The Finance Contract serves as the primary legal document for establishing and governing financial facilities in Canada, whether for corporate financing, project funding, or asset acquisition. It is essential for transactions requiring formal documentation of lending arrangements, incorporating all necessary elements required by Canadian federal and provincial legislation. The document is structured to address various aspects of the lending relationship, including facility terms, security arrangements, representations and warranties, covenants, and events of default. It must comply with Canadian banking regulations, provincial security registration requirements, and consumer protection laws where applicable. The Finance Contract is particularly crucial for significant financial transactions, requiring careful consideration of both federal legislation such as the Interest Act and provincial laws governing security interests and property rights.

1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and company registration details

2. Background: Context of the financing arrangement, including purpose of the facility and general commercial intent

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. The Facility: Details of the financial facility including amount, purpose, and type of facility

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

6. Drawdown: Procedures and requirements for drawing down the facility

7. Interest and Fees: Interest rates, calculation methods, payment dates, and all applicable fees

8. Repayment and Prepayment: Terms for repayment, including schedule, amounts, and early repayment provisions

9. Representations and Warranties: Statements of fact and assurances given by the borrower

10. Covenants: Positive and negative obligations of the borrower during the term of the facility

11. Events of Default: Circumstances constituting default and consequences thereof

12. Changes to Parties: Provisions regarding assignment, transfer, and succession

13. Notices: Communication requirements and contact details

14. Calculations and Certificates: Rules for financial calculations and form of certificates

15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

16. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction