National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from the requirements under National Instrument 45-106 Prospectus and Registration Exemptions relating to the filing of reports of trade with respect to distributions of loan agreements by borrowers/issuers to lenders/investors and with respect to distributions of investment contracts by the promoter to lenders/investors -- Exemption from the requirements under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions respecting the delivery of an offering memorandum to the Ontario Securities Commission with respect to documents made available to lenders/investors on the promoter's website -- Promoter plans to operate a peer-to-peer lending (P2P lending) system -- Only accredited investors will be able to invest in loan agreements and investment contracts on promoter's website -- Loan agreement is (or is likely) a security issued by a borrower/issuer -- The structure of the system is (or is likely) a an investment contract and a security issued by promoter -- A loan request of a borrower/issuer may constitute an offering memorandum -- Certain documents and information on promoter's website may constitute an offering memorandum -- Nature of P2P lending website makes it impractical for parties to file reports of trade and deliver offering memoranda within 10 days of trade -- Promoter will instead file reports of trade and deliver offering memoranda within 10 days of the end of each month on behalf of itself and borrowers/issuers -- Exemption granted subject to numerous conditions to address regulatory and investor protection concerns in respect of P2P lending websites, including condition that promoter be registered as an investment counsel and portfolio manager and as a limited market dealer.
Securities Act, R.S.O. 1990, c. S.5, s. 147.
National Instrument 45-106 Prospectus and Registration Exemptions, ss. 6.1(a), 6.3, 7.1.
OSC Rule 45-501 Ontario Prospectus and Registration Exemptions, s. 6.4.
(c) the requirements respecting the delivery of an offering memorandum to securities regulatory authorities (the "Offering Memorandum Delivery Requirements") with respect to documents made available to Lenders/investors on the Filer's website (collectively, with the Report of Trade Requirements and the Report of Trade Form Requirements, the "Exemption Sought").
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia and Québec (collectively, with Ontario, the "Applicable Jurisdictions").
1. CommunityLend will operate an online peer-to-peer lending system (the "System") in the Applicable Jurisdictions. The System will operate as an alternative to traditional lending sources by facilitating loans ("Loans") between borrowers ("Borrowers/issuers") and lenders ("Lenders/investors") who are seeking better rates on, respectively, their borrowing needs or a portion of their investable assets.
2. The System will operate entirely on the internet and is designed to allow Lenders/investors individually to make bids on portions of consumer Loans. The investments which will be available to Lenders/investors upon the launch of the System are relatively short term (maximum term is three years) and the maximum aggregate permitted size of the Loan amount for each Borrower/issuer is $25,000.
3. All prospective Borrowers/issuers will be required to satisfy the minimum credit criteria established by CommunityLend at the time they apply to register in the System. These minimum credit criteria will include minimum thresholds of credit ratings and affordability ratings, among other factors. The ratings will be presented by CommunityLend based on Borrowers/issuers' input and certain external input. At the launch of the System, the minimum credit criteria will be set at a level consistent with typical bank requirements which are considered to represent "prime risk borrowers" (which is not generally the same as borrowers to whom a bank will lend at its "prime rate"). CommunityLend may adjust the minimum credit criteria as it deems appropriate over time, as long as the criteria only includes "prime risk borrowers" and excludes "subprime risk borrowers". Only prospective Borrowers/issuers who meet the minimum credit criteria will be allowed to register in the System as Borrowers/issuers.
4. Since the Loan Agreement is evidence of indebtedness of the Borrower/issuer, it is (or is likely) a "security" as that term is defined under applicable securities legislation. The Borrower/issuer would therefore be the issuer of that security under applicable securities legislation. Each Loan Agreement entered into on the System will only have a single Borrower/issuer.
5. Since the structure of the System (the "CommunityLend Structure") creates rights and obligations among Borrowers/issuers, Lenders/investors and CommunityLend, the CommunityLend Structure is (or is likely) an investment contract ("Investment Contract") and therefore a "security" as that term is defined under applicable securities legislation. CommunityLend would therefore be the sole issuer of that security under applicable securities legislation.
6. CommunityLend will facilitate the entering into of Loan Agreements between Borrowers/issuers and Lenders/investors through a bidding process which will occur on the restricted pages of the System (the "Restricted Pages"), an interactive online web-based environment which is only accessible to registered users.
7. Borrowers/issuers will create and post loan requests ("Loan Requests") for their desired loans which will include Borrowers/issuers' initial offered interest rates for their Loan Requests. The determination of the initial offered interest rate will be at the Borrower/issuer's sole discretion, subject to the minimum interest rate requirements set by CommunityLend.
8. Lenders/investors will fill portions of a Loan Request until the Loan Request is fully funded. Lenders/investors will be able to bid directly for portions of a Borrower/issuer's Loan through a competitive auction process if the Borrower/issuer has elected for his or her fully funded Loan Request to proceed to the competitive auction process at the time the Loan Request was created. The result of this bidding activity will be that each Borrower/issuer, for the most part, will have his or her Loan filled by multiple Lenders/investors.
9. Once the Loan Request has closed for bidding and provided the Borrower/issuer has indicated his or her acceptance of an initial disclosure statement-loan closing stage with respect to such Loan Request, a Loan Agreement will be executed by CommunityLend as agent of both Borrower/issuer and Lender/investor as per the borrower registration agreement (the "Borrower Registration Agreement") and the lender registration and account agreement ("Lender Registration and Account Agreement").
10. The Loan Agreement will stipulate the terms and conditions of the Loan and is conditional on a satisfactory final financial review with respect to the Borrower/issuer. If the final financial review is unsatisfactory, CommunityLend will cancel the Loan Request and it will be removed from the System.
11. CommunityLend will not be a party to the Loan Agreement. CommunityLend will facilitate the administrative aspects of the Loans between Lenders/investors and Borrowers/issuers, including Loan disbursements, Loan payments, and, in the event of Loan default, all collection activity.
12. The identity of Lenders/investors and Borrowers/issuers on the System will be known only by CommunityLend and, where required, by its agents under confidentiality agreements. However, CommunityLend may disclose Borrowers/issuers' identifying information to Lenders/investors in limited circumstances pursuant to its litigation policy.
13. CommunityLend will carry on business in the Applicable Jurisdictions. The public pages of its website ("Public Pages") will make clear that participation on the System is limited to residents in Ontario, Québec and British Columbia. Any prospective Lenders/investors and Borrowers/issuers who are not resident in the three Applicable Jurisdictions will not be permitted to register on the System. CommunityLend will screen prospective participants' province of residence through an identity verification process.
14. CommunityLend has been registered as a dealer in the category of limited market dealer ("LMD") in Ontario, and as an adviser in the category of investment counsel/portfolio manager ("ICPM") or the equivalent in all the Applicable Jurisdictions. Should proposed National Instrument 31-103 Registration Requirements and Exemptions come into force, CommunityLend will be registered as a dealer in the category of exempt market dealer ("EMD") at that time, and will apply for registration in the category of EMD in the remaining Applicable Jurisdictions.
15. CommunityLend has obtained, or will obtain all registrations and licenses that it has determined are required (federally and in each Applicable Jurisdiction) and will comply with applicable non-securities legislation, namely, federal and provincial financial institutions legislation, provincial consumer protection legislation, provincial consumer reporting legislation, provincial and federal privacy and freedom of information legislation, Criminal Code provisions, federal anti-money laundering and terrorist financing legislation and federal Interest Act provisions (the "Applicable Non-Securities Laws"). Where practical, appropriate mechanisms have been built into the System and otherwise manual procedures have been established, to ensure compliance with Applicable Non-Securities Laws.
16. CommunityLend will operate a website that includes Public Pages and Restricted Pages.
17. The Public Pages will be completely accessible to all members of the public. The Restricted Pages will only be accessible by registered users and will include active Loan Requests.
18. CommunityLend will make available an Application Program Interface or "API" service to API eligible participants, subject to the appropriate agreements. The API service will allow API eligible participants to download all data on all Loan Requests (with the exception of any identifying data, such as name, address, telephone, employer, references, or publicly known personally identifiable information).
19. A prospective lender who wishes to participate in the System as a Lender/investor must register as a Lender/investor by completing all of the requirements of the lender registration process to the satisfaction of CommunityLend.
(c) Lenders/investors who are Accredited Investors enumerated in paragraphs (j), (k) and (l) of the definition of "accredited investor" in section 1.1 of NI 45-106 (the "Individual Accredited Investors").
(Institutional Accredited Investors, Non-Institutional Accredited Investors and Individual Accredited Investors are collectively referred to as the "Accredited Investors").
(b) participation by Accredited Investors as active participants ("Active Participants") in an active bidding process where Lenders/investors make decisions about which Loan Requests to bid on, at what interest rates and in what amounts. Under the Active Participation option, Lenders/investors will personally view Loan Requests posted in the System and will have autonomy and discretion with respect to the Loan Requests in which they wish to participate.
22. A prospective borrower who wishes to participate in the System as a Borrower/issuer must register as a Borrower/issuer by completing all of the requirements of the borrower registration process to the satisfaction of CommunityLend.
23. Only prospective Borrowers/issuers who meet minimum credit criteria will be allowed to register in the System as Borrowers/issuers.
24. Directors, officers and employees of CommunityLend or any affiliate of CommunityLend (as well as immediate family members of directors, officers and employees of CommunityLend or its affiliates) and connected or related issuers of CommunityLend, as defined under applicable securities legislation, will not be permitted to participate as Borrowers/issuers or Lenders/investors.
25. In order for prospective Borrowers/issuers and Lenders/investors to utilize the System, they will be required to go through various stages of screening, registrations, applications and reviews. CommunityLend will comply with all securities legislation applicable in the Jurisdictions, including know-your-client and suitability requirements.
26. Prospective Lenders/investors and Borrowers/issuers who wish to register on the System will be required as a first step to choose a user name and provide an email address.
(f) transfer of $100 to the Trust Account (defined below).
29. As part of their registration processes, prospective Lenders/investors and Borrowers/issuers will be required to complete identity verification where they are individuals. Alternative offline processes exist for prospective Lenders/investors who are not individuals.
30. Identity verification will include online identity verification through the use of the Equifax eID-Verifier System process for both Lenders/investors and Borrowers/issuers. Manual processes will be used for Institutional and Non-Institutional Accredited Investors and where required for other potential participants.
