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1. Profit Participation: Required if the mezzanine includes profit-sharing features rather than or in addition to conversion rights

2. Intercreditor Provisions: Required if intercreditor arrangements are not documented in a separate agreement

3. Tax Gross-Up and Indemnities: Required for cross-border transactions or where specific tax risks need to be addressed

4. Increased Costs and Illegality: Required for regulated lenders or cross-border transactions

5. Currency Provisions: Required for multi-currency facilities or cross-border transactions

6. Board Representation: Required if the lender has rights to appoint board observers or directors

7. Exit Rights: Required if specific provisions govern exit scenarios like IPO or sale

8. Parent Company Guarantee: Required if upstream guarantees are part of the security package

1. Initial Conditions Precedent: List of required documents and conditions for initial drawdown

2. Form of Drawdown Request: Standard form for requesting loan disbursements

3. Form of Compliance Certificate: Template for periodic compliance reporting

4. Financial Covenant Calculations: Detailed methodology for calculating financial covenants

5. Security Documents: Forms or copies of security documents

6. Conversion Mechanics: Detailed procedures and calculations for debt-to-equity conversion

7. Shareholders Agreement Terms: Key terms to be included in shareholders agreement upon conversion

8. Existing Indebtedness: Schedule of permitted existing debt

9. Group Structure: Corporate structure chart of the borrower group

10. Form of Transfer Certificate: Standard form for transferring loan participations

11. Financial Calendar: Schedule of financial reporting and payment dates