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1. Parties: Identification of the lender(s), borrower(s), and any guarantors
2. Background: Context of the transaction, relationship to senior facilities, and purpose of the mezzanine financing
3. Definitions and Interpretation: Key terms, construction rules, and interpretation principles
4. The Facility: Details of the mezzanine loan facility, commitment amounts, and purpose
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Mechanics and procedures for utilization of the facility
7. Interest: Interest calculation, payment provisions, and default interest
8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment
9. PIK Interest Provisions: Terms for payment-in-kind interest capitalization and payment
10. Security: Security package details and ranking
11. Subordination: Subordination terms in relation to senior debt
12. Representations and Warranties: Borrower's representations and warranties
13. Information Undertakings: Requirements for financial and other information provision
14. General Undertakings: Positive and negative covenants
15. Financial Covenants: Financial maintenance and incurrence covenants
16. Events of Default: Default triggers and consequences
17. Changes to Parties: Transfer and assignment provisions
18. Administration: Administrative provisions, calculations, and notices
19. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Equity Kickers: Terms for warrants or equity participation rights, included when the mezzanine facility includes equity-linked components
2. Conversion Rights: Provisions for converting debt to equity, included when conversion features are part of the structure
3. Board Observer Rights: Terms for lender representation in borrower governance, included when lender requires oversight rights
4. Exit Fees: Provisions for additional fees upon exit/repayment, included when part of the economic terms
5. Intercreditor Provisions: Detailed provisions regarding creditor ranking and rights, included when not covered in a separate intercreditor agreement
6. Tax Gross-Up and Indemnities: Detailed tax provisions, included when cross-border elements exist
7. Guarantee: Guarantee provisions, included when guarantors are party to the agreement
1. Conditions Precedent: Detailed list of required conditions precedent documents
2. Form of Drawdown Request: Template for utilization requests
3. Form of Transfer Certificate: Template for transfers of loan participations
4. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
5. Security Documents: Forms or copies of security documents
6. Warrant Instruments: Forms of warrant certificates if applicable
7. Disclosure Schedule: Borrower disclosures against representations
8. Repayment Schedule: Detailed amortization schedule if applicable
9. Form of Compliance Certificate: Template for periodic compliance certification
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