31. Potential Lenders/investors and Borrowers/issuers with addresses from outside of Ontario, Québec and British Columbia will automatically be rejected in the registration process through the use of the Equifax eID-Verifier System.
32. Anyone resident in Ontario, Québec or British Columbia with a Canadian bank account, who is a natural person and has the legal capacity to contract, may apply to register as a Borrower/issuer on the System. A prospective Borrower/issuer must have reached the legal age of majority in his or her Applicable Jurisdiction of residence. A corporation, a partnership or other business organization may not be a Borrower/issuer.
33. As part of the borrower registration process, prospective Borrowers/issuers will be required to enter into a Borrower Registration Agreement. The Borrower Registration Agreement is a standard form contract available on the Public Pages. Pursuant to the Borrower Registration Agreement, the Borrower/issuer appoints CommunityLend as its agent with full power and authority to complete the Loan Agreement on behalf of the Borrower/issuer.
34. Under the Borrower Registration Agreement, all Borrowers/issuers will agree that CommunityLend may have a legal right to disclose Borrowers/issuers' personal information to regulatory authorities having jurisdiction over CommunityLend (e.g., in connection with reporting transaction information in the Monthly Report (defined below) on persons who participate in transactions on the System), including the names and addresses of the Borrowers/issuers. CommunityLend will disclose the information and obtain the authorization described under the heading "Authorization of Indirect Collection of Personal Information for Distributions in Ontario" in the attached Appendix A.
35. Any Accredited Investor who is resident in Ontario, Québec or British Columbia with a Canadian bank account and who has the legal capacity to contract may apply to register as a Lender/investor on the System. A prospective Lender/investor who is a natural person must have reached the legal age of majority in his or her Applicable Jurisdiction of residence.
36. Once the Accredited Investor certification process has been completed to the satisfaction of CommunityLend, prospective Lenders/investors will be required to enter into a Lender Registration and Account Agreement. The Lender Registration and Account Agreement is a standard-form contract available on the Public Pages. Pursuant to the Lender Registration and Account Agreement, the Lender/investor appoints CommunityLend as its agent with full power and authority to complete the Loan Agreement on behalf of the Lender/investor.
37. Upon completion of the Lender/ registration process, the prospective Lender/investor will be required to transfer $100 to the Trust Account. This amount will be applied towards future Bids of Lenders/investors.
38. Under the Lender Registration and Account Agreement, all Lenders/investors will agree that CommunityLend may have a legal right to disclose Lenders/investors' personal information to regulatory authorities having jurisdiction over CommunityLend (e.g., in connection with reporting transaction information in the Monthly Report on persons who participate in transactions on the System), including the names and addresses of the Lenders/investors. CommunityLend will disclose the information and obtain the authorization described under the heading "Authorization of Indirect Collection of Personal Information for Distributions in Ontario" in the attached Appendix A.
39. Lenders/investors may not assign, transfer, sublicense or otherwise delegate any of their rights under the Lender Registration and Account Agreement to another person. There will be no secondary market established by CommunityLend for the Investment Contracts or the Loans.
40. For the purposes of the Monthly Report, CommunityLend will consider the date of the transfer of $100 to the Trust Account by the Lender/investor pursuant to the Lender Registration and Account Agreement as the date of issuance of an Investment Contract by CommunityLend to the Lender/investor.
41. Prospective Lenders/investors that select the Individual Accredited Investor categories will be required to complete the Accredited Investor certification process. Prospective Lenders/investors will be provided with a description of the various categories of the definition of an Accredited Investor. Each prospective Lender/investor will be required to indicate in a certificate (the "Accredited Investor Certificate") within which category of the definition of Accredited Investor the Lender/investor qualifies. Lenders/investors that are Institutional Accredited Investors and Non-Institutional Accredited Investors will be given instructions to contact CommunityLend "offline", where they will be subject to a manual Accredited Investor certification process by CommunityLend which will also include obtaining a similar Accredited Investor Certificate from such Lenders/investors and any other supporting documentation that may be necessary in the particular circumstances. In the case of Institutional and Non-Institutional Accredited Investors, this will require obtaining copies of financial statements, incorporation documentation and by-laws, among other documents.
42. Lenders/investors that elect the Facilitated Participation option will be required to confirm and re-certify their eligibility as an Accredited Investor at the time of creating a Standing Bid and annually thereafter. Lenders/investors who elect the Active Participation option will be required to confirm and re-certify their eligibility as an Accredited Investor before each and every bid.
43. Accredited Investor Certificates will be addressed to CommunityLend and to the Borrowers/issuers.
44. Under the Lender Registration and Account Agreement, all Lenders/investors will be required to represent to CommunityLend that they are an Accredited Investor as detailed in their current Accredited Investor Certificate on file with CommunityLend. Each Lender/investor will be required to notify CommunityLend promptly of any changes to his or her status as an Accredited Investor.
45. If, after registration as a Lender/investor, CommunityLend becomes aware that the Lender/investor is not, or there is a reasonable basis for believing that the Lender/investor is not, an Accredited Investor, CommunityLend will take appropriate actions.
(d) may, where appropriate, be subject to further diversification requirements as determined by the second stage determination of the Lender/investor suitability review.
47. There will be no diversification requirements for Lenders/investors who are Institutional Accredited Investors. However, Lenders/investors who are Institutional Accredited Investors will be subject to the second stage determination of the Lender/investor suitability review.
48. Lenders/investors who are Individual Accredited Investors or Non-Institutional Accredited Investors will be subject to cumulative loss limits. In particular, if Loans in which a Lender/investor has invested become delinquent to the extent of 25% or more of the Lender/investor's portfolio of Loans, then Lenders/investors will be precluded from bidding on a new Loan until the ratio of delinquent loans falls back below 25%. The cumulative loss limits may be adjusted subject to the second stage determination of the Lender/investor suitability review. Lenders/investors will be automatically precluded from bidding on a Loan Request if, as a result of such bidding, they will be in breach of the diversification requirements or cumulative loss limits imposed by the System.
49. CommunityLend will conduct the Borrower/issuer suitability review through the loan application process, an initial financial review, and a final financial review.
50. Once registered on the System, Borrowers/issuers will be required to go through the loan application process each time they create a Loan Request. Each Loan Request will be subject to an initial financial review conducted by CommunityLend before it can be posted in the System.
51. CommunityLend will update a Borrower/issuer's credit information before each new Loan Request is posted, subject to CommunityLend's discretion not to do so where, for example, the credit report showing a history of how consistently a Borrower/issuer pays his or her financial obligations had been retrieved within 30 days from the date of the Loan Request and no issues have arisen with respect to the Borrower/issuer's creditworthiness, therefore satisfying CommunityLend that it still possesses reliable, current credit information pertaining to the Borrower/issuer. If after an update, a Borrower/issuer no longer meets the minimum credit criteria, the Loan Request will not be posted.
52. Lenders/investors will be advised in the Loan Request that the ratings presented by CommunityLend are based on information obtained within 30 days from the date of the Loan Request.
53. A Borrower/issuer may have up to two Loans outstanding at any one time, provided that the aggregate outstanding principal balance of the two Loans does not exceed the $25,000 maximum Loan amount specified by CommunityLend. The minimum Loan amount is currently set at $1,000.
54. To be eligible to post a Loan Request for a second Loan, a Borrower/issuer must not be in default on his or her existing Loan, and he or she must not have been delinquent in making his or her last two monthly Loan payments or have been delinquent by one payment on three or more occurrences in a 12-month period. The Borrower/issuer may not post a Loan Request for a second Loan within six months following the date the first Loan Agreement was entered into. The Borrower/issuer may not apply for a Loan on the System in order to repay another existing Loan previously obtained on the System. Subject to this requirement, a Borrower/issuer may post as many Loan Requests over time as he or she desires; however, CommunityLend reserves the right to limit the number of Loan Requests a Borrower/issuer posts, or attempts to post, on the System.
55. Based on a risk-adjusted formula reviewed on a regular basis, CommunityLend will assign to all credit ratings, as adjusted, applicable minimum interest rates. Minimum interest rates will be set out in a minimum interest rates schedule. By imposing minimum interest rates for the Borrower/issuer's particular credit rating, as adjusted, CommunityLend will control the interest rates at which the Borrower/issuer may create a Loan Request. Borrowers/issuers will not be able to include an offered interest rate in their Loan Requests which is lower than the minimum interest rate for their particular credit rating, as adjusted. Borrowers/issuers will be able to post Loan Requests at offered interest rates which are higher than the minimum interest rate for their particular credit rating.
(c) the posting of the Loan Request in the System upon successful completion of the initial financial review by CommunityLend.
(j) the status of the Loan (i.e. the degree funded) and the bid history.
58. A Borrower/issuer may also choose to include other relevant information he or she would like to share in his or her Loan Request, subject to the terms of the Borrower Registration Agreement.
59. Each time a Borrower/issuer submits a Loan Request for an initial financial review, he or she will be required to certify that the information provided in his or her registration with CommunityLend, the information provided by him or her to CommunityLend during his or her Loan application process and the information provided in the Loan Request is true and complete as of the date submitted.
60. The content of Loan Requests will be reviewed by CommunityLend during the initial financial review and posted in the System.
61. CommunityLend has adopted a security policy which is aimed at preserving the integrity of the CommunityLend website and protection of personal data of registered users.
62. Registered users will not have each other's e-mail addresses.
63. Upon satisfactory completion of the final financial review, a Loan Agreement between the Borrower/issuer and each Lender/investor who had a winning bid that is in place on a fully funded Loan Request at the time of the loan request closure (each a "Winning Bid") will automatically be created for each Winning Bid. The System will insert the user names, date, Loan amount, interest rate and payment dates into the standard form Loan Agreement. At this time, an electronic confirmation of the Loan Agreement will be sent to the Borrower/issuer and each Lender/investor and the Borrower/issuer and Lenders/investors will have the ability to print the Loan Agreement.
64. The Loan Agreement is a standard form contract available on the Public Pages and will stipulate the terms and conditions of the Loan, including the amount of the Loan, the term of the Loan, the interest rate, the terms of repayment, events of default and collection procedure on default, and will set out other terms and conditions common to a Loan Agreement.
65. At launch, all Loan Agreements will be for a three year term and all of the rights and obligations will be the same in each Loan Agreement, with the exception of the Loan amount, interest rate, scheduled repayment amounts and payment dates. CommunityLend will make the System available for shorter terms, using the same Loan Agreement, over time.
