Service standards loan taking
Personal Property Security Registration – Personal Property Security Act
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- Equipment Lists
- Fixture Filings
- General Security Agreement (GSA)
- Supplementary or Superseding Loans relying on Existing GSAs
- Charges on Rolling Stock/Railway Equipment
- Intellectual Property
Personal Property SecurityRegistration – Personal Property Security ActDuration As a general matter, financing statements are to be filed for a period equal to the “Maturity Date” of the loan plus five years. Where this results in a registration period that would require an “infinity” or “perpetual” registration, please do not register for infinity but instead register for the maximum fixed term (usually 25 years) and then immediately extend the registration for the required number of years. This avoids the heavy cost of an infinity or perpetual registration. Execution Your firm is authorized to execute Financing Statements and Financing Change Statements on behalf of BDC. Reporting Please provide with your Solicitor’s Report the registered Financing Statement (Ontario) and the Verification Statement (Ontario and Atlantic provinces). Atlantic It is not necessary to use a secured party code to effect a filing under the PPR. While BDC used to provide a code number in New Brunswick, this practice has been discontinued. The collateral is to be described as: “All present and after acquired personal property.” In addition, please ensure that any serial numbered goods (motor vehicles, trailers, aeroplanes etc.) are specifically described in the financing statement. Please review the definition of serial numbered goods under your legislation. Equipment ListsEquipment lists are generally provided by the S&D Officer and attached to the GSA. If no list has been made available, confirm with the S&D Officer that the list has been waived. If the list is provided directly by the borrower, please ensure that the list has the S&D Officer’s approval. Fixture FilingsWe rely on you to determine whether fixture filings in Land Titles/Registry Offices are necessary. Assignments of Shareholder’s Loans and GuaranteesWe do not require the registration of any financing statements in respect to assignments/postponements of shareholder’s loans or guarantees. General Security Agreement (GSA)GSA Form Our GSA is intended to be unlimited in amount and to secure any number of loans. It is designed to provide an all present and after acquired personal property charge. We also have instructions in the “Tip Sheet” for the GSA form to create a Specific GSA for the rare cases where we call for a charge on specific chattels only. Joint GSA One separate GSA is to be taken for each person or entity required to give one. This simplifies using the GSA to secure other indebtedness, discharging individual borrowers and may ultimately save the client money. Supplementary or Superseding Loans relying on Existing GSAsWhen you are instructed for a loan where an existing GSA is to be used we expect you to: Review a copy of the existing GSA and any existing priority agreements – please obtain copies from the S&D Officer if not already sent; Examine the GSA for patent defects (e.g., errors or omissions in completion or execution); Do searches to determine proper registration and no unauthorized registered prior charges based on the priority required for the GSA in the new Letter of Offer. Search requirements in 7 above apply; Add serial numbered good(s) if required; Extend registration period as required; Refer to the GSA in your report – You will not be responsible for any defects in preparation, execution or registration that are not patent. Any that are should be addressed; and Confirm priority of registration in your Solicitor’s Report based on the security requirements in the new Letter of Offer. Charges on Rolling Stock/Railway EquipmentWhere BDC is taking security over rolling stock as defined under the Canada Transportation Act, we will expect filing of our security agreement under that Act through the registry maintained by Industry Canada as well as the appropriate provincial security registry filings. You are not expected to automatically complete the federal filing when only a GSA is called for. If you think it is warranted in any case, please discuss that with the S&D Officer. Intellectual PropertyWe have created a number of special security forms for use when requested, being: Assignment of Copyright Assignment of Trademarks Assignment of Patents Source Code Hypothecation
Charges on Aircraft at The International Registry for International Interests in Mobile Equipment (Aircraft Equipment) (International Registry)As of April 1, 2013, Canada implemented the Cape Town Convention on International Interests in Mobile Equipment and the Aircraft Protocol to the Convention. As a result, BDC is now required to register at the International Registry established under the Convention, an international security interest (known as an “international interest” under the Convention) when financing airplanes and helicopters of a defined size and airplane engines of a defined thrust capacity or horsepower (known as “aircraft objects" under the Convention). The Letter of Offer will set out BDC’s security requirements with respect to the Aircraft and will indicate where our security interest should be registered, including reference to the International Registry, if applicable. Such security requirements will include a security interest and international interest in the aircraft and engine(s) and may include an assignment of any lease agreement with respect to the aircraft. You are expected to confirm whether the aircraft qualifies for registration in the International Registry. A loan amendment will be required if BDC has called for an International Registration and you have determined that such is not necessary, or vice versa. We expect you to advise the S&D Officer if this is the case. The security documents for aircraft financing are included with BDC’s other security documentation available on the Internet - www.bdc.ca/forms. Note that there is a separate form of GSA and schedules required for aircraft. The aircraft GSA and schedules are to be used regardless of whether the aircraft will be registered in the International Registry or solely in the Personal Property Registry, and the schedules must be reviewed and completed. A new GSA must be signed for all aircraft objects that are to be registered in the International Registry after April 1, 2013. The new forms also include an Assignment of Aircraft Lease Agreement and a Consent & Acknowledgment re Assignment of Aircraft Lease for circumstances where an aircraft is subject to a lease permitted by BDC. Where applicable, searches should be conducted in the International Registry and registrations performed. You are also required to register in the applicable Personal Property Registries. If you are not provided sufficient particulars to enable you to perform the necessary searches and registration, please request such information from the S&D Officer. You are responsible to confirm full satisfaction of all Conditions Precedents listed in the Letter of Offer, including the requirement that the borrower and any permitted lessee of the aircraft be registered as Transacting User Entities in the International Registry. If you or another individual at your firm is registered as a Professional User Entity under the Convention, you may (a) act for both BDC and the borrower as permitted by these Service Standards; and (b) act as agent for the borrower for International Registry purposes, even if you are not counsel for the borrower. If you or another individual at your firm is registered as a Professional User Entity under the Convention, you may also prepare all required security documents and complete all necessary provincial and international registrations on behalf of BDC. You will need to obtain authorization from BDC’s IR Administrator (see below) to complete the international registrations. If you or another individual at your firm is not registered as a Professional User Entity under the Convention you may prepare all required security documents and complete all necessary provincial registrations on behalf of BDC. However, if any international registrations are required you must retain the services of BDC’s IR Administrator (see below) to complete those registrations. You will be required to provide our IR Administrator copies of the signed security documents when requesting an international registration. BDC’s IR Administrator is the Calgary law firm of Parlee McLaws LLP. Please direct any inquiries to: Jessica M. Taylor Commercial and Banking & Finance Paralegal jtaylor@parlee.com Parlee McLaws LLP Barristers & Solicitors, Patent & TradeMark Agents 3300 TD Canada Trust Tower 421-7th Avenue SW Calgary, Alberta T2P 4K9 Direct dial: (403) 294-7084 Fax: (403) 767-8879 Web site: www.parlee.com Dale Spackman Q.C. and Naomi Nind of that firm are the backup contacts. 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:
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