# Defeasance Agreement
**This Defeasance Agreement ("Agreement") is made and entered into this [Date] by and between:**
**Borrower:**
[Borrower Name]
[Borrower Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**Lender:**
[Lender Name]
[Lender Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**RECITALS**
WHEREAS, the Borrower has executed a Promissory Note dated [Date] in favor of the Lender in the principal amount of [Amount] (the "Note");
WHEREAS, the Borrower has agreed to defease the Note pursuant to the terms outlined in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
## 1. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
- **Defeasance:** The discharging of the Borrower's obligation under the Note by substituting acceptable collateral.
- **Collateral:** Government securities or other acceptable investments, as specified in Exhibit A, to guarantee payment of the Note.
## 2. Defeasance
The Borrower agrees to deposit into a segregated account with the Lender the Collateral as outlined in Exhibit A. Upon receipt of the Collateral, the Lender shall:
1. Cancel the Note.
2. Release any liens or security interests related to the Loan.
3. Execute and deliver a release document to the Borrower.
## 3. Representations and Warranties
Borrower represents and warrants that:
1. The Collateral is free and clear of all liens and encumbrances.
2. The Borrower has the full right and authority to enter into this Agreement.
3. This Agreement has been duly executed and delivered by the Borrower.
## 4. Conditions Precedent
The execution of this Agreement is contingent upon the following conditions being met:
1. The Collateral must be received and verified by the Lender.
2. All necessary corporate approvals and consents must be obtained by the Borrower.
## 5. Indemnification
The Borrower agrees to indemnify and hold harmless the Lender from any loss, damage, claim, or liability arising from the Borrower's breach of any representation, warranty, or covenant made herein.
## 6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
## 7. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
## 8. Amendments
No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.
## 9. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
**IN WITNESS WHEREOF, the parties hereto have executed this Defeasance Agreement as of the day and year first above written.**
**BORROWER:**
Signature: ___________________________
Name: [Borrower Name]
Date: [Date]
**LENDER:**
Signature: ___________________________
Name: [Lender Name]
Date: [Date]
## EXHIBIT A - COLLATERAL
[List specific government securities or acceptable investments that will be used as Collateral]
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This template provides a general structure for a defeasance agreement. It is recommended to consult with a legal professional to ensure that all necessary elements and local laws are considered.