66. The Loan Agreement will contain a promise by the Borrower/issuer to repay the Lender/investor. The Loan Agreements are unsecured debt obligations of the individual Borrowers/issuers without any obligation on CommunityLend's part or recourse against CommunityLend for payment of principal or interest or other charges on the Loan. CommunityLend will not be a party to any Loan Agreement.
67. For the purposes of the Monthly Report, CommunityLend will consider the date of the electronic confirmation of the Loan Agreement as the date of issuance of an evidence of indebtedness by the Borrower/issuer to the Lender/investor.
68. The Loan Agreements may not be assigned, transferred, sold or securitized, in whole or in part, by Borrowers/issuers or Lenders/investors. There will be no secondary market established by CommunityLend for the Loans or the Investment Contracts.
69. Details of all Loan Agreements will be available for viewing by all registered Lenders/investors and Borrowers/issuers.
70. Pursuant to an account agreement to be entered into between CommunityLend and a Canadian chartered bank, all Lenders/investors' funds will be deposited into an "in trust" account maintained at the bank for this purpose (the "Trust Account"). In addition, CommunityLend will execute a declaration of trust for the benefit of the Lenders/investors in proportion to their respective interests in the funds maintained in the Trust Account.
71. Payments by Borrowers/issuers to Lenders/investors will also flow through the Trust Account.
72. Lenders/investors' and Borrowers/issuers' funds placed in the Trust Account will not be co-mingled with CommunityLend's own funds.
73. CommunityLend will maintain appropriate accounting records for each Lender/investor and Borrower/issuer which will track amounts deposited by each Lender/investor into the Trust Account and other information including outstanding Bids, amounts extended as Loans to Borrowers/issuers, the status of repayment on those Loans, details regarding repayment of Loans in default, and collection charges.
74. Loans will be repaid by automatic, pre-authorized monthly or biweekly electronic transfers from the Borrower/issuer's bank account to the Trust Account, and, at the option of the Lender/investor, the funds will be either electronically remitted to the Lender/investor's bank account or held to the credit of the Lender/investor in the Trust Account for future Loan purposes.
75. All Loans will be prepayable by the Borrowers/issuers without penalty.
76. Lenders/investors will be able to access their lender account information online at any time and view detailed information on all their account activity. Similarly, Borrowers/issuers will be able to access their Loan account information online.
77. Upon the occurrence of any event of default under a Loan Agreement, CommunityLend will, as agent for the Lenders/investors, determine whether to accelerate the principal amount and all accrued and unpaid interest and other charges due under the Loan Agreement and whether to accept lower payments and/or interest adjustments.
78. If a Loan is in default, the Lender/investor and the Borrower/issuer will be notified at regular intervals beginning immediately after the default. Failure to rectify the default position within the time period set out in the collection policy will result in the delinquent Loan being referred (but not sold) by CommunityLend for collection to a duly licensed arm's-length collection agency. CommunityLend will use all reasonable efforts to ensure that any collection agencies it engages to collect Loans will do so in good faith.
79. All collection activity with respect to delinquent loans will be initiated by CommunityLend as agent for the Lenders/investors and conducted in accordance with the collection policy posted on the Public Pages. All collection costs incurred by the Lenders/investors in connection with the collection of the delinquent loans will be disclosed in the collection policy and the fee schedule. CommunityLend will charge Lenders/investors, without mark-up or margin of any kind, the fees charged by the collection agency.
80. If the Loan has not been collected in 150 days, the balance of the Loan will be referred by CommunityLend to a second collection agency.
81. Delinquent Loans will be noted on the Borrower/issuer's Loan status which will be viewable by all registered users.
82. If the Borrower/issuer defaults on the Loan and the Loan proves uncollectible as a result of the default, the Borrower/issuer's rights to access the System will be suspended, and, as a result, the Borrower/issuer will not be able to create or post any Loan Requests unless the Borrower/issuer repays his or her delinquent loan with accrued interest in full.
83. Lenders/investors will be unable to collect delinquent loans themselves.
84. If a Lender/investor has a legal dispute with a Borrower/issuer in respect of a misrepresentation (as defined in applicable securities legislation) made by the Borrower/issuer in his or her Loan Request, the Loan Agreement provides that all legal disputes will be referred to a single arbitrator for binding arbitration at Lender/investor's option in accordance with a litigation policy.
85. Should a Lender/investor opt to refer his or her dispute with the Borrower/issuer to arbitration, the Lender/investor will be required to have his or her dispute resolved in the manner set out in the Loan Agreement. CommunityLend will provide the Lender/investor with identifying information of the Borrower/issuers only for the purposes of enforcing the arbitrator's decision in court.
86. Should a Lender/investor opt not to refer his or her dispute with the Borrower/issuer to arbitration, the Lender/investor will be required to pursue his or her claim by way of court action in which case the Lender/investor will be required to seek a court order compelling CommunityLend to provide the Lender/investor with the name and other relevant information that CommunityLend has on file for the Borrower/issuer.
87. If a Lender/investor has a legal dispute with CommunityLend in respect of the Lender Registration and Account Agreement or a Borrower/issuer has a legal dispute with CommunityLend in respect of the Borrower Registration Agreement, each of those agreements provide that all legal disputes will be referred to a single arbitrator for binding arbitration in accordance with the provisions set out in those agreements. Lender/investors who are Individual Accredited Investors and all Borrower/issuers will be entitled, by virtue of consumer protection legislation, to opt out of arbitration as the means of settling a dispute with CommunityLend.
88. Thus, the only parties for whom arbitration will be mandatory will be Lenders/investors who are either Institutional Accredited Investors or Non-Institutional Accredited Investors.
89. If the relevant agreements specify a limitation period for any voluntary or mandatory arbitration in respect of an alleged misrepresentation (as defined in applicable securities legislation) in a Borrower Offering Memorandum (defined below) or a CommunityLend Offering Memorandum (defined below), that limitation period shall not be less than the limitation period in section 138 of the Securities Act (Ontario).
90. CommunityLend's bankruptcy or other possible discontinuance of its operations will not result in the acceleration of any outstanding Loans and all Borrowers/issuers will continue to be obligated to the respective Lenders/investors under the terms of their Loan Agreements.
(c) all Lenders/investors' funds in the Trust Account will be returned to the Lenders/investors.
(c) backing-up data related to the System to ensure that all such data is safely stored and readily accessible by a third-party in the event of CommunityLend's discontinuance of operations.
93. CommunityLend will at all times maintain a current fee schedule setting out all fees and charges payable by Lenders/investors and Borrowers/issuers in the System on its Public Pages. The fee schedule will disclose the method of calculation for each such fee.
94. Registered individuals of CommunityLend will be compensated with salary, a bonus program (which will be based on personal and corporate achievement of goals, rather than individual transactional goal attainment) and an employee stock option plan. CommunityLend will not pay commissions, bonuses or other forms of compensation to its Registered Individuals based on transactional volumes on the System (other than compensation based on the overall performance of CommunityLend).
95. A Loan Request of a Borrower/issuer may constitute an "offering memorandum" (as that term is defined under applicable securities legislation) of a Borrower/issuer (the "Borrower Offering Memorandum").
(d) all information in a Loan Request provided exclusively by CommunityLend, rather than the Borrower/issuer.
In addition, the Lender Registration and Account Agreement will set out the procedures to be followed if a Loan goes into default or if CommunityLend discontinues operations.
97. All visitors to the website will see a statement in plain language that only Accredited Investors resident in one of the Applicable Jurisdictions may be Lenders/investors and the Loan Agreements and Investment Contracts are not suitable investments for retail investors. The statement will contain a hyperlink to a page on the website that states that although securities regulatory authorities have granted exemptive relief to CommunityLend from certain requirements under securities legislation, no securities regulatory authority has approved or expressed an opinion about the securities offered on CommunityLend's website. CommunityLend will not make any statement that contradicts this statement.
98. CommunityLend will ensure that its website does not contain promotional statements or material that cannot be reasonably supported or misrepresentations.
99. CommunityLend will monitor any blogs, forums, or similar interactive communication channels on its website and within 48 hours remove any material from its website that it deems inappropriate, including material that raises investor protection concerns.
100. CommunityLend will have in place appropriate systems to protect Borrowers/issuers' and Lenders/investors' confidential information and customer privacy.
101. All data relating to bids will be stored permanently in the System. If a registered user wishes to download the Loan Agreement, Lender Registration and Account Agreement or Borrower Registration Agreement he or she can do so. All CommunityLend's policies, agreements, disclosure statements, and cautionary statements will be printable.
(c) any Advertising used to find or solicit potential Lenders/investors clearly and prominently states that only Accredited Investors resident in one of the Applicable Jurisdictions may be Lenders/investors.
Furthermore, CommunityLend will not use the word "prime" as a descriptor of any of the requested Loans or Borrowers/issuers on its website or in any Advertising.
except to the extent the Supporting Documents have been otherwise modified or superseded by a statement contained in a subsequently delivered Supporting Document or a representation in this decision. Furthermore, the Filer will be revising the text of the proposed website pages and online contracts and policies which it previously delivered to comply with the representations and conditions in this decision.
5. the Exemption Sought will cease to be effective in the Applicable Jurisdictions on July 31, 2011 (the "Expiry Date"). As of the Expiry Date no new Loan Requests may be offered on the System and no new Investment Contracts will be issued; however, CommunityLend may continue to provide servicing, collection, record-keeping and other services in respect of outstanding Loans that have not been repaid in full. CommunityLend will ensure that during the period prior to the Expiry Date, no Loan Request with an offer period extending beyond the Expiry Date will be posted in the System. Any Loan Requests which have not been fully funded and closed for bidding as of the Expiry Date will be cancelled, unless CommunityLend has been granted an extension to the Exemption Sought on or prior to the Expiry Date.
This is the form required under a decision document dated [insert date] issued under National Policy 11-203 for a monthly report of exempt distributions.
Item 1: State the full name of the issuer of the security distributed and the address and telephone number of its head office. If the issuer of the security distributed is an investment fund, state the name of the fund as the issuer, and provide the full name of the manager of the investment fund and the address and telephone number of the head office of the manager. Include the former name of the issuer if its name has changed since last report.
for itself and as agent on behalf of the Borrowers/issuers who issued Loan Agreements on its website.
Item 2: State whether the issuer is or is not a reporting issuer and, if reporting, each of the jurisdictions in which it is reporting.
The issuers are not reporting issuers.
Item 3: Indicate the industry of the issuer by checking the appropriate box next to one of the industries listed below.
Item 4: Complete Schedule I to this report. Schedule I is designed to assist in completing the remainder of this report.
