{"component": "clause", "props": {"groups": [{"snippet": "The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series:\n(1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;\n(2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period);\n(3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;\n(4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound;\n(5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended;\n(6) in the case of an election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred;\n(7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;\n(8) the Company shall have delivered to the Trustee an Officers\u2019 Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with;\n(9) the Company shall have delivered to the Trustee an Officers\u2019 Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and\n(10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.", "size": 206, "samples": [{"hash": 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"type": "definition", "offset": [2430, 2442]}, {"key": "a-party", "type": "clause", "offset": [2478, 2485]}, {"key": "an-opinion-of-counsel-stating", "type": "clause", "offset": [2563, 2592]}, {"key": "to-register", "type": "clause", "offset": [2711, 2722]}, {"key": "an-investment-company", "type": "clause", "offset": [2726, 2747]}, {"key": "the-investment-company-act-of-1940", "type": "clause", "offset": [2754, 2788]}, {"key": "as-amended", "type": "definition", "offset": [2790, 2800]}, {"key": "election-under", "type": "clause", "offset": [2824, 2838]}, {"key": "the-company-has", "type": "clause", "offset": [2939, 2954]}, {"key": "service-a", "type": "clause", "offset": [3023, 3032]}, {"key": "a-change-in", "type": "definition", "offset": [3082, 3093]}, {"key": "income-tax-law", "type": "definition", "offset": [3117, 3131]}, {"key": "gain-or-loss", "type": "clause", "offset": [3305, 3317]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [3322, 3349]}, {"key": "to-federal", "type": "definition", "offset": [3414, 3424]}, {"key": "in-the-same-manner", "type": "definition", "offset": [3457, 3475]}, {"key": "opinion-of-counsel-to-the", "type": "clause", "offset": [3708, 3733]}, {"key": "an-officers", "type": "clause", "offset": [4146, 4157]}, {"key": "conditions-precedent", "type": "definition", "offset": [4220, 4240]}, {"key": "relating-to", "type": "definition", "offset": [4272, 4283]}, {"key": "the-covenant", "type": "clause", "offset": [4333, 4345]}, {"key": "the-deposit", "type": "clause", "offset": [4511, 4522]}, {"key": "under-clause", "type": "clause", "offset": [4523, 4535]}, {"key": "by-the-company", "type": "clause", "offset": [4553, 4567]}, {"key": "creditors-of-the-company", "type": "clause", "offset": [4636, 4660]}, {"key": "the-company-and-the", "type": "clause", "offset": [4776, 4795]}, {"key": "section-77", "type": "clause", "offset": [4853, 4864]}], "hash": "9ae0e909e173abfd81d1b87e09bdbde4", "id": 2}, {"snippet": "In order to exercise either Legal Defeasance or Covenant Defeasance:\n(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and interest and premium, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date;\n(2) in the case of an election under Section 7.02, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:\n(a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or\n(b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner;\n(3) in the case of an election under Section 7.03, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner;\n(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit);\n(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Supplemental Indenture or the Base Indenture (as it relates to the Notes)) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;\n(6) the Issuers shall have delivered to the Trustee an Officers\u2019 Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and\n(7) the Issuers shall have delivered to the Trustee an Officers\u2019 Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner.", "size": 309, "samples": [{"hash": "6pG5DvXofWw", "uri": "/contracts/6pG5DvXofWw#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Supplemental Indenture (Genesis Energy Lp)", "score": 37.1697463989, "published": true}, {"hash": "9PPIyjfI68I", "uri": 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{"key": "appraisal-firm", "type": "definition", "offset": [352, 366]}, {"key": "independent-public-accountants", "type": "definition", "offset": [378, 408]}, {"key": "to-pay", "type": "clause", "offset": [410, 416]}, {"key": "principal-of", "type": "definition", "offset": [421, 433]}, {"key": "and-interest", "type": "clause", "offset": [434, 446]}, {"key": "outstanding-notes", "type": "clause", "offset": [475, 492]}, {"key": "date-of", "type": "clause", "offset": [500, 507]}, {"key": "fixed-maturity", "type": "definition", "offset": [508, 522]}, {"key": "applicable-redemption-date", "type": "definition", "offset": [533, 559]}, {"key": "the-notes-are", "type": "definition", "offset": [618, 631]}, {"key": "election-under", "type": "clause", "offset": [735, 749]}, {"key": "to-the-trustee", "type": "clause", "offset": [797, 