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1. Parties: Identification of the lender and borrower, including full legal names and addresses
2. Background: Context of the agreement, including purpose of the loan and nature of the equity arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including financial and technical terms
4. Loan Amount and Purpose: Specification of the loan amount, purpose, and any tranches or drawdown conditions
5. Equity Component: Details of the equity arrangement, including percentage of ownership, valuation methods, and equity transfer mechanisms
6. Interest and Fees: Interest rate structure, calculation methods, and all applicable fees
7. Term and Repayment: Loan duration, repayment schedule, and early repayment provisions
8. Security: Description of all security arrangements and collateral
9. Conditions Precedent: Conditions that must be met before the loan becomes effective
10. Representations and Warranties: Statements of fact and assurances from the borrower
11. Covenants: Ongoing obligations of the borrower, including financial covenants and reporting requirements
12. Events of Default: Circumstances constituting default and consequences
13. Rights and Remedies: Lender's rights and remedies upon default
14. Assignment and Transfer: Terms governing the transfer of rights under the agreement
15. Notices: Communication requirements and contact details
16. Governing Law: Specification of Canadian law as governing law and jurisdiction
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Guarantees: Required when there are third-party guarantors for the loan
2. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required
3. Share Rights: Required when the equity component includes specific voting or dividend rights
4. Board Representation: Needed when the equity arrangement includes rights to board membership
5. Exit Provisions: Terms governing exit strategies and liquidity events, if applicable
6. Tag-Along Rights: Required when minority shareholders need protection in sale scenarios
7. Drag-Along Rights: Included when majority shareholders need the right to force minority participation in a sale
8. Environmental Compliance: Required for loans involving real estate or industrial operations
9. Intellectual Property Rights: Needed when IP forms part of the security or business value
1. Schedule A - Loan Terms: Detailed breakdown of loan amount, interest rates, and payment schedule
2. Schedule B - Security Details: Comprehensive list and description of all security and collateral
3. Schedule C - Equity Valuation Method: Detailed methodology for valuing the equity component
4. Schedule D - Financial Covenants: Specific financial ratios and requirements to be maintained
5. Schedule E - Permitted Encumbrances: List of approved existing liens or encumbrances
6. Schedule F - Required Insurance: Detailed insurance requirements and minimum coverage
7. Appendix 1 - Form of Drawdown Notice: Template for requesting loan disbursements
8. Appendix 2 - Compliance Certificate: Template for periodic compliance reporting
9. Appendix 3 - Share Transfer Forms: Standard forms for executing equity transfers
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