Item 5: State the distribution date. If the report is being filed for securities distributed on more that one distribution date, state all distribution dates.
Investment Contracts were issued by CommunityLend on [list dates on which Lenders/investors transferred $100 to the Trust Account pursuant to their Lender Registration and Account Agreements during the reporting month].
Loan Agreements were issued by Borrowers/issuers using CommunityLend's website on [list dates on which electronic confirmations of Loan Agreements were sent to the Borrower/issuer and each Lender/investor during the reporting month].
[Insert total number of new Lenders/investors who transferred $100 to the Trust Account pursuant to their Lender Registration and Account Agreements during the reporting month] new Investment Contracts were issued to Lenders/investors by CommunityLend.
[Insert aggregate dollar amount of new Loan Agreements for which electronic confirmations were sent to the Borrower/issuer and each Lender/investor during the reporting month] aggregate amount of new Loan Agreements were issued by Borrowers/issuers using CommunityLend's website.
c. state the exemption(s) relied on.
Section 2.3 of National Instrument 45-106.
Item 7: Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Do not include in this table, securities issued as payment for commissions or finder's fees disclosed under item 8, below.
Item 8: Complete the following by providing information for each person who has received or will receive compensation in connection with the distribution(s). Compensation includes commissions, discounts or other fees or payments of a similar nature. Do not include payments for services incidental to the distribution, such as clerical, printing, legal or accounting services.
If the securities being issued as compensation are or include convertible securities, such as warrants or options, please add a footnote describing the terms of the convertible securities, including the term and exercise price. Do not include the exercise price of any convertible security in the total dollar value of the compensation unless the securities have been converted.
• aggregate Lender Administration Fees of $[insert total amount] were paid to CommunityLend by [insert number] Lenders/investors using CommunityLend's Website.
• aggregate Borrower Administration Fees of $[insert total amount] were paid to CommunityLend by [insert number] Borrowers/issuers using CommunityLend's Website.
• CommunityLend did not pay commissions, finder's fees or other compensation to any person in connection with the distribution of Investment Contracts by CommunityLend to Lenders/investors or the distribution of Loan Agreements by Borrowers/issuers to Lenders/investors.
Item 9: If a distribution is made in Ontario, please include the attached "Authorization of indirect Collection of Personal Information for Distributions in Ontario". The "Authorization of indirect Collection of Personal Information for Distributions in Ontario" is only required to be filed with the Ontario Securities Commission.
On behalf of the issuers, I certify that the statements made in this report are true.
Item 10: State the name, title and telephone number of the person who may be contacted with respect to any questions regarding the contents of this report, if different that the person signing the certificate.
IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT.
The personal information prescribed by this form is collected on behalf of and used by the securities regulatory authorities or, where applicable, the regulators under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.
If you have any questions about the collection and use of this information, contact the securities regulatory authority or, where applicable, the regulator in the jurisdiction(s) where the form is filed, at the address(es) listed at the end of this report.
(a) has been notified by CommunityLend Inc.
(b) has authorized the indirect collection of the information by the Ontario Securities Commission.
Do not include in this table, securities issued as payment of commissions or finder's fees disclosed under item 8 of this report.
The information in this schedule will not be placed on the public file of any securities regulatory authority or, where applicable, regulator. However, freedom of information legislation in certain jurisdictions may require the securities regulatory authority or, where applicable, regulator to make this information available if requested.
1. Only Accredited Investors will be allowed to participate in the System as Lenders/investors.
2. The Filer will not use section 4.7 of MI 11-102 to extend the Exemption Sought to other provinces or territories of Canada.
3. CommunityLend will not pay commissions, finders' fees or other compensation to any person in connection with the distribution of Investment Contracts or Loan Agreements to Lenders/investors.
4. CommunityLend will not pay commissions, bonuses or other forms of compensation to its registered individuals based predominately on transactional volumes on the System.
(d) If CommunityLend discontinues its operations, Lenders/investors may not receive any unpaid principal or interest from the Borrower/issuer.
(d) Lenders/investors must rely on provisions in the Lender Registration and Account Agreement for the assumption by a back-up servicing company of CommunityLend's responsibilities as agent of the Lender/investor in the event that CommunityLend discontinues its operations. There is no certainty that these back-up arrangements will be effective in the case of bankruptcy or liquidation of CommunityLend Inc and Lenders/investors may not receive any unpaid principal or interest from the Borrower/issuer in these circumstances.
(a) A Lender/investor may lose some or all of their investment in a Loan because the Loans are highly risky and speculative and that only Lender/investors who can bear the loss of their entire investment should invest in Loans. Only Accredited Investors can be Lenders/investors on the System and the Loans are not suitable investments for retail investors.
(b) A Loan is an obligation of a Borrower/issuer only and is not secured by any collateral or guaranteed or insured by any third party.
(c) A Lender/investor must rely on CommunityLend and its designated third-party collection agencies to pursue collection against any Borrower/issuer.
(d) Credit information of a Borrower/issuer may be inaccurate or may not accurately reflect the Borrower/issuer's creditworthiness, which may cause a Lender/investor to lose part or all of their investment in a Loan. CommunityLend does not verify the information in a Loan Request. Subject to any selected verification that may be done during the final financial review, CommunityLend does not verify the income or employment of a Borrower/issuer.
(e) Information supplied by a Borrower/issuer in a Loan Request may be inaccurate or intentionally false.
(f) Default rates on Loans may be high.
(g) If payments on a Loan become more than 33 days overdue and the delinquent Loan is referred for collection, it may be impossible for the Lenders/investors to recover unpaid principal and interest.
(h) CommunityLend has a limited operating history. As an online company in the early stages of development, CommunityLend faces increased risks, uncertainties, expenses and difficulties. If CommunityLend becomes insolvent or bankrupt, a Lender/investor may find it difficult or impossible to service his or her Loans and may not recover his or her investment.
(i) Although securities regulatory authorities have granted exemptive relief to CommunityLend from certain requirements under securities legislation, no securities regulatory authority has approved or expressed an opinion about the securities offered on CommunityLend's website.
(j) A Lender/investor may lose his or her investment in a Loan that was fraudulently obtained as a result of identity theft or impersonation.
7. CommunityLend shall post and maintain the Loan performance data on its Public Pages as outlined in the written undertaking that it gave to securities regulatory authorities. CommunityLend shall start to post this data within 6 months after the System is launched. If the data is not statistically significant, CommunityLend shall post a disclaimer to this effect with the data.
(b) fully indemnify the Lender/investor for any claim made against, or losses suffered by, the Lender/investor as a direct result of CommunityLend's failure, in its capacity as agent of the Lender/investor, to fulfill any requirement imposed on the Lender/investor under applicable consumer and credit reporting legislation, except that such indemnity shall not extend to losses suffered by an Institutional Accredited Investor or a Non-Institutional Accredited Investor arising from the obligations of such a Lender/investor under any legislation other than under applicable consumer and credit reporting legislation.
(a) Where the CommunityLend Offering Memorandum or the Risk Disclosure Statement contains a misrepresentation (as defined in applicable securities legislation), a Lender/investor who invests in a Loan has, without regard to whether the Lender/investor relied on the misrepresentation when investing in the Loan, a right of action for damages against CommunityLend in respect of the Loan.
(b) CommunityLend shall not be liable under the contractual right of action if it proves that the Lender/investor invested in the Loan with knowledge of the misrepresentation.
(c) In an action for damages pursuant to the contractual right, CommunityLend is not liable for all or any portion of the damages that CommunityLend proves do not represent the loss of unpaid interest or principal on the Loan as a result of the misrepresentation relied upon.
(d) In no case shall the amount recoverable under the contractual right of action exceed the amount of unpaid interest and principal on the Loan.
(b) CommunityLend incorrectly computes any rating that it prepares in respect of a Borrower/issuer on a Loan Request.
(a) If a Lender/investor has a legal dispute with a Borrower/issuer in respect of a misrepresentation (as defined in applicable securities legislation) made by the Borrower/issuer in his or her Loan Request, the Loan Agreement provides that all legal disputes will be referred to a single arbitrator for binding arbitration at Lender/investor's option in accordance with the Litigation Policy.
(b) Should a Lender/investor opt to refer his or her dispute with the Borrower/issuer to arbitration, the Lender/investor will be required to have his or her dispute resolved in the manner set out in the Loan Agreement. CommunityLend will provide the Lender/investor with identifying information of the Borrower/issuers only for the purposes of enforcing the arbitrator's decision in court.
(c) Should a Lender/investor opt not to refer his or her dispute with the Borrower/issuer to arbitration, the Lender/investor will be required to pursue his or her claim by way of court action in which case the Lender/investor will be required to seek a court order compelling CommunityLend to provide the Lender/investor with the name and other relevant information that CommunityLend has on file for the Borrower/issuer. CommunityLend will put in place arrangements for ongoing loan servicing in the event of a discontinuance of its operations so that Lenders/investors will be able to obtain the name and other relevant information that CommunityLend has on file for the Borrower/issuer from a liquidator or other person authorized to administer CommunityLend's business pursuant to applicable insolvency legislation.
11. Should a Lender/investor opt, pursuant to CommunityLend's litigation policy and as set out in this decision, to sue a Borrower/issuer rather than seek a remedy through arbitration, CommunityLend will give such a Borrower/issuer, upon notice, access to all relevant documentation to enable such a Borrower/issuer to defend himself or herself in such a proceeding.
(d) they are required to file reports of trade and the Loan Request with securities regulators and they are relying on CommunityLend to do so as their agent.
(g) A warning that Borrowers/issuers may be subject to penalties under applicable securities legislation should they fail to comply with applicable securities legislation.
(b) in respect of information contained in a Loan Request that was presented exclusively by CommunityLend.
(b) fully indemnify the Borrower/issuer for any claim made as a result of CommunityLend failing to fulfill the requirement as the Borrower/issuer's agent.
15. Notwithstanding section 2(2)(a) of the Consumer Protection Act (Ontario)(the "CPA"), CommunityLend will contractually provide Borrowers/issuers with the substantially same protections as the CPA, as amended.
16. CommunityLend may only require an indemnity from a Lender/investor or a Borrower/issuer if the indemnity is in respect of losses suffered by CommunityLend as a result of an act or omission of a Lender/investor or of a Borrower/issuer. CommunityLend shall not require a Lender/investor or a Borrower/issuer to indemnify CommunityLend for any claim or loss resulting from CommunityLend's failure to comply with applicable legislation, including applicable securities legislation, or CommunityLend's contractual obligations.


