make the Loan is subject to the further conditions precedent that, on the Long-Stop Date:

  • (a) the representations and warranties in clause 10 are true and correct in all material respects and will be true and correct in all material respects immediately after the Lender has made the proposed Loan; and
  • (b) no Event of Default or Potential Event of Default is continuing or would result from the proposed Loan.

6. INTEREST

6.1 The Campaign Creator shall pay interest on the Loan at the rate it accepted from each Lender at the Campaign Closing Date.

6.2 Interest shall accrue daily and shall be payable with each Repayment Instalment.

7. COSTS

7.1 The Campaign Creator shall pay Crowd2Fund the Crowd2Fund Fees within 14 Business Days of the Long-Stop Date.

7.2 The Campaign Creator shall pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or give rise and shall indemnify the Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Campaign Creator in paying any such duties or taxes.

8. REPAYMENT

8.1 The Campaign Creator shall repay the Loan in full in the timeframe as set out in the Campaign Description.

8.2 If one of the Events of Default in clause 12 occur, the Guarantor shall become jointly and severally liable with the Campaign Creator for the repayment of the Loan.

9. PAYMENTS

9.1 All payments made by the Campaign Creator under the Finance Documents shall be in Sterling and made by crediting its Business Wallet with the requisite funds. The payment itself will automatically be taken, transferred and credited to the Lender’s Wallet on the date specified in the Campaign Description.

9.2 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or, if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.

9.3 All payments made by the Campaign Creator under the Finance Documents shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding, provided that, if the Campaign Creator is required by law or regulation to make such deduction or withholding, it shall:

  • (a) ensure that the deduction or withholding does not exceed the minimum amount legally required;
  • (b) pay to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding;
  • (c) furnish to the Lender, within the period for payment permitted by the relevant law, either:
    • (i) an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or
    • (ii) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withhheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and
  • (d) pay to the Lender such additional amount as is necessary to ensure that the net full amount received by the Lender after the required deduction or withholding is equal to the amount that the Lender would have received had no such deduction or withholding been made.

10. REPRESENTATIONS AND WARRANTIES

The Campaign Creator represents and warrants to the Lender on the date of the Loan Agreement: 10.1 It:

  • (a) is a duly incorporated limited liability company validly existing under the laws of its jurisdiction of incorporation; and
  • (b) has the power to own its assets and carry on its business as it is being conducted.

10.2 It has the power and authority to enter into, deliver and perform, and has taken all necessary action to authorise its entry into, delivery and performance of the Finance Documents and the transactions contemplated by them. No limit on its powers will be exceeded as a result of the borrowing or grant of the Security (if applicable) contemplated by the Finance Documents.

10.3 The entry into and performance by it of, and the transactions contemplated by the Finance Documents, do not and will not contravene or conflict with:

  • (a) its constitutional documents;
  • (b) any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or
  • (c) any law or regulation or judicial or official order, applicable to it.

10.4 It has obtained all required authorisations to enable it to enter into, exercise its rights and comply with its obligations in the Finance Documents and to make them admissible in evidence in its jurisdiction of incorporation. All such authorisations are in full force and effect.

10.5 Its obligations under Finance Documents are legal, valid, binding and enforceable in accordance with their terms.

10.6 It is not necessary to file, record or enroll any Finance Document (other than the registration of the Security Document under the Companies Act 2006 (if applicable) and, in the case of real property registration at HM Land Registry with any court or other authority or pay any stamp, registration or similar taxes relating to any Finance Document or the transactions contemplated by any Finance Document.

10.7 No Event of Default or Potential Event of Default has occurred or is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of, or any transaction contemplated by the Finance Documents.

10.8 No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on the Campaign Creator or to which any of its assets is subject which has or is reasonably likely to have a material adverse effect on its business, assets or condition or ability to perform its obligations under the Finance Documents.

10.9 No litigation, arbitration or administrative proceedings are taking place, pending or, to the Campaign Creator's knowledge, threatened against it, any of its directors or any of its assets, which might reasonably be expected to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Finance Documents.

