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1. Parties: Identification of the borrower, lender(s), and any guarantors

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

3. Definitions: Key terms used throughout the term sheet

4. Facility Amount: Size of the mezzanine facility and any tranching arrangements

5. Purpose: Specified use of proceeds

6. Interest Rate and Payment Terms: Details of interest rate structure, including cash pay and PIK components

7. Maturity and Repayment: Term of the facility and repayment structure

8. Security and Ranking: Position in the capital structure and security package

9. Equity Kicker/Conversion Rights: Terms of equity participation or conversion features

10. Key Covenants: Financial and operational covenants

11. Events of Default: Circumstances triggering default

12. Conditions Precedent: Requirements for closing the facility

13. Fees: All applicable fees including arrangement, commitment, and exit fees

14. Governing Law: Specification of Nigerian law as governing law

1. Indicative Term Sheet Timeline: Key dates and milestones for the transaction

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

3. Security Asset Schedule: Detailed list of assets forming part of the security package

4. Equity Conversion Mechanics: Detailed procedures for implementing equity conversion

5. Form of Drawdown Notice: Template for requesting disbursements

6. Corporate Structure Chart: Diagram showing corporate structure and security arrangement

7. Permitted Indebtedness: List of existing and permitted debt obligations

8. Required Approvals: List of regulatory and corporate approvals needed