text:
Penn State has no one but quarterback Trace McSorley on CBS Sports' 2019 NFL draft big board.
Shareef Miller didn't make the top-100 prospects. Neither did Ryan Buchholz, Shaka Toney or Shane Simmons.
That is to be somewhat expected. Individually, they aren't on the same level as No. 1 overall prospect Nick Bosa or Clemson's Clelin Ferrell and Austin Bryant. There are nine defensive ends on the list — Ohio State's Bosa and Michigan's Chase Winovich are the lone Big Ten edge rushers.
Still, Miller, Buchholz, Toney and Simmons — along with sophomore Yetur Gross-Matos and redshirt sophomore Daniel Joseph — believe they're a part of a special group of pass-rushers at Penn State. Just how special?
"From top to bottom, we're the best in the Big Ten," Miller said at Saturday's media day. "In the country, we're up there, too, if not the best."
Added Toney: "I think we are the deepest in the country."
Compelling argument: The Nittany Lions can conjure a compelling argument.
Penn State defensive ends accounted for 16 sacks in 2017, and no one who contributed to that total has left the program. Miller (five sacks), Toney (four), Joseph (2.5), Buchholz (two), Gross-Matos (1.5) and Simmons (one) all return. Not to mention senior Torrence Brown, whose knee injury will keep him from starting the season, could be back at some point, too.
Colin Castagna is the only departed edge rusher to make a tackle for Penn State last season, and he had as many stops as Saquon Barkley — one. Meanwhile, 15 Power Five teams had at least one defensive end drafted in April. Ohio State alone lost three — Tyquan Lewis, Sam Hubbard and Jalyn Holmes — to the NFL.
Depth not a problem: There may be concern about how the Nittany Lions will reload at defensive tackle. But Penn State fans need not worry about the depth at D-end.
"Any of us can go contribute to a double-digit sack game," Toney said with a half-shrug. "You're not going to find too many teams that can have three different sets of defensive ends that can go out there and give you big-time production. ... We all can roll out with some punches."
Lofty sack goal: Toney and his fellow defensive ends are so confident, they expect to lead Penn State to 50 team sacks in 2018. Yes, 50. Across college football, that total has been reached less than a dozen times since 2004, and never by a Big Ten team in that span.
Now, the Nittany Lions have come close. Carl Nassib, a first-team All-American, led Penn State to a 46-sack total in 2015. Penn State followed that up with 40 and 42 sacks in 2016 and 2017, respectively.
Spencer wants more: Penn State defensive line coach Sean Spencer is proud of that three-year run of 40 sacks or more, too. But he, like his players, wants more.
Since his arrival with James Franklin, one of the Spencer's favorite phrases has been, "No one rises to low expectations." So he's happy to see Toney, Miller and more embody that before the season even kicks off. And he knows better than anyone that those six defensive ends can help Penn State hit that 50-sack mark for the first time in at least 20 years.
"I really believe this is the most talented group of defensive ends, from A to Z, since I've been here," Spencer said.
Determined to be elite: His players own that mindset, too.
"Everybody wants to be a starter," Miller said. "The second-string and third-string are working like they're first-string. I can't slack off because I know I have Yetur, I have Shaka, I have such and such. I've got to keep working, and they have to keep working. We're just bringing the best out of everybody."
Added Toney: "We want to be elite."

