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The Senior Facilities Agreement is a fundamental document in corporate finance transactions in Canada, typically used for establishing significant credit facilities provided by a syndicate of lenders to medium and large corporations. It is particularly relevant for companies seeking substantial debt financing for general corporate purposes, acquisitions, capital expenditure, or refinancing existing debt. The agreement must comply with Canadian federal legislation including the Bank Act and Interest Act, as well as provincial security and property laws. The document comprehensively addresses facility terms, security arrangements, borrower obligations, lender rights, and administrative provisions. It is structured to accommodate the sophisticated nature of syndicated lending while ensuring compliance with Canadian legal requirements and market practices. The agreement typically includes detailed provisions for financial covenants, reporting requirements, and events of default, tailored to the Canadian legal and business environment.

1. Parties: Identification of the borrower(s), lender(s), facility agent, and security trustee

2. Background: Brief description of the transaction and purpose of the facilities

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation

4. The Facilities: Details of the facilities being made available, including amounts and purpose

5. Conditions of Utilization: Conditions precedent and ongoing conditions for drawdown

6. Utilization: Mechanics and process for requesting and making utilizations

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights

9. Interest: Interest calculation, periods, payment, and default interest

10. Fees: Commitment fees, arrangement fees, agency fees, and other fees

11. Tax Gross Up and Indemnities: Tax provisions and related indemnities

12. Increased Costs: Provisions dealing with changes in law and regulatory requirements

13. Representations and Warranties: Standard representations and warranties given by the borrower

14. Information Undertakings: Financial and other information to be provided by the borrower

15. Financial Covenants: Financial ratios and other financial requirements

16. General Undertakings: Positive and negative covenants of the borrower

17. Events of Default: Default triggers and consequences

18. Changes to the Parties: Assignment and transfer provisions

19. The Facility Agent and the Lenders: Role, rights, and duties of the facility agent and relationships among lenders

20. Payment Mechanics: Payment provisions, currency, and set-off rights

21. Set-Off: Rights of set-off and their application

22. Notices: Communication methods and requirements

23. Calculations and Certificates: Basis of calculations and evidence of amounts due

24. Amendments and Waivers: Process for amendments and effect of waivers

25. Governing Law and Enforcement: Choice of law and jurisdiction provisions