811]}, {"key": "an-opinion-of-counsel", "type": "clause", "offset": [812, 833]}, {"key": "service-a", "type": "clause", "offset": [977, 986]}, {"key": "issue-date", 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"conditions-precedent", "type": "definition", "offset": [3456, 3476]}, {"key": "relating-to", "type": "definition", "offset": [3477, 3488]}, {"key": "the-covenant", "type": "clause", "offset": [3513, 3525]}], "hash": "fe66b2eae9a23dad3ce166cc5c9baa46", "id": 1}, {"snippet": "The following shall be the conditions to the ability of the Issuer and the Guarantors to effect legal defeasance or covenant defeasance with respect to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:\n(1) the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes;\n(2) in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;\n(3) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;\n(4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);\n(5) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound; and\n(6) the Issuer shall have delivered to the Trustee an Officers\u2019 Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.", "size": 170, "samples": [{"hash": "hX3qGYXO9Qf", "uri": "/contracts/hX3qGYXO9Qf#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Indenture (Jack Cooper Holdings Corp.)", "score": 28.5126628876, "published": true}, {"hash": "byt2K9qal7A", "uri": "/contracts/byt2K9qal7A#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Indenture (Jack Cooper Logistics, LLC)", "score": 27.2751541138, "published": true}], "snippet_links": [{"key": "conditions-to-the", "type": "clause", "offset": [27, 44]}, {"key": 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of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment or on the redemption date Notes;\n(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that:\n(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or\n(b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;\n(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;\n(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit);\n(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);\n(6) the Issuer shall have delivered to the Trustee an Officers\u2019 Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and\n(7) the Issuer shall have delivered to the Trustee an Officers\u2019 Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers\u2019 Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied with.", "size": 56, "samples": [{"hash": "gDcl0MdOVd9", "uri": 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Holders of the Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be sufficient (without consideration of any reinvestment of interest), as evidenced by an Officer\u2019s Certificate of the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the Redemption Date of the principal or installment of principal of or interest on the Notes,\n(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that:", "size": 7, "samples": [{"hash": "4kd8qOh4oiM", "uri": "/contracts/4kd8qOh4oiM#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Indenture (Match Group, Inc.)", "score": 27.4175224304, "published": true}, {"hash": "jH19Jz5rp28", "uri": "/contracts/jH19Jz5rp28#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Indenture (Iac/Interactivecorp)", "score": 26.8836421967, "published": true}, 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irrevocably deposit or cause to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, money in an amount, or U.S. Government Obligations that through the scheduled payment of principal and interest thereon will provide money in an amount, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of (and premium, if any, on) and interest on the Outstanding Notes (and Additional Notes, if any) at maturity (or upon redemption, if applicable) of such principal or installment of interest;\n(b) no Default or Event of Default has occurred and is continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 501(h) is concerned, at any time during the period ending on the 91st day after the date of such deposit;\n(c) such legal defeasance or covenant defeasance may not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound;\n(d) in the case of legal defeasance, the Company must deliver to the Trustee an Opinion of Counsel stating that the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or, since the Closing Date, there has been a change in applicable federal income tax law, to the effect, and based thereon such opinion must confirm, that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;\n(e) in the case of covenant defeasance, the Company must have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and\n(f) the Company must have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the legal defeasance or the covenant defeasance, as the case may be, have been complied with.", "size": 6, "samples": [{"hash": "9olpObGnSmY", "uri": "/contracts/9olpObGnSmY#conditions-to-legal-defeasance-or-covenant-defeasance", "label": "Indenture (Insight Health Services Corp)", "score": 18.0, "published": true}], "snippet_links": [{"key": "conditions-to", "type": "clause", "offset": [27, 