redpajama_set_name: RedPajamaCommonCrawl


this has to be my fave of all time i bought this on video about 14 years ago me and the missus once invited all our friends around on a christmas eve for a party and for some unknown reason we decided to put this video on and after about 10 minutes the lounge was full of about 12 adults absolutely glued to the tv. we were in absolute stitches every time he shouted out haaaaaarrrrrrooooooooooooooooold........! wheres that tea.! i have enjoyed watching the repeated episodes on tv over the years and have collected about 16 episodes including the 2 films. i am now 37 years old and my daughters are 12 and 7 they often ask to watch some episodes too... how many comedies from about 40 years ago can you say that about!
This is a classic episode,albert being ill in bed & taking advantage of the situation is tv gold!
If any other reviewers have seen it the resolution of the episode -with Harold getting his own back is fantastic. It's a shame it's not shown very much now as I think more people should see it as it is one of the best ones. The acting by the two leads is excellent as always.
There are so many funny parts to this episode but just want to run through a few of em'.
When Albert realises his back is ok and he starts dancing is priceless. Also when Harold discovers the truth and goes upstairs to ask Albert what he wants for tea---Harold blatantly says" what about 2 cans of lager and some licorice alsorts-PINK ONES" again Alberts face is a picture! At the end Albert screaming " Me Ghoulies are on fire"
Just want to say that when Albert finds out that he's not really ill and starts dancing it is hillarious-would love to copy that move in a bar in some Drunken way!
One of the best remembered and most loved episodes.


READY TO MOVE IN NOW * 1650 SQFT NEW HOME * EXCEPTIONAL QUALITY * VILLAGE LOCATION * DRIVEWAY PARKING & GARDENS * NO CHAIN* A unique opportunity to buy a high specification one-off build in this much sought after village setting. Offering spacious accommodation over 3 floors, Vine Cottage is built to to a high standard and comprises a beautiful 24ft triple aspect sitting/dining room with an attractive stone fireplace with inset log burning stove. There is a stunning and well equipped kitchen with a range of quality integrated appliances and an equally impressive master bedroom suite with walk-in dressing area and en suite shower room. There are two contemporary family bathrooms in addition to the en suite as well as a cloakroom. Outside this lovely home enjoys a landscaped garden to the rear & secure driveway parking for two cars set being twin 5 bar gates.
Vine Cottage is located in the heart of sough after hamlet of Axford and enjoys a south facing aspect over the valley and a very well thought of local pub, The Red Lion. Axford is approximately 3 miles to the east of the market town of Marlborough with its wide and picturesque High Street which holds a twice weekly market and has an excellent range of shops and boutiques. The town has a variety of schools and leisure facilities as well as offering a variety of restaurants and public houses. There is easy access to junction 15 of the M4 motorway approximately 7 miles to the north and the larger centre of Swindon lies just beyond. There are regular main line rail services to London Paddington from Pewsey or Swindon reaching the capital within 90 minutes.
Mains water, electricity, and drainage are connected.
Oil Central Heating, Double Glazing.


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Volume PPA 1 m^2 x 30 m / 3 = 10 m^3, biomass 6 tons, and 3 tons carbon. As the value of a carbon ton is 10USD, those trees would then tie 300 million tons of carbon and the value of carbon would be 3 billion USD.
A more realistic estimation could be 1/10 of that including the loss of trees. And one cannot estimate the value of a carbon ton in a long run. But we will certainly make a difference, schools and children around the world!


Legend has it that Goddess Sati sacrificed herself by burning her alive to avenge her husband. According to myth, Lord Shiva was infuriated to see this and carried the corpse of Sati on his shoulders to do Taandav which would have brought inevitable destruction to the Earth. To pacify Lord Shiva, Lord Vishnu unleashed his Chakra which cut the corpse into 51 pieces. Wherever a part of her corpse fell, was to be a holy place. Her eyes are believed to have fallen here which is where it derives its name from – Naina means eyes and the temple is dedicated to the same.
The shimmering green waters of the lake are a reflection of emerald green eye of Sati. The town also hosts a cultural festival during the months of August/September dedicated to the Nanda Devi, who is the patron Goddess of the Kumaon hills. The festival is of great religious and cultural significance to the locals.
Baijnath Temple – the Baijnath temple is dedicated to Lord Shiva and is set against the beautiful backdrop of Dhauladhar range. It is an ancient temple which was built in the 9th century AD but was destroyed in an earthquake. It was rebuilt in the 13th century by Raja Sansar Chand. It lies 36 kms east of Kangra district in Himachal Pradesh.
The temple is much revered for its ancient architectural style. It is believed that Ravana once worshipped Lord Shiva in this temple. There are many old engraving on the walls along with beautiful images on the stones and walls as well. The temple shows Nagri style of architecture and really epitomizes how ancient architecture in the Himalayas must have been. One can't help but appreciate the imagination and skilled workmanship with many deities such as Ganga, Yamuna, Surya – the Sun God being engraved on the walls of the temple. Much of the temple has been damaged over time or lost in renovation but still remains a spectacular sight.
The temple also benefits largely from the serene backdrop it is set in. The snowcapped Dhauladhar mountains in the background and the Beas river flowing through think oak and cedar forest beneath make for a lovely setting. A mega cultural festival is also held here on the occasion of Maha Shivratri. It remains a beautiful place to visit to soak in some history and religiosity all year round.
Manikaran – this is one of the most popular pilgrimage centers in Himachal Pradesh and is located at a distance of 42 km from Kullu in between river Beas and Parvati, in the Parvati Valley of Himachal Pradesh. Manikaran is particularly famous for its hot springs.
Manikaran is a pilgrimage place for Hindus and Sikhs alike. The town houses the Guru Nanak Devji Gurudwara also known as Manikaran Gurudwara and is considered one of the most sacred piths by the Sikhs. The langar of the Gurudwara serves free food to thousands of visitors daily. It also houses the Ramachandran Temple which is the most important temple in the town. Dedicated to Lord Ram, the idol of Shri Ram is believed to have been brought straight from Ayodhya. The town has yet another temple which is dedicated to Lord Shiva.
However, much of its attractions are because of its natural hot water springs. The hot springs are believed to possess curative powers and many devotees take a dip in the hot springs to wash away their sins or to simply seek its curative qualities. The springs are on the banks of river Parvati, occurring through a stretch of 1.3 kms. The springs are hot enough that food may be cooked within them. Manikaran remains a beautiful religious place to be visited all year round.