10.10 If applicable, its audited financial statements for its year end have been prepared in accordance with consistently applied accounting principles, standards and practices generally accepted in the UK and present a true and fair view of its financial condition and operations during the relevant accounting period and were approved by the Campaign Creator's directors in compliance with section 393 of the Companies Act 2006.

10.11 The information, in written or electronic format, supplied by, or on its behalf, to the Lender (including, without limitation, the Campaign Description) in connection with the Facility and the Finance Documents was, at the time it was supplied or at the date it was stated to be given (as the case may be:

  • (a) if it was factual information, complete, true and accurate in all material respects;
  • (b) if it was a financial projection or forecast, prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair and made on reasonable grounds; and
  • (c) if it was an opinion or intention, made after careful consideration and was fair and made on reasonable grounds; and
  • (d) not misleading in any material respect, nor rendered misleading by a failure to disclose other information, except to the extent that it was amended, superseded or updated by more recent information supplied by, or on behalf of, the Campaign Creator to the Lender. 10.12 If applicable, the Security Document creates (or once entered into, will create):
  • (a) valid, legally binding and enforceable Security for the obligations expressed to be secured by it; and
  • (b) subject to registration under section 859A of the Companies Act 2006 and, in the case of real property registration at HM Land Registry, perfected Security over the assets expressed to be subject to security in it, in favour of C2F Securities as nominee for the Lender, having the priority and ranking expressed to be created in the Security Document and ranking ahead of all (if any) Security and rights of third parties except those preferred by law.

10.13 Each of the representations and warranties in this clause 10 is deemed to be repeated by the Campaign Creator on:

  • (a) the date of the request to draw down the Loan;
  • (b) the date that the Loan is actually drawn down; and
  • (c) each date immediately succeeding the date on which interest is paid under the Loan Agreement, by reference to the facts and circumstances existing on each such date

11. COVENANTS

The Campaign Creator covenants with the Lender that, as from the date of the Loan Agreement until all its liabilities under the Finance Documents have been discharged: 11.1 It will deliver to the Lender all the information required by the User Terms.

11.2 It will promptly, after becoming aware of them, notify the Lender of any litigation, arbitration or administrative proceedings or claim of the kind described in clause 10.9.

11.3 It will promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability and admissibility in evidence of the Finance Documents in its jurisdiction of incorporation.

11.4 It will procure that any of its unsecured and unsubordinated obligations and liabilities under the Finance Documents rank, and will rank, at least pari passu in right and priority of payments with all its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by law of general application to companies.

11.5 It will comply, in all respect, with all laws, if failure to do so has or is likely to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Loan Agreement.

11.6 It will notify the Lender of any Potential Event of Default or Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence.

11.7 It will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of the Loan Agreement or as detailed in the Campaign Description.

11.8 It will not:

  • (a) create, or permit to subsist, any Security on or over any of its assets other than Security created pursuant to the Security Document;
  • (b) sell, transfer or otherwise dispose of any of its assets on terms whereby such assets are or may be leased to or re-acquired or acquired by it; or
  • (c) sell, transfer or otherwise dispose of any of its receivables on recourse terms; or
  • (d) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
  • (e) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Borrowed Money or of financing the acquisition of an asset.

11.9 It will not sell, assign, lease, transfer or otherwise dispose of in any manner (or purport to do so) all or any part of, or any interest in, its assets other than:

  • (a) trading stock in the ordinary course of its business; and
  • (b) assets exchanged for other assets comparable or superior as to type, value and quality.

11.10 It will not incur or permit to subsist, any obligation for Borrowed Money.

12. EVENTS OF DEFAULT

Each of the events or circumstances set out in this clause 12 (other than clause 12.17) is an Event of Default.

12.1 The Campaign Creator fails to pay within 90 days of a Repayment Date any sum payable by it under any Finance Document, unless its failure to pay is caused solely by an administrative error or technical problem and payment is made within [NUMBER] Business Days of its due date.