40]}, {"key": "application-of", "type": "clause", "offset": [41, 55]}, {"key": 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"subsidiary-guarantor", "type": "clause", "offset": [1308, 1328]}, {"key": "a-party", "type": "clause", "offset": [1332, 1339]}, {"key": "in-the-case", "type": "clause", "offset": [1369, 1380]}, {"key": "to-the-trustee", "type": "clause", "offset": [1427, 1441]}, {"key": "an-opinion-of-counsel-stating", "type": "clause", "offset": [1442, 1471]}, {"key": "the-company-has", "type": "clause", "offset": [1477, 1492]}, {"key": "service-a", "type": "clause", "offset": [1561, 1570]}, {"key": "since-the-closing-date", "type": "clause", "offset": [1583, 1605]}, {"key": "a-change-in", "type": "definition", "offset": [1622, 1633]}, {"key": "income-tax-law", "type": "definition", "offset": [1653, 1667]}, {"key": "holders-of", "type": "clause", "offset": [1738, 1748]}, {"key": "gain-or-loss", "type": "clause", "offset": [1798, 1810]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [1815, 1842]}, {"key": "to-federal", "type": "definition", "offset": [1900, 1910]}, {"key": "in-the-same-manner", "type": "definition", "offset": [1943, 1961]}, {"key": "opinion-of-counsel-to-the", "type": "clause", "offset": [2145, 2170]}, {"key": "an-officers", "type": "clause", "offset": [2565, 2576]}, {"key": "conditions-precedent", "type": "definition", "offset": [2639, 2659]}, {"key": "relating-to", "type": "definition", "offset": [2673, 2684]}, {"key": "the-covenant", "type": "clause", "offset": [2716, 2728]}], "hash": "ae591acdcbb81c86e3596f021d8594a9", "id": 10}], "next_curs": "Cn4SeGoVc35sYXdpbnNpZGVyY29udHJhY3RzcloLEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2Ij5jb25kaXRpb25zLXRvLWxlZ2FsLWRlZmVhc2FuY2Utb3ItY292ZW5hbnQtZGVmZWFzYW5jZSMwMDAwMDAwYQyiAQJlbhgAIAA=", "clause": {"title": "Conditions to Legal Defeasance or Covenant Defeasance", "size": 1129, "children": [["", ""], ["revocation-and-effect-of-consents", "Revocation and Effect of Consents"], ["with-consent-of-holders-of-notes", "With Consent of Holders of Notes"], ["notation-on-or-exchange-of-notes", "Notation on or Exchange of Notes"], ["without-consent-of-holders-of-the-notes", "Without Consent of Holders of the Notes"]], "parents": [["undertaking-for-costs", "Undertaking for Costs"], ["discharge-of-indenture-defeasance", "Discharge of Indenture Defeasance"], ["trustee-to-sign-amendments-etc", "Trustee To Sign Amendments, etc"], ["preferential-collection-of-claims-against-company", "Preferential Collection of Claims Against Company"], ["paying-agents", "Paying Agents"]], "id": "conditions-to-legal-defeasance-or-covenant-defeasance", "related": [["conditions-to-defeasance-or-covenant-defeasance", "Conditions to Defeasance or Covenant Defeasance", "Conditions to Defeasance or Covenant Defeasance"], ["option-to-effect-legal-defeasance-or-covenant-defeasance", "Option to Effect Legal Defeasance or Covenant Defeasance", "Option to Effect Legal Defeasance or Covenant Defeasance"], ["option-to-effect-legal-defeasance-or-covenant-defeasance-defeasance", "Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance", "Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance"], ["legal-defeasance-and-covenant-defeasance", "Legal Defeasance and Covenant Defeasance", "Legal Defeasance and Covenant Defeasance"], ["option-to-effect-defeasance-or-covenant-defeasance", "Option to Effect Defeasance or Covenant Defeasance", "Option to Effect Defeasance or Covenant Defeasance"]], "related_snippets": [], "updated": "2026-08-13T04:22:21+00:00", "also_ask": ["What are the essential conditions that must be included to ensure effective legal or covenant defeasance?", "How can parties strategically negotiate the scope and triggers of defeasance to protect their interests?", "What are the most common risks or loopholes that could undermine the enforceability of a defeasance clause?", "How do legal and covenant defeasance provisions differ across jurisdictions or under different governing laws?", "What standards do courts apply when determining if the conditions for defeasance have been properly satisfied?"], "drafting_tip": "Specify all required conditions precisely to prevent interpretive disputes; reference applicable laws to ensure compliance; clarify consequences of non-fulfillment to promote enforceability.", "explanation": "The \"Conditions to Legal Defeasance or Covenant Defeasance\" clause defines the specific requirements that must be met for a borrower to be released from certain obligations under a debt agreement, either entirely (legal defeasance) or with respect to particular covenants (covenant defeasance). Typically, this involves the borrower depositing sufficient funds or government securities with a trustee to cover all future payments on the debt, and meeting other conditions such as providing legal opinions or ensuring no default exists. The core function of this clause is to provide a clear mechanism for the borrower to effectively discharge or limit its ongoing obligations, thereby offering flexibility in managing debt while protecting the interests of creditors."}, "json": true, "cursor": ""}}