The Inter Lender Agreement is essential in complex financing arrangements where multiple lenders provide different types or tiers of debt to a single borrower or group of borrowers. This document, governed by Canadian law, becomes particularly important in scenarios involving syndicated loans, project financing, or leveraged buyouts. It establishes the hierarchy of debt, coordinates enforcement actions, and manages the relationships between different classes of creditors. The agreement typically includes provisions for payment waterfalls, enforcement standstills, voting rights, and security sharing arrangements. It must comply with Canadian federal banking and insolvency laws, as well as provincial security legislation. The document is crucial for preventing conflicts between lenders and providing a clear framework for actions in both normal operations and default scenarios.

1. Parties: Identification of all lenders, any facility agents, security trustees, and other relevant parties to the agreement

2. Background: Context of the lending arrangement, reference to primary credit facilities, and purpose of the inter-lender arrangement

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

4. Ranking and Priority: Establishes the priority ranking between different classes of debt and security interests

5. Payment Provisions: Rules governing the application and distribution of payments, including waterfall provisions

6. Security and Guarantees: Provisions regarding shared security and guarantees, including enforcement rights

7. Standstill Provisions: Restrictions on individual enforcement actions and standstill periods

8. Turnover of Receipts: Obligations to share recoveries and turn over non-permitted payments

9. Agent Provisions: Powers, duties, and protections of any facility agent or security trustee

10. Enforcement: Process and conditions for enforcement of security and exercise of remedies

11. Decision Making: Voting rights and majority requirements for various decisions

12. Payments and Recoveries: Mechanics for sharing payments and recoveries between lenders

13. Changes to Parties: Transfer and assignment provisions, including permitted transfers and accession process

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Choice of law and jurisdiction for dispute resolution