12.2 The Campaign Creator fails (other than by failing to pay), to comply with any provision of any Finance Document and (if the Lender considers, acting reasonably, that the default is capable of remedy), such default is not remedied within [NUMBER] Business Days of the earlier of:

  • (a) the Lender notifying the Campaign Creator of the default and the remedy required;
  • (b) the Campaign Creator becoming aware of the default.

12.3 Any representation, warranty or statement made, repeated or deemed made by the Campaign Creator in, or pursuant to any Finance Document is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made.

12.4 If:

  • (a) any Borrowed Money is not paid when due or within any originally applicable grace period (for the avoidance of doubt, this includes any loans that the Campaign Creator has made through the Crowd2Fund Website); or
  • (b) any Borrowed Money becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default (howsoever described);
  • (c) any commitment for Borrowed Money is cancelled or suspended by a creditor of the Campaign Creator by reason of an event of default (howsoever described); or
  • (d) any creditor of the Campaign Creator becomes entitled to declare any Borrowed Money due and payable prior to its stated maturity by reason of an event of default (howsoever described).

12.5 The Campaign Creator stops or suspends payment of any of its debts, or is unable to, or admits in writing its inability to, pay its debts as they fall due.

12.6 The value of the Campaign Creator's assets is less than its liabilities (taking into account contingent and prospective liabilities).

12.7 A moratorium is declared in respect of any Indebtedness of the Campaign Creator.

12.8 Any action, proceedings, procedure or step is taken for:

  • (a) the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Campaign Creator; or
  • (b) the composition, compromise, assignment or arrangement with any creditor; or
  • (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Campaign Creator or any of its assets; or
  • (d) the enforcement of any Security over any assets of the Campaign Creator.

12.9 The Campaign Creator commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness (because of actual or anticipated financial difficulties).

12.10 Any event occurs in relation to the Campaign Creator similar to those in clause 12.6 to clause 12.9 (inclusive) under the laws of any applicable jurisdiction.

12.11 A distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued out on, or against, the Campaign Creator's assets.

12.12 Any provision of any Finance Document is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect due to the fault of the Campaign Creator.

12.13 The Campaign Creator repudiates or evidences an intention to repudiate any Finance Document.

12.14 The Campaign Creator suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business.

12.15 Any event occurs (or circumstances exist) which, in the reasonable opinion of the Lender, has or is likely to materially and adversely affect the Campaign Creator's ability to perform all or any of its obligations under, or otherwise comply with the terms of, any Finance Document.

12.16 The Campaign Creator’s Account with Crowd2Fund is terminated for any reason.

12.17 At any time after an Event of Default has occurred which is continuing, the Lender may, by notice to the Campaign Creator:

  • (a) cancel all outstanding obligations of the Lender under the Loan Agreement whereupon they shall immediately be cancelled; and/or
  • (b) declare that the Loan (and all accrued interest and all other amounts outstanding under the Finance Documents) is immediately due and payable, whereupon they shall become immediately due and payable; and/or
  • (c) declare that the Loan be payable on demand, whereupon it shall become immediately payable on demand by the Lender;
  • (d) by novation, transfer all (but not part) of its rights and obligations under the Loan Agreement that contains only unsecured debt to C2F Securities Ltd; and/or
  • (e) declare the Security Document to be enforceable.

13. CALCULATIONS, ACCOUNTS AND CERTIFICATES

13.1 Any interest, commission or fee under any Finance Document shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days.

13.2 The Lender shall maintain accounts evidencing the amounts owed to it by the Campaign Creator, in accordance with its usual practice. Entries in those accounts shall be prima facie evidence of the existence and amount of the Campaign Creator's obligations as recorded in them.

14. AMENDMENTS, WAIVERS AND CONSENTS AND REMEDIES

14.1 No amendment of any Finance Document shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or its authorised representative).

14.2 A waiver of any right or remedy under any Finance Document or by law, or any consent given under any Finance Document, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.

14.3 A failure or delay by a party to exercise any right or remedy provided under any Finance Document or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm any Finance Document. No single or partial exercise of any right or remedy provided under any Finance Document or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm any Finance Document by the Lender shall be effective unless it is in writing.

14.4 The rights and remedies provided under the Finance Documents are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.

15. SEVERANCE

If any provision (or part of a provision) of any Finance Document is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of the Finance Documents.

16. COUNTERPARTS

16.1 Each Finance Document may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

16.2 No counterpart shall be effective until each party has executed at least one counterpart.

17. THIRD PARTY RIGHTS

17.1 A person who is not a party to the Loan Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of the Loan Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18. NOTICES

18.1 Any notice or other communication given to a party under or in connection with any Finance Document shall be:

  • (a) in writing;
  • (b) delivered by hand, by pre-paid first-class post or other next working day delivery service or sent by fax or email; and
  • (c) sent to an address, fax number or email address as notified between the Campaign Creator and the Lender(s) from time to time.

18.2 Any notice or other communication that the Lender gives to the Campaign Creator under or in connection with, any Finance Document shall be deemed to have been received:

  • (a) if delivered by hand, at the time it is left at the relevant address;
  • (b) if posted by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting;
  • (c) if sent by fax, when received in legible form; and
  • (d) if sent by email, at the time of transmission. 18.3 A notice or other communication given as described in clause 18.2(a), 18.2(c) or 18.2(d) on a day that is not a Business Day, or after normal business hours, in the place it is received, shall be deemed to have been received on the next Business Day.

18.4 Any notice or other communication given to the Lender shall be deemed to have been received only on actual receipt.

19. GOVERNING LAW AND JURISDICTION

19.1 The Loan Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.2 Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with the Loan Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of the Lender to take proceedings against the Campaign Creator in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

ScheduleConditions precedent

1. CONSTITUTIONAL DOCUMENTS

1.1 A copy of the resolutions duly passed by the Campaign Creator's board of directors:

  • (a) approving the entry into, and terms of, and transactions contemplated by the Finance Documents and resolving that the Campaign Creator executes the Finance Documents;
  • (b) authorising a specified person or persons to execute the Finance Documents on its behalf, to give notices and take all other action in connection with the Finance Documents; and
  • (c) confirming that entry into the Finance Documents is in the commercial

1.2 If applicable, a copy of a resolution signed by all the requisite holders of the issued shares in the Campaign Creator, approving Finance Documents and/or amending the articles of association.

1.3 A certificate signed by a director of the Campaign Creator confirming that borrowing the Loan or granting security would not mean any borrowing or security (or similar limit binding on the Campaign Creator) would be exceeded.

1.4 A certificate signed by a director of the Campaign Creator, certifying that each copy document relating to it that it has provided under paragraph 1 of this Schedule, is correct, complete and in full force and effect at a date no earlier than the date of the Loan Agreement.

2. FINANCE DOCUMENTS

2.1 Each of the Finance Documents (where applicable), duly executed by the Campaign Creator.

2.2 If applicable, each notice required to be sent under the Security Document executed by the Campaign Creator.

2.3 Completed form MR01 in respect of the Security Document (if applicable).

3. OTHER DOCUMENTS AND EVIDENCE (WHERE APPLICABLE)

3.1 All title deeds (including leases) relating to each of the properties subject to a charge/mortgage.

3.2 A report on title to each property.

3.3 A copy of the valuation, duty of care agreement, appointment of the managing agent, environmental report, VAT certificate.

3.4 A certified copy of each insurance policy relating to the assets subject to the security created by the Security Document.

3.5 All other documents of title to be provided under the Security Document.

3.6 A certified copy of any other authorisation, document, opinion or assurance which the Lender considers necessary for entering into the Finance Documents, providing the Loan or to make the Finance Documents valid and enforceable.

3.7 Provision of all information required by the Lender to enable it to comply with all "know your customer" or similar identification procedures under all applicable laws and regulations.

3.8 Evidence that the costs and expenses then due from the Campaign Creator pursuant to clause 7 have been paid or will be paid by the drawdown date.

3.9 Other, for example, deeds of release (evidence that any secured assets are free from encumbrances), legal opinions.