Black Angel / Unholy Archangel - The Fall of Christ 7" Ep. Limited to 500 Copies.
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Unholy Archangel give to us their brand news anthems from Hellas!! Expect just Barbaric Archaic Black Metal War Played in its purest forms!!
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text:
D/M/O
Future Farm Signs LOI to Create Elite New Cannabis & Hemp Strains
Vancouver, British Columbia, March 22, 2018 (GLOBE NEWSWIRE) -- Future Farm Technologies Inc. (the "Company" or "Future Farm") (CSE:FFT) (OTC:FFRMF) is pleased to announce that it has signed a Letter of Intent ("LOI") to acquire a 50% interest in and to enter into a definitive joint venture agreement with CEPG Consulting and Design Inc. ("CEPG") of St John's, Newfoundland. The joint venture is formed to begin operations for a cannabis and hemp breeding program under its previously announced joint venture with Rahan Meristem Ltd. ("Rahan"), a world renown global agro-biotechnology company incorporated in the State of Israel. The joint venture will operate out of both an existing building and 6,000 square feet of newly constructed laboratories.
CEPG is a Canadian corporation wholly owned by Snellen Holdings (1994) Co. Ltd. ("SHC"), based in St John's, Newfoundland. SHC has been developing controlled environment plant growth systems since 1981. SHC will transfer ownership of land and a building located in St. John's, Newfoundland, as well as a 48-ft trailer and its contents.
CEPG will apply for a dealer license from health Canada, which will enable research and development to begin on the growth of cannabis plants. Once licensed, the R&D facility will use state-of-the-art controlled environment equipment and techniques to create a research hub for the Rahan and Future Farm JV, which is expected to create valuable IP to be sold worldwide. The joint venture will develop, own and utilize Rahan's proven and proprietary technology to mass-produce elite new strains of marijuana to fit various profiles required of the medical and legal use of this highly valuable and beneficial plant.
"We have toured this building and endorsed the plans to build new in-vitro and tissue culture labs on this site. We feel it's the perfect facility for us to create elite new cannabis strains and are pleased with the partnership formed by Future Farm and CEPG," says Ron Diner, CEO of Rahan. "We look forward to combining our technology and know-how with Future Farm's experience in cultivating cannabis to produce elite strains for use in the booming medical and recreational marijuana markets."
As part of the subject JV agreement, Rahan shall be responsible for providing the know-how and technology, as well as management and operation of the breeding program.
"We are thrilled to partner with Rahan Meristem, an esteemed leader in the agro-biotechnology industry, and now CEPG. The building in St. John's allows us to get started on the permitting and growing of elite cannabis clones," says Bill Gildea, CEO of Future Farm Technologies. "Rahan has shown long term dedication to producing elite clones of bananas, plantains and other plants for its customers worldwide. We are lucky to have Rahan's desire to take its proven technology to work on producing the same results for cannabis and hemp. This is a very exciting time for Future Farm."
Future Farm, Rahan Meristem and CEPG want to take this opportunity to publicly thank the following:
Provincially: These projects were made possible by our Hon. Premier, Dwight Ball, and The Government of Newfoundland Labrador. Our sincere thank you to our MHA The Hon. Bernard Davis, who supported us since the day he was elected. Our current Minister of Transportation and Works, The Hon. Steve Crocker, and his predecessor The Hon. Al Hawkins, who made time for us made this possible.
Federally: The complex Federal/Provincial land issues that had to be settled could not have been resolved without the determination of our MP Mr. Nick Whalen, and former Federal Minister responsible for PWGSC, The Hon. Judy Foote. Thank you all for the Federal / Provincial co-operation.
In consideration for the acquisition, SHC will receive CAD$150,000 in the form of Future Farm common stock valued at the closing price on the day prior to this press release, and the cash equivalent value of CEPG's 1,940 shares in Canopy Growth Corporation, valued at the closing share price on the day the transaction closes and Mr. H. C. Snellen will receive CAD$50,000. An additional payment is expected to be issued to SHC in Future Farm stock equivalent to the dollar value of a second tranche of Canopy stock. All Canopy stock will remain with CEPG.
The Company also announces that the Board of Directors has approved the cancellation of 3,487,500 incentive stock options currently exercisable at $0.96CDN.
For further information, contact William Gildea, Director, at (888) 387-3761.
On behalf of the Board,
Future Farm Technologies Inc.
William Gildea, Chairman & CEO
About Snellen Holdings:
Snellen Holdings and CEPG (controlled environment plant growth) are founding shareholders of Spot Therapeutics Inc. CEPG designed Spot's 40,000 sq. ft. medical marijuana production facility in Fredericton New Brunswick. CEPG, then a wholly owned Subsidiary of Snellen Holdings was incorporated to be Spot's horticulture department. Shortly after Spot received their "letter to build" approval from Health Canada, Canopy Growth Corporation bought Spot. CEPG is currently engaged as consultants for the Argentia Gold Corporation, an 80,000 sq. ft. medical marijuana LP applicant in Newfoundland Labrador. Future Farm is now a 50% partner in CEPG.
About Future Farm
Future Farm Technologies Inc. is a Canadian company with projects throughout North America including California, Florida and Maryland. The Company's business model includes developing and acquiring technologies that will position it as a leader in the evolution of Controlled Environment Agriculture (CEA) for the global production of various types of plants, with a focus on cannabis. Future Farm provides scalable, indoor CEA systems that utilize minimal land, water and energy regardless of climate, location or time of year and are customized to grow an abundance of crops close to consumers, therefore minimizing food miles and its impact to the environment. The Company holds an exclusive, worldwide license to use a patented vertical farming technology that, when compared to traditional plant production methods, generates yields up to 10 times greater per square foot of land. The contained system provides many other benefits including 90% less water, fertilizer and land used, less travel costs, seed to sale security, scalability, consistency due to year-round production, cost control, product safety and purity by eliminating environmental variability.
The Company is also in the business of designing and distributing LED lighting solutions utilizing the COB and MCOB technology. The Company is focused on delivering cost efficient lighting to North America via advanced e-commerce sites the Company owns and operates. LEDCanada.com, which caters to B2B customers, is a supplier of the newest and highest demand LED solutions. The Company also owns and operates COBGrowlights.com, which caters to both large and small agriculture green houses and controlled cultivation centers.
The Company recently acquired the exclusive right to use a patented, augmented reality (AR) technology in the cannabis industry. As described in more detail above, the Company has decided to spin this asset off to its shareholders.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.
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text:
About Tulane University
Since beginning as a medical college in 1834, Tulane University has grown into one of the most well respected research universities in the country. The students come from different countries and states.
The students can choose from 1,700 classes. The university offers more than 70 majors in five different schools, including science and engineering, architecture, business, liberal arts and public health. It offers one of the most flexible degree programs around. Once the students are admitted they can take classes in any of the undergraduate schools.
Tulane's beautiful, tree-lined campus will feel like home in no time to the students. The students can choose to live in residential colleges with people who share their interests, or opt for a more traditional dorm experience.
IELTS is accepted at Tulane University
~301	st / 760
Member of Southern Association of Colleges and Schools Commission on Colleges.
29.94035, -90.12073	6823 St. Charles Avenue,New Orleans,Louisiana,70118&nbspUnited States
Nearest City: New Orleans
Address: 6823 St. Charles Avenue, New Orleans, Louisiana, 70118 United States
New Orleans Louisiana 6823 St. Charles Avenue
Tulane's beautiful, tree-lined campus will feel like home in no time to the students. The students can choose to live in residential colleges with people who share their interests, or opt for a more traditional dorm experience. https://images1.content-gbl.com/commimg/myhotcourses/institution/profile/myhc_244276_320px.jpg Tulane University https://www.idp.com/bangladesh/universities/tulane-university/iid-us-00959/


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Take advantage of the rare opportunity to own commemorative artwork signed by a Gulf War aviator!
Stan Stokes. Developed by the legendary Skunk Works team, the F-117 Nighthawk — under the cloak and dagger "Have Blue" program — was first flown in the late 1970s when two 60% scale aircraft were built and tested. The uniquely designed stealth attack warbird was officially introduced into the U.S. Air Force fleet in October of 1983 and, even then, it was not made public until 1988. The Nighthawk was initially given an opportunity to showcase its talents during the Gulf War, flying numerous strike missions against strategic Iraqi targets. The 37th Tactical Fighter Wing, under the command of Colonel Alton Whitney, was the unit responsible for the F-117's first combat duty, dropping 2,000-pound, laser-guided bombs on radar sites and communication/control centers, all the while facing heavy anti-aircraft fire. Featuring an impressive 80% success rate, the Nighthawk finished the war having completed a total of 1,271 sorties. This limited edition print depicts an airborne F-117A of the 37th FW against the majestic Middle Eastern sky backdrop. Signed by the artist and Col. Whitney! 16"x 11½".


Front of the recipe card for Super Butterfinger Dessert.
There are lots of fun recipes to read in the box this recipe for Super Butterfinger Dessert was with.
Use the links below to view other recipes similar to this Super Butterfinger Dessert recipe.
If you make this Super Butterfinger Dessert recipe, please share your photos and comments below!
Spread 2/3 of mixture in 9x13 pan.
Reserve ⅓ mixture for topping.
Mix pudding, milk & ice cream.
Spread on top of crust.
Spread whipped topping over pudding.
Combine crushed candy bars & reserve crumbs.
Sprinkle on top of whipped topping.


