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1. Parties: Identifies and provides full legal names and addresses of the lender and borrower
2. Background: Explains the context of the loan and the parties' intention to enter into the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Loan Amount and Purpose: Specifies the principal amount being lent and its intended use
5. Interest Rate: Details the applicable interest rate(s), calculation method, and compounding frequency
6. Repayment Terms: Outlines the repayment schedule, payment amounts, and payment methods
7. Representations and Warranties: States the facts and assurances provided by the borrower regarding their ability to repay
8. Covenants: Lists ongoing obligations of the borrower during the loan term
9. Events of Default: Defines circumstances that constitute default and their consequences
10. Remedies: Specifies the lender's rights and remedies in case of default
11. Notices: Specifies how formal communications between parties should be made
12. Governing Law: Establishes that Canadian law governs the agreement and specifies the applicable province
13. Execution: Signature blocks and execution requirements for all parties
1. Security Interest: Include when the loan is secured by collateral, describing the security and registration requirements
2. Guarantor Provisions: Include when there is a guarantor for the loan, outlining their obligations and liability
3. Insurance Requirements: Include when specific insurance must be maintained on collateral or the borrower
4. Prepayment Terms: Include when early repayment is allowed, specifying any penalties or conditions
5. Assignment and Transfer: Include when either party may need to transfer their rights under the agreement
6. Financial Covenants: Include for business loans requiring specific financial performance metrics
7. Subordination: Include when the loan needs to be subordinated to other debt or when other debt must be subordinated to this loan
8. Change of Control: Include for business loans where borrower ownership changes could affect the loan
1. Schedule A - Repayment Schedule: Detailed amortization schedule showing payment dates, amounts, and interest allocation
2. Schedule B - Collateral Description: Detailed description of any assets securing the loan, including serial numbers or registration details
3. Schedule C - Permitted Encumbrances: List of existing liens or encumbrances that are allowed to remain on the collateral
4. Schedule D - Financial Covenants Calculation: Formulas and methods for calculating any required financial ratios or covenants
5. Appendix 1 - Form of Promissory Note: Standard form of promissory note to be issued in connection with the loan
6. Appendix 2 - Security Agreement Forms: Standard forms for any required security documentation
7. Appendix 3 - Guarantee Form: Standard form of guarantee agreement if guarantors are involved
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