Reporting Form of Report

Reporting

1. Form of Report

Where existing GSA’s or existing mortgages are used, they are to be referred to in the Solicitor’s Report.

2. Prior Charges

If BDC has been provided with a Solicitor’s Report reciting that certain encumbrances are to be discharged before the security is complete, we must as soon as possible thereafter be provided with your confirmation of their discharge or a letter of no further interest as may be appropriate.

1. Opinions - Corporations, Partnerships and Trusts

• 
  Traditional opinions as to capacity, authorization and execution are required for corporations and all non-corporate entities (partnerships, trusts, etc.,) where the loan amount (total of all concurrent loans instructed to you) exceeds $5,000,000. However, when the total of all concurrent loans does not exceed $5,000,000, we do not require the traditional opinion. This is intended to reduce cost and time and to eliminate the practise of asking borrower’s counsel to provide a certificate on these points. In such circumstances, and absent any contrary knowledge, you will limit your investigation of capacity and authorization:
  

• 
  for corporate borrowers or guarantors to:
  
  1. 
     Officers Certificate confirming incumbent officers and signatories and confirming there are no proceedings for winding up;
     
  2. 
     Searches of the provincial/territorial corporate registry and, to the extent locally possible, certificates from those registries confirming the corporation’s incorporation, status and directors and officers; and
     
  3. 
     Certified copy of Director’s Resolution approving the transaction.
     

• 
  for borrower or guarantors constituted as partnerships or trusts to:
  
  1. 
     A review of the Partnership/Trust Agreement;
     
  2. 
     Searches of the provincial/territorial registry and, to the extent locally possible, certificates from those registries confirming the partnership’s registration; and
     
  3. 
     Statutory declaration from the partner/trustee confirming that the partnership/trust authorizes the loan, has capacity to provide the requested security and to stand as a borrower or guarantor on the loan, and confirming the name of the person authorized to execute the loan documents to bind the partnership/trust.
     

• 
  Corporations, Partnerships and Trusts not granting security – Where a corporation, partnership or trust is a borrower or guarantor, jointly or individually, under the Letter of Offer but is not granting a mortgage, general security agreement or other security, we would still expect the corporate/partnership/trust opinion issue to be addressed in accordance with this section.
  

1. Foreign Corporations

• 
  Given the high cost of obtaining opinions relative to foreign corporations, you are to discuss with the S&D Officer whether such opinions are required on a particular loan. You may take their written direction on this point but must refer to it in your Solicitor’s Report. In any case where we are taking security over foreign assets we will want confirmation of enforceability which may require opinions from foreign counsel. If foreign counsel is required, please see Section 8 i) Multiple Jurisdictions below.
  

5. Delivery of Security Documents and Report

• 
  Letters of credit obtained from other lenders;
  
• 
  Marine Mortgages;
  
• 
  Duplicate Certificates of Titles (when used in place of a mortgage);
  
• 
  Assignment of Securities for share certificates in original form;
  
• 
  Hypothecation of Shares in original form;
  
• 
  Hypothecation of Source Code, Software;
  
• 
  Promissory Notes prepared by external solicitors as part of continuing loan security;
  
• 
  U.S. Debentures and U.S. vehicle registrations;
  
• 
  Personal Guarantees given by Alberta Residents or required in connection with loans from Alberta Business Centres where a Guarantee Acknowledgement Act certificate is required;
  
• 
  Any other documents that cannot be enforced from an electronic record.
  

Subject to the foregoing, we require electronic (PDF) versions of the completed security documents, together with a PDF copy of your account, to be delivered to BDC not later than 30 days after the date of your first request for disbursement of the loan.  If all of the security documents have not been finalized within that time frame, the available documents should be sent to BDC, and additional documents delivered as they are available (e.g., State of Title Certificates, updated PPR registrations, surveys, insurance confirmation etc.).  When there are multiple disbursements on a loan, an interim account should be issued to the Borrower, and a copy should be delivered to BDC together with the security package.  We do not require delivery of subsequent disbursement accounts.

• 
  Paper: the originals of only those security documents in the above list (see “Format” above), and any other document that must be tendered in paper format for enforcement purposes, to the following address:
  

Legal Services

121 King Street West, Suite 1200

Toronto, ON M5H 3T9

• 
  Electronic – all security documents, including all reporting documents such as your Solicitor’s Report, your account and the covering letter for the security package, in PDF format (one document per PDF) to the following address:
  

• 
  If you are instructed for multiple loans, send the security documents using a separate email for each loan multiple
  
• 
  The subject line of your e-mail must include:
  

• 
  Borrower’s name
  
• 
  Account number and loan multiple (one per email)
  
• 
  Instructing Business Centre or Department
  

• 
  Electronic Files Naming – there no longer is a mandatory requirement to include the account or multiple number in the name of the document. There also is no longer a mandatory requirement for the use of abbreviations for the type of document. All security documents should be named using the following naming convention:
  
  1. 
     Type of document (e.g., GSA or General Security Agreement or any other version as long as the document type is easily identifiable to BDC)
     
  2. 
     Only if there are multiple documents of the same type for the specific loan multiple (e.g., 2 GSA’s or 2 Guarantees), indicate the name of one of the parties to the document
     

• 
  NOTE: Original Letter of Offer
  

6. 
   
   Directory: documents
   documents -> Concept stage
   documents -> Concept stage
   documents -> The great global switch-off
   documents -> Nonprofit grant application
   documents -> The Truth about the Rwandan Genocide
   documents -> Annual InStructional unit plan
   documents -> Chaos equipment included
   
   
   
   Download 397.92 Kb.
   
   Share with your friends: