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1. Parties: Identification of the Borrower, Lender, and any guarantors or other key parties to the transaction

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

3. Definitions: Key terms used throughout the term sheet

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

5. Purpose: Specified use of proceeds and any restrictions

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 schedule

8. Security and Ranking: Description of security package and ranking in capital structure

9. Conversion Rights: Terms and conditions for conversion of debt to equity, if applicable

10. Financial Covenants: Key financial ratios and thresholds to be maintained

11. Representations and Warranties: Standard corporate and transaction-specific representations

12. Events of Default: Circumstances that trigger default and remedies

13. Conditions Precedent: Requirements to be met before facility becomes effective

14. Fees and Expenses: All applicable fees, costs and expense arrangements

15. Governing Law: Confirmation of Philippine law governance and jurisdiction

1. Schedule A - Calculation of Financial Covenants: Detailed formulas and methodology for calculating financial covenants

2. Schedule B - Form of Conversion Notice: Template for exercising conversion rights

3. Schedule C - Corporate Structure: Organization chart showing corporate structure and security providers

4. Schedule D - Existing Indebtedness: List of all existing debt and security arrangements

5. Schedule E - Required Approvals: List of regulatory and corporate approvals needed

6. Schedule F - Payment and Interest Calculations: Detailed examples of interest calculations including PIK arrangements

7. Appendix 1 - Form of Compliance Certificate: Template for periodic compliance reporting

8. Appendix 2 - Security Documents List: Comprehensive list of required security documentation