All the information on this website is published in good faith and for general information purpose only. The Patriotic Post does not make any warranties about the completeness, reliability and accuracy of this information. Any action you take upon the information you find on this website The Patriotic Post), is strictly at your own risk.The Patriotic Post will not be liable for any losses and/or damages in connection with the use of our website.


text:
Search Results for: Rita Ora
Want to Buy a Painting of a Nazi Tyrant on Morphine?
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WATCH: Piers Morgan and Alex Jones Have Explosive Gun Control Debate
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Norman Schwarzkopf Dead: Top 10 Facts You Need to Know
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Blueblood Johns of Zumba Whorehouse Block Names from Spilling into Public
A judge in Maine infuriated clients of a Zumba studio / brothel by agreeing to release their names. But an appeal to the high court blocked the release today.
The Gospel of Jesus' Wife: Top 10 Facts You Need to Know
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The 10 Best Action Scenes From the Stars of The Expendables 2
Before you go see The Expendables 2 this weekend, take a look back at some of the greatest actions scenes from the stars of the hit film series.
Olympic Badminton Players Suck on Purpose, Get in Big Trouble
Four pairs of women's badminton players from China, South Korea and Indonesia are charged with "not using one's best efforts to win a match."
8 Outrageous Facts About Sex at the London Olympics
The 2012 London Olympics are a hotbed of debauchery and fornication. Regardless of what country you hail from or what sport you're competing in, the real and amorous action happens between the competitions.
Kevin MacDonald's look at the life, times and legacy of one of the 20th century's most influential artists is rousing, fascinating and perhaps a little too reverential.
Harley-Davidson Styling Chief Willie G. Davidson Steps Down
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Best Of Netflix: Oscar Winners Past
As we prepare for another Academy Awards ceremony (and one in which a black-and-white silent movie might win Best Picture for the first time in decades), take a look back at some Oscar winners of yesteryear. We would like to thank the Academy' and Netflix for the instant streaming.
Top 10 Bikes of the 2012 NY Motorcycle Show
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Best Of Netflix: Top 20 Holiday Movies
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The Ultimate Fighter 14: Episode 4 Recap & Review
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What's New In Music This Week
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UFC 131 Preview & Predictions
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"I cannot make love to Jews anymore," or so said Nico, breaking off her brief engagement with insouciant wanna-be androgyne Lou Reed." A review of Lynne Tillman's latest collection for BOMB magazine. . . .
The year in food: edible treasure from across the globe.
"Every item checking into Hotel Theory goes through the wringer of Koestenbaum, everything is rendered transitory, uncomfortable, strangely familiar, anonymous, spoiled, confused, discomfited. . . ."
Andrew reviews 'Hotel Theory,' the latest book from Wayne Koestenbaum.
"True to its content, 'In Praise of Shadows' is a deceptive book. It is, a bit, like walking through a Home Depot with Susan Sontag as she channels Tolstoy."
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A review of "The Musical Illusionist," by Alex Rose. The second book from the new publishing house, Hotel St. George.
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Teaching Langston Hughes and other tidbits for the folks of the Poetry Foundation.
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An interview with New York Times crossword puzzle creator Zack Kushner.
"Man Gave Name To All the Animals"
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An essay from This Recording's series on adolescence: Soldiers, Dandelions, Accordions.


Salem: The Crafting MMO is still in a beta phase, but publishers Paradox have today announced that more people will be welcome on its new world shores in the coming days. Two new servers are opening up, which means more beta keys being handed out and more visitors to the dangerous virtual New England portrayed by the game.
For those who are unaware, Salem defines itself as "17th century living in a world filled with alchemy, witchcraft, and permadeath," which, if nothing else, is somewhat different to your usual MMO synopsis.
If that sounds like an interesting way to while away some hours, you should keep an eye on this page for a beta key. At the time of writing keys seem to be out, but with a countdown promising more in just under five hours time.
Paradox has also stated that it'll be livestreaming some Salem action on 8 November, beginning at 11am Pacific Time (7pm for the UK). You'll be able to stream that presentation through Paradox's Twitch TV channel.


text:
using UnityEngine;
using System.Collections.Generic;

//-------------------------------------------------------------------------------------
// ***** OVRPresetManager
//
// OVRPresetManager is a helper class to allow for a set of variables to be saved and
// recalled using the Unity PlayerPrefs class.
//
// OVRPresetManager is currently being used by the OVRMainMenu component.
//
public class OVRPresetManager
{
	static string PresetName = "";

	// SetCurrentPreset
	public bool SetCurrentPreset(string presetName)
	{
		PresetName = presetName;
		return true;
	}

	// SetPropertyInt
	public bool SetPropertyInt(string name, ref int v)
	{
		string key = PresetName + name;
		PlayerPrefs.SetInt (key, v);
		return true;
	}

	// GetPropertyInt
	public bool GetPropertyInt(string name, ref int v)
	{
		string key = PresetName + name;
		if(PlayerPrefs.HasKey(key) == false)
			return false;

		v = PlayerPrefs.GetInt (key);
		return true;
	}

	// SetPropertyFloat
	public bool SetPropertyFloat(string name, ref float v)
	{
		string key = PresetName + name;
		PlayerPrefs.SetFloat (key, v);
		return true;
	}

	// GetPropertyFloat
	public bool GetPropertyFloat(string name, ref float v)
	{
		string key = PresetName + name;
		if(PlayerPrefs.HasKey(key) == false)
			return false;

		v = PlayerPrefs.GetFloat (key);
		return true;
	}

	// SetPropertyString
	public bool SetPropertyString(string name, ref string v)
	{
		string key = PresetName + name;
		PlayerPrefs.SetString (key, v);
		return true;
	}

	// GetPropertyString
	public bool GetPropertyString(string name, ref string v)
	{
		string key = PresetName + name;
		if(PlayerPrefs.HasKey(key) == false)
			return false;

		v = PlayerPrefs.GetString(key);
		return true;
	}

	// DeleteProperty
	public bool DeleteProperty(string name)
	{
		string key = PresetName + name;
		PlayerPrefs.DeleteKey(key);
		return true;
	}

	// SaveAll
	public bool SaveAll()
	{
		PlayerPrefs.Save();
		return true;
	}

	// DeleteAll
	public bool DeleteAll()
	{
		PlayerPrefs.DeleteAll();
		return true;
	}
}

redpajama_set_name: RedPajamaGithub


When it comes to world rock music industry the Spanish-speaking rock industry is the 2nd largest after English. Mexico, the largest Spanish-speaking country is the epicentre and launch pad for many of the Latin America rock acts. Many up and coming rock acts or groups, from Colombia, Argentina or Cuba for example move to Mexico to build their career up and grow their fan base.
Mexico being one of the oldest Spanish-speaking countries developed their own variations of Spanish traditional music like "corridos" and "Paso Doble". From their they have developed a tradition with a variety of other musical styles, and one of the most musically diverse countries of all Spanish-speaking countries.
ψ Note from above The women singing the song 'Besame Mucho" is neither a Mexican nor a Spanish native speaker. Cesaria Evora was born in the Portuguese speaking island of Cabo Verde. During her career she was one of the biggest names in the Portuguese music arena, and a well renowned international singer. In December last year she left us, she and her beautiful voice will be sadly missed.


text:
Synchronizes the information from one API to another API.
This is a work in progress, see To Do section for
more information and caveats!

## Installation

1. Create the binary for the platform of your choice.
2. Create the API key mapping.
3. Update the configuration file (JSON)

## Usage
* Configuration file must be in JSON format. The compare
field denotes the key that needs to be compared in each
API. fieldmapping maps the field from the source API
to the target API.
```js
{
  "TargetPostEntity": "createme",
  "Source" : {
    "Url": "sourceurl",
    "Entity": "sourceentity",
    "User": "sourceuser",
    "Password": "sourcepassword",
    "Compare": "sourcecompare"
  },
  "Target" : {
    "Url": "targeturl",
    "Entity": "targetentity",
    "User": "targetuser",
    "Password": "targetpassword",
    "Compare": "targetcompare"
  },
  "FieldMapping": {
    "title": "title",
    "body": "body"
  }
}
```

* You must specify the request body template for you POST
request. This allows you to replace the values with the
ones from the new API.
```js
{
  "title": "title",
  "body": "body",
  "userId": 0
}
```

* To run: ```go run main.go```

## Contributing

1. Fork it!
2. Create your feature branch: `git checkout -b my-new-feature`
3. Commit your changes: `git commit -am 'Add some feature'`
4. Push to the branch: `git push origin my-new-feature`
5. Submit a pull request :D

## To Do

* Add authentication options for APIs
* Add scheduler capabilities

## Credits

Rosemary Wang (@joatmon08)

## License

MIT License

Copyright (c) 2016 Rosemary Wang

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.


Serving People Who are Deaf in Hospitals – Deaf and Hard of Hearing Services Center, Inc.
The following video presents tips and guidelines important when providing services to consumers who are Deaf. Two health consumers share their recent hospital experiences.